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Market Creators Ltd.

BSE: 526891 Sector: Financials
NSE: N.A. ISIN Code: INE944C01017
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OPEN 4.34
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VOLUME 15
52-Week high 4.70
52-Week low 3.10
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Market Creators Ltd. (MARKETCREATORS) - Director Report

Company director report

To

The Members of Market Creators Limited Ladies and Gentlemen

The Directors present herewith their 27th Annual Report on the affairs ofthe company together with the audited statement of accounts for the year ended on 31stMarch 2019.

FINANCIAL RESULTS:

The working results of your company for the financial year under report are as under:

(Rs. in Lacs
Particular Current Year Previous Year
(2018-2019) (2017-2018)
Total Income 575.62 736.35
Profit before finance cost depreciation and taxation 84.78 155.90
Financial Cost 79.83 146.67
Depreciation 3.43 8.61
Net profit / (loss) for the year before exceptional item 1.52 0.62
Add: Exceptional Item - -
Net profit / (loss) for the year after exceptional item 1.52 0.62
Less: Taxation 0.66 (0.82)
Net profit / (loss) for the year after taxation 0.86 1.44
Add: Balance brought forward from the previous Year 11.14 9.69
Balance carried forward 12.00 11.14

DIVIDEND:

In view of the current market scenario your Board does not recommend any dividend.

OPERATION / ACHIEVEMENTS / FUTURE PROSPECTS:

With the volatile stock market scenario the total income of the Company as compared tothe previous year has reduced from Rs.736.35 lacs to Rs.575.62 lacs. The Company isgradually consolidating its business and is trying to explore new areas of expansion. Asthe company is the member of National Stock Exchange of India Limited in Capital F &0 segment and Currency derivatives segment and the Member of Bombay Stock Exchange Limitedin Capital and F & 0 segment and also has acquired Depository Participants statuswith The Central Depository Services (India) Limited and its associate is the Member ofMulti Commodity Exchange of India Limited and National Commodity & DerivativesExchange Limited. Your company has expanded its presence and the prospects of the companyand its business looks robust.

As a part of the consolidation of the business the company is in process of acquiringthe Commodity business Mani Market Creators Limited. This is to improve the synergy ofoperation and reduce the administrative and allied expenses.

PARTICULARS OF EMPLOYEES:

As there was no employee who is drawing remuneration of Rupees 500000/- per month orRupees 6000000. No particulars are required to be furnished under section 197(12) of theCompanies Act 2013 (the Act) read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended from time to time.

STATUTORY AUDITORS

M/s SHAH & TALATI (FRN- 120183W) - Chartered Accountants hold the office till theconclusion of the ensuing Annual General Meeting and are eligible for reappointment. Theyhave confirmed their eligibility to the effect that their reappointment if made would bewithin the prescribed limits under the Act and they are not disqualified forreappointment.

SECRETARIAL AUDITOR

The Board proposed to appoint Mr. Arpan Bhatt and Associates Practicing CompanySecretary (w.e.f. July 30 2019) to conduct Secretarial Audit for the financial year2019-20. The Secretarial Audit Report for the financial year ended March 31 2019 iscertified by Mr. Pratik Ardheshna and is annexed herewith marked as Annexure - II to thisreport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark. The No objection certificate is to be obtained from Mr. Pratik Ardheshna.

DIRECTORS

During the year there is no change in the Composition of the Board of Directors of theCompany.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134 (5) of the Companies Act 2013 your Directors herebyconfirm that

a) In the preparation of these Annual Accounts for the year ended March 31 2019applicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departure from the same.

b) These accounting policies are applied consistently and have made judgment andestimates that are reasonable and prudent so as to give true and fair view of the state ofaffairs of your company as on 31st March 2019 and in the case of Profit and Loss Accountof the Profit of the company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of your company and for preventing and detecting fraud and other irregularities.

d) These annual accounts have been prepared on a "going concern" basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act 2013 read with Rule 9 of theCompanies (Accounts) Rules 2013 is not applicable to the Company.

CORPORATE GOVERNANCE:

As per the Listing Agreement with the Stock Exchange a separate section on CorporateGovernance is made part of this report and a certificate from the Company's Auditorsconfirming compliance is set out in the Annexure forming part of this report. Also acertification by the Whole-time director (CEO) confirming compliance by all the Boardmembers & Senior Management Personnel with Company's code of conduct are made a partof the Annual Report and is annexed herewith.

The basic objective of corporate governance is ensuring commitment of the Board ofDirectors in managing the company in a transparent manner for maximizing long termshareholder value. A detailed report on the status of implementation of the CorporateGovernance is as under:

Report on Corporate Governance:

1. Company's Philosophy on Code of Governance :

The basic philosophy of corporate governance in the company is to achieve businessexcellence and enhance shareholders value. Our employees are committed to offer efficientand courteous service to promote excellence and improvement in the quality of service. Wevalue our customer's feedback. The Company also respects the inalienable rights of itsinvestors and other stakeholders to information on the performance of the Company based onhighest professional ethical and financial reporting standards.

As per guidelines applicable Board of Directors composition in terms of InterestedDirectors and Independent Directors is in accordance with the listing requirement.

2. Board of Directors:

The Present strength of the Board of Directors is Ten (10) out of which Five (5) areIndependent Non-Executive Directors. The remaining Four (4) Directors comprises of OneExecutive Chairman two (2) are Whole-time Directors and one (1) Women ExecutiveDirectors. The constitution of the Board confirms compliance in respect of appointingIndependent directors and Women Director in terms of the SEBI (Listing Obligations andDisclosure Requirements) 2015.

One of the Directors of the Company Yatish H Shah propose to resign from the Board ofDirectors and his resignation is accepted by the Board and consequently also alternatedirector Bina Rashmikant Acharya ceased to be director of the Company.

During the financial year ended 31stMarch 2019 Five (5) Board Meetingswere held as per Statutory requirements and Secretarial Standard (SS-1) on the followingdates The maximum time gap between any two meetings was not more than 120 days.

Sr. No. Quarter Date of Meeting
1. 1st Quarter (April-June) 30th May 2018
2. 2nd Quarter (July- September) 30th July 2018
3. 2nd Quarter (July- September) 13th August 2018
4. 3rd Quarter (October-December) 5th November 2018
5. 4th Quarter (January-March) 5th February 2019

The composition of the Board of Directors the attendance of each Director on BoardMeetings & the Annual General Meeting (AGM) and also the number of other Board ofDirectors or Board Committees of which he is Member/Chairman are as under:

Name of the Director Category

Attendance Particular

No. of other

Directorships and Committee Memberships/Chairmanships

Board Meetings Last AGM Other Directorships Committee Memberships Committee Chairmanships
Dr. Jayantilal H. shah Executive/ Director/ Chairman 5 Yes 1 NIL NIL
Mr. Rashmikant Acharya Whole Time Director 5 Yes 1 NIL NIL
Mr. Kalpesh J. shah Whole Time Director 5 Yes NIL 3 NIL
Mrs. Neela Jayantilal Shah Director 5 Yes 1 NIL NIL
**Mr. Yatish Harkisondas Shah Director 0 No NIL NIL NIL
***Mrs Bina Rashmikant Acharya Alternate Director of Yatish H Shah 5 Yes 1 NIL NIL
Mr. Narendra R. Shah Independent Director 5 Yes 1 NIL NIL
Mr. Chirag J. Patel Independent Director 5 Yes 1 3 3
Mr. Amal R. Patel Independent Director 5 Yes NIL 3 NIL
Mr. Prakashchandra G. Juthani Independent Director 5 Yes NIL NIL NIL
Mr. Hemant Prabhakar Shah Independent Director 5 Yes NIL NIL NIL

Notes:

(i) None of the above Directors is a member in more than 10 committees or acts asChairman of more than 5 Companies across all Companies in which he is a Director.

(ii) Number of other Directorships held by the Directors as mentioned above do notinclude alternate directorships and directorships held in foreign companies. Section 25companies and Indian private limited companies besides trustee/membership of managingCommittees of various trusts and other bodies and are based on the latest declarationsreceived from the Directors. The details of Committee Membership/Chairmanship is inaccordance with revised SEBI (Listing Obligations and Disclosure Requirements) 2015 andreflects the Membership/Chairmanship of the Audit Committee and Share holders/lnvestorsGrievance Committee alone of all other Public Limited Companies.

The Company has a system to circulate and provide adequate information to the Boardincluding as required by the SEBI (Listing Obligations and Disclosure Requirements) 2015to enable the Board to take informed decisions. The compliance report of all lawsapplicable to the Company as prepared and complied by the Compliance Officer is circulatedto all the Directors along with the Agenda and placed/reviewed in each Board Meeting.

The Board has laid down a Code of Conduct for all Board Members and Senior ManagementPersonnel of the Company and the same has been posted on the website of the Company.

3. Nomination & Remuneration Committee :

The Remuneration Committee constituted in pursuance of the provisions of the SEBI(Listing Obligations and Disclosure Requirements) 2015 and the Act consisting of threeNon-executive Independent Directors Chaired by Mr. Chirag J. Patel Mr. Amal R. Patel andMr. Prakash Chandra Juthani are members of the committee. The Remuneration Committee ofthe company is empowered to recommend/review the remuneration packages of Managing/Wholetime directors including executive directors and the relatives of directors based on theirperformance and on review of their achievements.

The terms of reference of the Remuneration Committee are as per the guidelines of theCentral Government/SEBI (Listing Obligations and Disclosure Requirements) 2015 with StockExchange. The Committee met on and on during the year and there were no issue forconsideration within the prescribed scope/terms of reference of the committee.

Sr. No. Date
1 30th May 2018
2 5th November 2018
3 5th February 2019

Board recommends that the current members of the committee are to be continued.

• Remuneration to the Directors:

At present the Company does not have any policy for payment of remuneration tonon-executive directors including non-executive independent directors except by way ofsitting fees. The details of remuneration paid to all the Directors for the financial yearended on 31st March 2019 are set out below:

Name of Director Sitting Fees Remuneration Total (')
Dr. J. H. Shah Nil 904500/- 904500/-
Mr. Rashmi Acharya Nil 540000/- 540000/-
Mr. Kalpesh J. Shah Nil 865350/- 865350/-
Mrs. Neela J. Shah Nil 481478/- 481478/-
Mr. Narendra R. Shah 8000/- Nil 8000/-
Mr. Amai R. Patei 17000/- Nil 17000/-
Mr. Chirag J. Patel 16000/- Nil 16000/-
Mr. Prakashchandra G. Juthani 8000/- Nil 8000/-
Mr. Hemant Prabhakar Shah 7000/- Nil 7000/-

4. Audit Committee of the Board :

The Audit Committee of the Board was constituted on 30th April 2007.Presently the Audit Committee comprises of three Directors chaired by an independentdirector Mr. Chirag J. Patel Besides Executive Director Mr. Kalpesh J. Shah and anindependent director Mr. Amal R. Patel are members of the committee. The Audit Committeeis a bridge between the Board of Directors and the company. The Committee held fourmeetings during the year

Sr. No. Date
1 30th May 2018
2 13th August 2018
3 5th November 2018
4 5th February 2019

All the members of the committee attended the aforesaid meetings.

The role and the terms of reference of the Audit Committee covers the areas mentionedunder the SEBI (Listing Obligations and Disclosure Requirements) 2015 and the Act. Theseinclude:

• oversight of the listed entity's financial reporting process and the disclosureof its financial information to ensure that the financial statement is correct sufficientand credible;

• recommendation for appointment remuneration and terms of appointment ofauditors of the listed entity; approval of payment to statutory auditors for any otherservices rendered by the statutory auditors; reviewing with the management the annualfinancial statements and auditors report thereon before submission to the board forapproval with particular reference to: matters required to be included in the director'sresponsibility statement to

• be included in the board's report in terms of clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013;

• changes if any in accounting policies and practices and reasons for the same;

• major accounting entries involving estimates based on the exercise of judgmentby management;

• significant adjustments made in the financial statements arising out of auditfindings;

• compliance with listing and other legal requirements relating to financialstatements;

• disclosure of any related party transactions;

• modified opinion(s) in the draft audit report;

• reviewing with the management the quarterly financial statements beforesubmission to the board for approval;

• reviewing with the management the statement of uses / application of fundsraised through an issue (public issue rights issue preferential issue etc.) thestatement of funds utilized for purposes other than those stated in the offer document /prospectus/notice and the report submitted by the monitoring agency monitoring theutilisation of proceeds of a public or rights issue and making appropriaterecommendations to the board to take up steps in this matter;

• reviewing and monitoring the auditors independence and performance andeffectiveness of audit process;

• approval or any subsequent modification of transactions of the listed entitywith related parties;

• scrutiny of inter-corporate ioansand investments;

• valuation of undertakings or assets of the listed entity wherever it isnecessary;

• evaluation of internal financial controls and risk management systems;

• reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

• reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of internal audit;

• discussion with internal auditors of any significant findings and follow upthere on;

• reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board;

• discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

• to look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

• to reviewthefunctioningofthe whistle blower mechanism;

• approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of theaudit committee.

Board recommends that the current members of the committee are to be continued.

5. Stakeholder Relationship Committee:

The committee constituted by the Board comprises of Mr. Chirag J. Patel anon-executive Independent Director as Chairman and Mr. Amal R. Patel a non-executiveindependent director with Mr. Kalpesh J. Shah an Executive director as its members. Thecommittee held Two (2) meetings during the year.

Sr. No. Date
1 5th November 2018
2 5th February 2019

All the members of the committee attended the aforesaid meetings.

The committee looks into various matters relating to:

• Expeditious redressal of investors grievances;

• Transfer and transmission of shares;

• Issue of duplicate share certificates;

• Approval of split and consolidated requests;

• Review of shares dematerialized; and

• All other matters related to shares.

During the year 2018-2019 all complaints received have been redressed to thesatisfaction of the complainants. There were no outstanding complaints as on the date ofthe Balance sheet.

All valid requests for share transfers received during the year have been acted uponand there were no shares pending for transfer as on March 31 2019.

Board recommends that the current members of the committee are to be continued.

6. Allotment Committee:

The committee constituted by the Board comprises of Mr. Narendra R Shah anon-executive independent director Mr. Prakashchandra G. Juthani a non-executiveindependent director Mr. Amal R. Patel a nonexecutive independent director and Mr.Kalpesh J. Shah an executive director as its members.

No meeting was held during the year.

Committee is authorized to issue and allot equity shares and issue share certificatesto take all necessary steps decision required in connection with allotment of shares tothe shareholder of the Company to settle any question difficulty or doubt that may arisein regard to the offer/issue and allotment of equity shares.

Board recommends that the current members of the committee are to be continued.

The Company has utilized the service of the Allotment Committee.

7. General Body Meetings :

The location and time of the General Meetings held during the last three years is asfollows:

Year AGM/ EGM Venue Date Time

No. of special resolution passed

2015 2016 AGM "Creative Castle" 70 Sampatrao Colony Productivity Road Vadodara - 390 007. 30/09/2016

11.30 a.m.

Nil
2016 2017 AGM "Creative Castle" 70 Sampatrao Colony Productivity Road Vadodara - 390 007. 28/09/2017

11.30 a.m.

Nil
2017 2018 AGM "Creative Castle" 70 Sampatrao Colony Productivity Road Vadodara - 390 007. 29/09/2018

11.30 a.m.

Nil

8. Notes on Directors seeking Appointment/Re-appointment:

Mr. Prakashchandra G. Juthani Mr. Amal R. Patel and Mr. Chirag Patel are retiring byrotation and they are being eligible to offer themselves for reappointment.

9. Vigil Mechanism / Whistle Blower Policy:

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act2013 read with Companies (Meetings of Board And Its Powers ) Rule 2014 and Regulation 22of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has adopted a Whistle Blower Policy to provide a mechanism to its directorsemployees and other stakeholders to raise concerns violation of legal or regulatoryrequirements misrepresentation of any financial statement and to report actual orsuspected fraud or violation of the Code of Conduct of the Company.

10. Disclosure as per the Sexual Harassment of Women at Workplace [PreventionProhibition and Redressal] Act 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. The Company is committed toproviding equal opportunities without regard to their race caste sex religion colournationality disability etc. All women associates (permanent temporary contractual andtrainees) as well as any women visiting the Company's office premises or women serviceproviders are covered under this Policy. All employees are treated with dignity with aview to maintain a work environment free of sexual harassment whether physical verbal orpsychological.

During the Financial year 2018 -19 no such complaints were received.

11. Disclosures:

• There are no materially significant related party transactions entered into bythe company with its Promoters Directors or Management their subsidiaries or relativesetc. that may have potential conflict with the interests of the company at large. Theregister of contracts containing the transactions in which the Directors are interested isplaced before the Board regularly for its approval.

• Transactions with the related parties are disclosed in Note 2.21 to thefinancial statements in the Annual report.

• The Company has complied SEBI (Listing Obligation and Disclosure Requirement2015 and as applicable and amended from time to time.

• In the preparation of the financial statements the Company has followed theAccounting Standards issued by the ICAI. The significant accounting policies applied inpreparation and presentation of financial statements has been set out in Note 1 formingpart of the financial statements.

• The Company has laid down procedures to inform the Board Members about the riskassessment and minimization procedures covering the entire gamut of business operations ofthe Company and the same have been reviewed by the Board during the year.

• The designated Senior Management Personnel of the Company have disclosed to theBoard that no material financial and commercial transactions have been made during theyear under review in which they have personal interest which may have a potentialconflict with the interest of the Company at large.

• The CEO (Whole-time Director) has furnished a Certificate to the Board for theyear ended 31 March 2019 in compliance with the SEBI Listing Obligation and DisclosureRequirement 2015.

• During the last three years there were no strictures of penalties imposed byeither the Securities Exchange Board of India or the Stock Exchanges or any statutoryauthority for non-compliance of any matter related to the capital markets. Except amountcharged by the National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd. as amember in Capital and Derivative segment payable by dealer member and amount isinsignificant when compared to the size of operation in the market.

12. Means of Communication:

• Half Yearly report sent to each household of Shareholders. No
• Which newspaper normally published in Western Times(English & vernacular languages editions)
• Any website where displayed. Website of the Company httDs://www.sharemart.co.in/Companv.aspx
• Presentation made to Institutional Investors or the Analyst. No
• Whether the Management Discussion and Analysis Report is part of the Annual report or not. No

13. General Shareholder information :

• Annual General Meeting
AGM Date 23rd September 2019
Time 11.30 A.M.
Venue Regd. Office: "Creative Castle" 70 Sampatrao Colony Opp. Masonic Hall Off. Productivity Road Vadodara - 390007
• Financial Calendar: (April 2018 to March 2019) (Tentative Schedule)
a) Results for the Quarter ended June 30 2018 On or before July 31 2019
b) Results for the Quarter ended September 30 2018 On or before October 31 2019
c) Results for the Quarter ended December 31 2018 On or before January 31 2020
d) Results for the Quarter and year ended March 31 2019 On or before May 30 2020
• Date of Book Closure From 17.09.2019 to 23.09.2019 (Both days inclusive)
• Listing on Stock Exchange The Bombay Stock Exchange Ltd.
• Stock Code 526891
• Demat ISIN Number in NSDL and CDSL for Equity Shares INE 944C01017

* Monthly Highs and Lows of Market Price of the company's shares traded for the periodApril 2018 to March 2019.

Period High Low Period High Low Period High Low
Apr-18 7.20 5.25 Aug-18 5.15 4.66 Dec-18 4.43 4.43
May-18 10.00 7.10 Sep-18 4.43 4.43 Jan-19 4.65 4.21
Jun-18 7.35 6.32 Oct-18 4.43 4.43 Feb-19 4.20 4.00
Jul-18 6.31 5.42 Nov-18 4.43 4.43 Mar-19 4.20 4.00

• Registrars and Share Transfer Agents:

Dealing Office Reg. Office
Link Intime India Pvt Ltd B-102 & 103 Shangrila Complex Near Radhakrishna Char Rasta Akota Vadodara - 390 020 Link Intime India Pvt Ltd C-13 Pannalal Silk Mills Compound L.B.S. Marg Bhandup (West) Mumbai 400 078

• Share Transfer System :

Transfer of shares are processed by the share transfer agents and approved by the sharetransfer committee called as "Investors/Shareholders Grievance Committee" whichmeets at frequent intervals.

• Distribution and Shareholding Pattern of public as on March 31 2019 is asfollows :

A - Equity Shareholders:

No. of Shareholders in the physical mode 2251 58.64%
No. of Shareholders in the electronic mode 1588 41.36%
Total 3839 100.00%

Shareholding Pattern as on March 31 2019 is as follows:

Category No. of Shares %
Directors and their Relatives 3564812 71.29
Companies in which the Directors are interested Nil Nil
Other Body Corporate 70362 1.40
Clearing Members 900 0.0180
Non-Resident Indians (Repatriable + Non- Repatriable) 80161 1.60
Hindu Undivided Family 39987 0.79
General Public 1237778 24.75
State Government 5900 0.12
NBFC Registered with RBI 100 0.002
Total 5000000 100.00

B- Differential Voting Rights (DVR):

Category No. of Shares %
Mani Market Creators Limited 5250000 95.45
Dr. Jayantilal H. Shah 150000 2.73
Rashmikant Acharya 100000 1.82
Total 5500000 100.00

 

• Address for Correspondence : Market Creators Limited
"CreativeCastle" 70 Sampatrao Colony Opp. Masonic Hall
Productivity Road Vadodara-390 007.

CONSERVATION ENERGY TECHNOLOGIES ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Prescribed information regarding compliance of rules relating to conservation of Energyand Technology absorption as per the Act read with the Rules as applicable is notprovided as same is not applicable to your company.

LISTING OF THE COMPANYS SHARES:

The Equity shares of your company continue to be listed during the year under review atthe Bombay Stock Exchange Limited. The company has paid the Annual listing fees for thefinancial year 2018-19. The company shares are dematerialized for providing betterservices to the shareholders. Your company looking into various guidelines issued by theStock Exchange and consequent to amendments in listing norms as part of good governanceis complains to all the requirements.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company is annexed herewith as Annexure - IIIACKNOWLEDGEMENT:

The company's relation with the staff remained cordial during the year. Your Directorsexpect that cordial relations with the employees will continue and will help in achievingthe objectives of the company and place on record the appreciation for the dedicatedservices rendered by the executives the staffs and other employees of the company.

Your Directors wish to place on record their appreciation for the timely support andco-operation received from the Government and Semi-government agencies and otherassociates particularly SEBI Office of the Registrar of the Companies FinancialInstitutions Bankers Brokers Officers & NSEIL NSCCL NSDL BSE CDSLProfessionals etc. who helped the company to meet with requirements from time to time.

By Order of the Board
Dated: 28th May 2019 Dr. J. H. Shah
Place: Vadodara Chairman

.