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Mansi Finance (Chennai) Ltd.

BSE: 511758 Sector: Financials
NSE: N.A. ISIN Code: INE094E01017
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NSE 05:30 | 01 Jan Mansi Finance (Chennai) Ltd
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P/E 13.72
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OPEN 25.25
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VOLUME 1
52-Week high 35.85
52-Week low 19.25
P/E 13.72
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mansi Finance (Chennai) Ltd. (MANSIFINCHEN) - Director Report

Company director report

Dear Members

Your Directors have great pleasure in presenting the 27thAnnual Report of the business and operations of the Company together with the auditedstatement of accounts for the year ended 31st March 2021.

1. STATE OF COMPANY'S AFFAIRS:

(A) Financial summary or highlights:

(in Rs.)

Particulars 2020-21 2019-20
Total Income 76064514 89818284
Total Expenditure 52374174 62350086
Profit before interest depreciation and tax 58280294 69352002
Finance cost 32462724 40584459
Depreciation 2127231 1299345
Profit before Exceptional & Extra-ordinary items and tax 23690339 27468198
Exceptional & Extra-ordinary items - -
Profit after Exceptional & Extra-ordinary items & before tax 23690339 27468198
Provision for taxation (Net of deferred tax) 6201254 6885521
Profit after tax 17489085 20582677
Amount available for appropriation 17489085 20582677
Appropriations:
Transfer to Statutory Reserve maintained u/s 45IC of RBI Act 1934 3497817 4116535
Transfer to General reserve - -
Proposed dividend - -
Tax on proposed dividend - -
Balance carried to Balance Sheet 13991268 16466142

(B) Operations:

Your Company has been able to maintain its financial position duringthe current year. The gross amount of loans provided by the Company stood at Rs.5094.61Lakhs as on 31st March 2021 as compared to Rs.5692.91 Lakhs as on 31st March 2020.

(D) Impact of Covid-19 Pandemic:

In March 2020 the World Health Organization (WHO) declared Covid-19 tobe a pandemic. It developed rapidly into a global crisis forcing Governments to enforcelockdowns of all economic activities. This unavoidable step has caused a severe blow tothe economy. For the Company the focus immediately shifted to ensuring the health andwell-being of all employees and on minimizing disruption in our operations andcommitments to the customers.

Further the uncertainty created by the disruption in businessactivities world-over is a cause for concern for every sector and the impacts cannot beestimated at this stage. Even developed countries like US and European countries whichhave been severely impacted by Covid-19 are in the grip of recessionary trends. This willadversely affect the global business scenario particularly import and export. Loss ofjobs and spiraling unemployment are going to have cascading effect on every sphere of theeconomy.

The overall economic situation being uncertain due to Covid-19 it mayimpact the operations of the Company in the current year. The Company would closelymonitor such developments in economic conditions and consider their impact on itsperformance in the coming months. The Company does not anticipate any challenges in itsability to continue as going concern or meeting its financial obligations.

2. EXTRACT OF ANNUAL RETURN (FORM MGT-9):

The Annual Return as required under sub-section (3) of Section 92 ofthe Companies Act 2013 (‘the Act') in Form MGT-7 is made available on thewebsite of the Company and can be accessed at https://mansi.in.

3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDERREVIEW:

The Board met five times during the financial year the detailsof which are given hereunder. The maximum interval between any two meetings did not exceed120 days as prescribed in the Companies Act 2013.

Quarter Date of Board Meeting
1st April 2020 to 30th June 2020 29.06.2020
15.09.2020
1st July 2020 to 30th September 2020
29.09.2020
1st October 2020 to 31st December 2020 06.11.2020
1st January 2021 to 31st March 2021 13.02.2021

4. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review the Company has followed applicableSecretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board ofDirectors' and ‘General Meetings' respectively issued by the Institute ofCompany Secretaries of India.

5. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(5) of the CompaniesAct 2013 the Board hereby submits its Responsibility Statement:

(a) In the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) The Directors had prepared the annual accounts on a going concernbasis;

(e) The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

(f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems were adequate and operatingeffectively.

6. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS ORADVERSE REMARKS OR DISCLOSURES MADE BY THE STATUTORY AUDITORS:

The Statutory Auditors of the Company in their report and notes formingpart of the financial statements for the year ended 31st March 2021 havestated that:

Auditors Comment:

I draw attention to Note No. 9 regarding non disclosure of fair valueof Investment Properties as required in Ind AS 40-Investment property.

My Opinion is not modified in respect of the above matter.

Board's Reply:

Your Directors would like to state that they were not able to make thevaluation because of the lock down imposed by the Government of India pursuant to theoutbreak of Covid-19. However your Directors would like to assure that the same will bemade in the current financial year.

Auditors Comment:

According to the information and explanations given to me there wereno undisputed amounts payable in respect of Income tax Wealth tax GST Cess and othermaterial statutory dues in arrears / were outstanding as at 31st March 2021 for a periodof more than six months from the date they became payable. However according toinformation and explanations given to me the following dues of Income Tax have not beendeposited by the Company on account of dispute:

Particulars Amount (Rs) Period to which amount relates Forum where the dispute pending
Income Tax 42087 Financial Year 2003-2004 Commissioner of Income Tax (Appeals) Chennai
Income Tax 119420 Financial Year 2004-2005 Commissioner of Income Tax (Appeals) Chennai
Income Tax 452270 Financial Year 2011-2012 Income Tax Appellate Tribunal (Chennai)
Income Tax 457920 Financial Year 2012-2013 Income Tax Appellate Tribunal (Chennai)

Board's Reply:

Your Directors would like to state that the said disputed statutorydues are pending before the Commissioner of Income Tax (Appeals) Chennai and Income TaxAppellate Tribunal (Chennai). Further the Directors are of strong opinion that thedecision at the appeal stage would be in their favour and accordingly they have not madeany provision in the financial statements for the said dues.

The other observations made by the auditors in their report and notesto the accounts referred to in the Auditors Report are self-explanatory.

7. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS ORADVERSE REMARKS OR DISCLOSURES MADE BY THE SECRETARIAL AUDITORS:

The Secretarial Auditors have made the following observations in theirreport for the year ended 31st March 2021:

Secretarial Auditor's Comment:

1. The Company has not filed the Resolution for appointment of internalauditor in terms of provisions of sub-section (3) of section 117 read with sub-section (3)of section 179 and other applicable rules made under the Companies Act 2013.

Board's Reply:

Your Directors would like to state that the Company is in the processof appointing an Internal Auditor of the Company. Your Directors are proposing to make anadvertisement in the news papers for fulfilling the position with a suitable candidate.

Secretarial Auditor's Comment:

2. The Company has not updated its website with regard to variousmatters which are statutorily required to be placed on the website of the Company.

Board's Reply:

Your Directors would like to state that the Company has provided allthe data to the external technical supporter for the web applications and is expecting thesame to be updated shortly.

Secretarial Auditor's Comment:

3. Except for general delays the company has prima facie beenregular in submitting the papers documents records statements and information asrequired in terms of the listing agreement entered into with the Bombay Stock ExchangeLimited.

Board's Reply:

Your Directors are making all best efforts in filing its due statutoryreturns within the prescribed time. However due to various technical difficulties anddelays there are certain cases wherein the returns are filed after the due dates. YourDirectors would like to assure you that they shall take steps to ensure that the duereturns are filed well within the prescribed time.

Secretarial Auditor's Comment:

4. With regard to transfer of shares by Non-Resident Indians we wereunable to verify whether the approval of Reserve Bank of India was obtained for suchtransfers as the documents relating to transfer of shares were not in the possession ofthe Company and the same were kept with the Registrar & Share Transfer Agents.

Board's Reply:

Your Directors would like to state that the above documents are in thecustody of the Registrar and Share Transfer Agents of the Company and the Company hasrequested them to arrange the same for the verification.

Secretarial Auditor's Comment:

5. During the financial year 2019-20 the Company has received an emailfrom the Bombay Stock Exchange Limited (BSE) consolidating the various outstandingpenalties levied on the Company since the quarter ended March 31 2014 amounting toRs.1676485/- (including GST amount of Rs.255735/-). As informed by the management theCompany is under negotiation with the Stock Exchange for either waiver or reduction ofsaid penalties.

Board's Reply:

Your Directors would like to state that the Company has paid an amountof Rs.199125/- (including GST amount of Rs.30375/-). The Company has requested theExchange to waive the balance of penalty imposed on the Company.

Your Directors further assure that they will take all necessary andappropriate steps to make good the above qualifications.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDERSECTION 186 OF THE COMPANIES ACT 2013:

The Company being a Non-Banking Finance Company (NBFC) has in theordinary course of business made loans or advances or given guarantees or providedsecurities or made investments in bodies corporate and other persons during the financialyear. Your Directors would like to draw your attention to the notes to the financialstatements which sets out the details of loans and investments made.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES:

All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon arm's length basis. The Company presents a statement of all related party transactionsbefore the Board of Directors of the Company for their approval. During the financialyear the Company has entered into transactions with related parties. Your Directors wouldlike to draw your attention to the notes to the financial statements which sets outrelated party disclosures. A statement in Form AOC-2 pursuant to the provisions of clause(h) of subsection (3) of section 134 of the Act read with sub-rule (2) of rule 8 of theCompanies (Accounts) Rules 2014 is furnished in Annexure-1 and is attached to thisreport.

10. DETAILS OF AMOUNTS TRANSFERRED TO RESERVES:

The Company has proposed to transfer a sum of Rs.3497817/- to statutoryreserve maintained under section 45IC of the RBI Act 1934 during the financial year. Theclosing balance of such Statutory reserve as on 31st March 2021 was Rs.49927045/-.

11. DIVIDEND:

In view of requirement of working capital your Directors do notrecommend any dividend for the financial year ended 31st March 2021.

12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

The Company was not required to transfer any amounts in unpaid dividendaccount application money due for refund matured deposits matured debentures and theinterest accrued thereon which have remained unclaimed or unpaid for a period of sevenyears to Investor Education and Protection Fund.

13. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT (01/04/2021 to 29/06/2021):

The "Severe Acute Respiratory Syndrome Coronavirus 2(SARS-CoV-2)" generally known as COVID-19 which was declared as a pandemic by theWHO on March 11 2020 continues to spread across India and there is an unprecedentedlevel of disruption on socio-economic front across the country.

There is a high level of uncertainty about the duration of the lockdownand the time required for things to get normal. The extent to which COVID-19 pandemic willimpact the Company's operation and financial results is dependent on the futuredevelopments which are highly uncertain.

Except this there were no material changes and commitments affectingthe financial position of the Company between the period 1st April 2021 to 29th June2021.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8(3)OF THE COMPANIES (ACCOUNTS) RULES 2014:

In terms of clause (m) of sub-section (3) of section 134 of theCompanies Act 2013 and the rules framed there under the particulars relating toconservation of energy technology absorption and foreign exchange earnings and outgo isgiven below:

1) CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the Company for utilising alternate sources of energy; Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.
(iii) the capital investment on energy conservation equipments;

2) TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement cost reduction product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - The Company has no activity relating to technology absorption.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology has been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof and
(iv) the expenditure incurred on Research and Development.

3) FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Lakhs)

Particulars 2020-21 2019-20
Value of exports calculated on FOB basis - -
Value of Imports calculated on CIF basis:
Raw Materials - -
Components and Spare parts - -
Capital Goods - -
Expenditure in Foreign Currency:
Travel - -
Others - -

15. DETAILS OF CHANGE IN NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company during thefinancial year.

16. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of section 152 of the Companies Act2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 andthe Company's Articles of Association Shri. SURESH BAFNA (DIN: 00007655) retires byrotation at the forthcoming Annual General Meeting and he being eligible offers himselffor re-appointment. The Board recommends the re-appointment.

The appointment of Smt. RAJENDHIRAN ANGALI ESWARI (DIN: 05345622) asNon-Executive Independent Director of the Company was ratified by the members at theirAnnual General Meeting held on 29th September 2020 during the financial year.

Shri. MAHESH TATED (DIN: 00488121) was re-appointed as Non-ExecutiveIndependent Director of the Company for a further period of five years by the members attheir Annual General Meeting held on 29th September 2020 during the financial year.

Shri. DINESH KUMAR M JAIN (PAN: AAEPJ0465G) was appointed as ChiefFinancial Officer (CFO) of the Company with effect from 6th November 2020 during thefinancial year.

Shri. ADIT S BAFNA (PAN: AABPB7785J) resigned as Chief FinancialOfficer (CFO) of the Company from the Board with effect from 6th November 2020 during thefinancial year. The Board placed on record their appreciation for the active guidance andvaluable services rendered by him during his tenure as Chief Financial Officer (CFO) ofthe Company.

17. EVALUATION OF THE BOARD'S PERFORMANCE:

In compliance with the Companies Act 2013 and Regulation 17 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Board its Committees and individual Directors was carried out duringthe year under review. Questionnaire approach was adopted for said evaluations.

The Nomination and Remuneration Committee (NRC) at its meeting carriedout a separate exercise for evaluating every Directors performance. The evaluation ofIndependent Directors was carried out without the presence of that Director. A separatemeeting of the Independent Directors was convened which reviewed the performance of theBoard (as a whole) the Non-Independent Directors and the Chairman.

Some of the key criteria's for performance evaluation were as follows:

Performance evaluation of Board and Committees:

1. Degree of fulfillment of key responsibilities;

2. Board structure and composition;

3. Effectiveness of Board processes information and functioning;

4. Board Culture and Dynamics;

5. Quality of relationship between the Board and the Management;

6. Establishment and delineation of responsibilities to committees.

Performance evaluation of Directors:

1. provide meaningful and constructive contribution and inputs in meetings;

2. display a good degree of understanding of the Company industry sector geography;

3. display independence of judgment.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Independent Directors of the Company are persons of integritypossessing rich experience and expertise in the field of corporate management financecapital market economic and business information.

The Company has issued appointment letter to the Independent Directorssetting out in detail the terms of appointment duties roles & responsibilities andexpectations from the appointed Director. The Board of Directors has complete access tothe information within the Company. Presentations are regularly made to the Board ofDirectors / Audit Committee / Nomination & Remuneration Committee / StakeholdersRelationship Committee on various related matters where Directors have interactivesessions with the Management.

During the financial year 2020-21 the Company has conducted onefamiliarization programme on 13th February 2021. Discussions were held ontopics such as:

- Roles rights responsibilities of the Director and Statutory compliances required tobe made by the Company and the Directors as a part of the Board ;

- Business model of the Company;

- Industry overview and organizational structure of the Company operations and productoverview & statutory changes in the law and its effect on the industry;

- Strategies and growth plans of the Company;

- Business Structure and Overview Corporate Strategy;

- Competition update;

- Strategic risks and mitigation;

- Corporate Governance;

- Strategies and growth plans of the Company;

- Cost control mechanism; and

- Awareness with respect to roles and responsibilities as specified in the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

19. SUBSIDIARY:

The Company does not have any subsidiary companies or associatecompanies or joint ventures.

20. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures. The Company has in place adequate internalfinancial controls with reference to financial statements. During the year under reviewsuch controls were tested and no reportable material weaknesses in the design or operationwere observed.

21. DEPOSITS:

Your Company has neither accepted nor renewed any deposits from publicwithin the meaning of section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 during the financial year and as such no amount ofprincipal or interest was outstanding as on the Balance Sheet date.

22. MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES:

There are no significant and material orders passed by the regulatorsor courts or tribunals during the year impacting the going concern status andCompany's operations in future.

23. RISK MANAGEMENT POLICY:

Risks are events situations or circumstances which may lead tonegative consequences on the Company's businesses. Risk Management is a structuredapproach to manage uncertainty. Risk Management is the process of identificationassessment and prioritization of risks followed by coordinated efforts to minimizemonitor and mitigate the probability and/or impact of unfortunate events or to maximizethe realization of opportunities. Although the Company does not have a formal riskmanagement policy but a formal enterprise-wide approach to Risk Management is beingadopted by the Company and key risks will now be managed within a unitary framework. TheCompany has laid down a Comprehensive Risk assessment and minimization procedure which isreviewed by the Board from time to time. These procedures are reviewed to ensure thatexecutive management controls risks through means of a properly defined framework. Keybusiness risks and their mitigation are also considered in the annual / strategic businessplans and in periodic management reviews.

24. DETAILS OF REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements of the Company duringthe financial year.

25. SHARES AND SHARE CAPITAL:

a. CAPITAL STRUCTURE:

The Authorised Share Capital of your Company is Rs.55000000/-comprisingof 5500000 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs.35349000/-comprising of 3534900 Equity Shares of Rs.10/- each.

b. BUY-BACK OF SHARES:

The Company has not bought back any of its securities during thefinancial year.

c. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the financialyear.

d. BONUS SHARES:

No Bonus Shares were issued during the financial year.

e. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employeesduring the financial year.

26. STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Act and the rulesframed thereafter M/s. PEMMASANI & CO (FRN: 002630S) Chartered AccountantsChennai were appointed as statutory auditors of the Company from the conclusion of 23rdAnnual General Meeting (AGM) of the Company held on 30th September 2017 tillthe conclusion of the 28th AGM to be held in the year 2022 subject toratification of their appointment at every AGM. The Company has also received confirmationfrom the firm that their appointment will be within the limits prescribed under section141(3)(g) of the Companies Act 2013.

27. SECRETARIAL AUDITORS:

In accordance with the provisions of section 204 of the Companies Act2013 the Board has appointed M/s. MUNDHARA & CO Company Secretaries inWhole-time Practice Chennai as the Secretarial Auditors for the financial year 2020-21.The report of the Secretarial Auditor is annexed to this report.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

Your Company has always believed in providing a safe and harassmentfree workplace for every individual working in the Company's premises through variousinterventions and practices. The Company always endeavours to create and provide anenvironment that is free from discrimination and harassment including sexual harassment.

The Company has adequate measures including checks and corrections inline with the requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received anddisposed off during the financial year:

- No. of Complaints received : NIL
- No. of Complaints disposed off : NIL
- No. of cases pending for more than 90 days : NIL
- No. of workshops/awareness programmes carried out : ONE
- Nature of action taken by the employer / DO : Not Applicable

29. RESERVE BANK OF INDIA REGULATIONS:

Your Company is generally complying with the directions of the ReserveBank of India regarding prudential norms of accounting capital adequacy ratio provisionsfor bad and doubtful debts and other requirements as per the directions issued from timeto time.

30. CORPORATE GOVERNANCE:

Report of Corporate Governance for the financial year and ManagementDiscussion and Analysis are forming part of this Annual report.

31. COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee which comprises of Shri.MAHESH TATED as Chairman Smt. RAJENDHIRAN ANGALI ESWARI and Smt. SAJJAN KANWAR BAFNA asthe members. More details on the committee are given in the Corporate Governance Report.

32. CERTIFICATE FROM MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER:

A certificate has been obtained from Shri. SURESH BAFNA (DIN:00007655) Chairman & Managing Director and Shri. DINESH KUMAR M JAIN (PAN:AAEPJ0465G) Chief Financial Officer as required under regulation 34(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 on CorporateGovernance which is enclosed and is forming part of this Report and is annexed asAnnexure-4 to this report.

33. CERTIFICATE FROM MANAGING DIRECTOR FOR COMPLIANCE WITH CODE OFCONDUCT:

A certificate has been obtained from Shri. SURESH BAFNA (DIN:00007655) Chairman & Managing Director of the Company certifying that the Company hasduly complied with requirements relating to the code of conduct as laid down in theListing Agreement entered with the Stock Exchange and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

34. LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on Bombay StockExchange Limited. The annual listing fee for the year 2021-22 is yet to be paid to theExchange.

35. CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATEGOVERNANCE UNDER THE LISTING AGREEMENT AND THE SEBI (LISTING OBLIGATIONS & DISCLOSUREREQUIREMENTS) REGULATIONS 2015:

A certificate from the Statutory Auditors of the Company regardingcompliance with the Code of Corporate Governance is forming part of this annual report.

36. MANAGEMENT'S DISCUSSION AND ANALYSIS:

In terms of the provisions of regulation 34(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the required Management'sDiscussion and Analysis is set out in this Annual Report.

37. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each IndependentDirector under section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in section 149(6) of the Companies Act 2013 and regulation 17 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

38. EMPLOYEE REMUNERATION:

The ratio of the remuneration of each Director to the median employee'sremuneration and other details in terms of sub-section 12 of section 197 of the CompaniesAct 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report and are annexed as Annexure-3 tothis report.

39. CORPORATE SOCIAL RESPONSIBILITY:

As a part of its initiative under "Corporate SocialResponsibility" drive the Company has undertaken projects through various charitabletrusts engaged in philanthropic activities in the field of education and healthcare whilealso pursuing various other CSR activities for the benefit of the community in and aroundits local areas of operations.

The Company has constituted a CSR Committee in accordance with section135 of the Companies Act 2013. The CSR Committee has formulated and recommended to theBoard a CSR Policy indicating the activities to be undertaken by the Company which hasbeen approved by the Board.

The Annual Report on CSR Activities is annexed herewith and marked asAnnexure-2.

The members of the committee inter alia include the followingDirectors:

Shri. MAHESH TATED (DIN: 00488121) Chairman Independent Director;

Smt. RAJENDHIRAN ANGALI ESWARI (DIN: 05345622) Member IndependentDirector; and

Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) Member Non-ExecutiveNon-Independent Director.

40. ACKNOWLEDGEMENTS:

Your Directors wish to acknowledge all their stakeholders and aregrateful for the excellent support received from the shareholders bankers financialinstitutions government authorities esteemed clients customers and other businessassociates. Your Directors recognize and appreciate the hard work and efforts put in byall the employees of the Company and their contribution to the growth of the Company in avery challenging environment.

.