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Mask Investments Ltd.

BSE: 538376 Sector: Financials
NSE: MASKINVEST ISIN Code: INE885F01015
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Mask Investments Ltd. (MASKINVEST) - Director Report

Company director report

Your directors have pleasure in presenting their 28th Annual Report together with theAudited Financial Statement for the Financial Year ended on 31st March 2020.

FINANCIAL RESULT AND PERFORMANCE:

Amount (In Rupees)

Particulars 2019-20 2018-19
Revenue from operations 1161572 1303926
Other Income 412903 375676
Total Revenue 1574475 1679603
Total Expenditure 1512944 1562535
Profit / (Loss) Before Taxation 61531 117066
Exceptional Item:(Loss on sale of forfeiture of shares) 10000 -
Interest on I.T. Refund - -
Less: Provision For Taxation
- Current 9915 -
- Deferred - -
- Prior Period Income Tax Exp. - 23017
Net Profit For The Year 41616 94049
Contingent provision as per RBI prudential Norms - -
Net profit for the year 41616 94049
Earnings per share (Basic & Diluted) 0.01 0.03

1. State of Company's Affairs

The total Revenue of the Company during the year was Rs. 15.74 Lakhs against Rs. 16.79Lakhs in the previous financial year. The total expenditure during the year was Rs. 15.12Lakhs against Rs. 15.62 Lakhs in the previous financial year. The profit before tax forthe year under review recorded to Rs.0.62 Lakhs compared to Rs. 1.17 Lakhs in the previousfinancial year and the profit after tax for the year under review recorded to Rs. 0.42Lakhs compared to Rs. 0.94 Lakhs in the previous financial year.

2. DIVIDEND

With a view to conserve the resources for the Company's business operations yourDirectors have deemed it prudent not to recommend any dividend for the year ended 31stMarch 2020 and to plough back the profit for further progress of the company.

3 . EXTRACT OF ANNUAL RETURN

In compliance of section 92(3) section 134(3)(a) and Rule 11 of the Companies(Management and Administration) Rules 2014 the extract of the Annual Return has beenannexed with this report in Form MGT-9 as Annexure – 1 and also available on thewebsite of the Company i.e www.maskinvestments.com

4 . TRANSFER TO RESERVES

For the financial year ended 31st March 2020 the Company had transferred Rs. 21.93lakhs to Statutory Reserves. And Company transferred the remaining amount of profit of Rs.79.10 lakhs to Profit and Loss Accounts of the Company.

5. SHARE CAPITAL

The Paid up equity share capital as on March 31 2020 was Rs.305.15 Lakhs divided into3051500 equity shares of Rs. 10/- each. During the year under review the Company hasneither issued any shares/convertible warrant nor has granted any stock options and norsweat equity.

6. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES PERFORMANCE ANDFINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has NO subsidiaries and Associates as on March 31 2020. HencePursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the

Company's subsidiaries/ Associate Companies and Joint Ventures in Form AOC-1 is NotApplicable for Financial year ended 31st March 2020.

7. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the company together with a certificate from Mr. Dhiren R. DaveCompany Secretary in Practice confirming compliance and Management Discussion AnalysisReport forms an integral part of this Annual Report.

Further the Company is not filing the Corporate Governance report as for our companyregulation 15 is not application so therefore compliances in respect for the same is notrequired in terms of Regulation 27(2) of SEBl (Listing Obligation and DisclosureRequirement) Regulations 2015 as the paid up equity share capital of the Company is notexceeding rupees ten crore and net worth not exceeding rupees twenty five crore as on thelast day of the previous financial year. Intimation has been given to respective stockexchange for the same.

8. FIXED DEPOSITS:

During the year under review the company has not accepted any deposits within themeaning of section 73 of the Companies Act 2013 and the rules made there under.

9. DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013read with rules framed thereunder.

10. DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr.. Narayan Saboo (holding DIN No. 00223324)willretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment. The details of the aforesaid directors his expertise invarious functional areas as required to be disclosed under Regulation 36(3) of the SEBI(LODR) Regulations 2015 forms a part of the Notice of the ensuing Annual GeneralMeeting.

Further as on 11th July 2020 Mrs. Madhu Saboo resign from the post ofManaging Director.

Also as on 24th August 2020 Ms. Payal Loya resign from the post ofIndependent Director and Ms. Samiksha Nandwani appointed as on additional IndependentDirector on the Board.

Further the Committee been reconstituted accordingly.

11. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of Committees. The performance of the Board / Committee was evaluated afterseeking inputs from all the Directors / Committee members on the basis of the definedcriteria including composition and structure effectiveness of meetings information andfunctioning. Performance evaluation of Independent Directors was done by the entire Boardexcluding the Independent Director being evaluated on the basis of relevant knowledgeexpertise experience devotion of time and attention to company's long term strategicissues and understanding of duties roles and function as Independent Director. TheDirectors expressed their satisfaction with the evaluation process.

12. NUMBER OF MEETINGS HELD

The Board met six times during the financial year the details of which are givenbelow. The intervening gap between any two meetings was within the period prescribed bythe Companies Act 2013 and the Listing Regulations.

13. POLICY ON DIRECTOR'S APPOINTMENT REMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributes andother matters provided under sub section (3) of section 178 of the Companies Act 2013. TheCompany's Remuneration Policy for directors Key Managerial Personnel and other employeesis annexed as Annexure - 2 to the Director's Report and also available on Company'swebsite www.maskinvestments.com.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the Company has adopted a Vigil mechanism/WhistleBlower Policy. This policy is also posted on the Company's websitewww.maskinvestments.com.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has formulated a familiarization program for the Independent Directors toprovide insights into the Company to enable the Independent Directors to understand itsbusiness in depth and contribute significantly to the Company. The details of such programare available on the Company's website www.maskinvestments.com.

16. COMPOSITION OF KEY MANAGERIAL PERSONNEL (KMP)

The Company has the following KMP;

Name Designation Date of appointment Date of resignation
Mrs. Madhu Narayan Saboo Managing Director 18/01/2017 11/07/2020
Mrs. Ayushi M. Saboo CFO 15/09/2016 --
Miss. Sanju Patel Company Secretary 25/08/2018 08/06/2019
Miss Kusum lata Rathi Company Secretary 10/10/2019 --

17. COMPOSITION OF AUDIT AND NOMINATION & REMUNERATION COMMITTEE

The Audit Committee comprises of Mr. Harmil Shah (Chairman) Ms. Samiksha Nandwani(Member) (Proposed additional Independent Director) and Mr. Naresh Saboo (Member).TheNomination and Remuneration Committee comprises of Ms. Samiksha Nandwani (Chairperson)(Proposed additional Independent Director) Mr. Harmil Shah (Member) and Mr. Sachin Jain(Member). Brief details on the committee are given in the Corporate Governance Report. Allthe recommendations of the audit committee are accepted by the Board.

18. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013 that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

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

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

19. STATUTORY AUDITORS:

M/s. Rajendra Sharma & Associates Chartered Accountants (Firm Registration No.108390W) were appointed as Auditors of the Company by the members to hold office for aterm of five (5) consecutive years commencing from Financial year 2017-18 up to Financialyear 2021- 22 from the conclusion of 25th Annual General Meeting till the conclusion ofthe 30th Annual General Meeting of the Company (Subject to ratification of theirappointment by the Members at every Annual General Meeting) However pursuant to companiesAmendment Act 2017 which was notified on 7th May 2018 the provision related toractification of appointment of auditors by members at every AGM has been done away with.

In view of the above ratification by the Members for continuance of their appointmentat this AGM is not being sought. The Statutory Auditors have given a confirmation to theeffect that they are eligible to continue with their appointment and that they have notbeen disqualified in any manner from continuing as Statutory Auditors. The remunerationpayable to the Statutory Auditors shall be determined by the Board of Directors based onthe recommendation of the Audit Committee.

21. SECRETARIAL AUDIT

Mr. Dhiren R Dave Surat Practising Company Secretaries were appointed to conduct thesecretarial audit of the Company for the financial year 2019-20 as required under Section204 of the Companies Act 2013 read with rules framed there under. The Secretarial AuditReport for F.Y 2018-19 is annexed as Annexure - 3 to the Director's Report. No commentmade in the Secretarial Audit Report.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company doesn't fall under the ambit of Section 135 (1) hence Corporate SocialResponsibility policy is not applicable to the Company.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE

Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made thereunder are not attracted. Thusdisclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel. The transactions withrelated parties as per requirements of Accounting Standard (AS-18) – 'Related PartyDisclosures' are disclosed in Note No. 22 of Notes to Accounts in the Annual Report. AllRelated Party Transactions if any are placed before the Audit Committee and also to theBoard for approval. Omnibus approval if required was obtained for transactions which areof repetitive nature. The policy on materiality of Related Party Transactions as approvedby the Board of Directors has been uploaded on the website of the Companywww.maskinvestments.com. None of the Directors/KMP has any pecuniary relationship ortransactions vis--vis the Company.

25. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board formally adopted steps forframing implementing and monitoring the risk management plan for the Company by way ofRisk Management Policy. The main objective of this policy is to ensure sustainablebusiness growth with stability and to promote a pro-active approach in reportingevaluating and mitigating risks associated with the business. The policy establishes astructured and disciplined approach to Risk Management in order to guide decisions onrisk related issues. In today's challenging and competitive environment strategies formitigating inherent risks associated with

Business and for accomplishing the growth plans of the Company are imperative. Thecommon risks inter alia are risks emanating from; Regulations Competition BusinessTechnology obsolescence Investments retention of talent finance politics and fidelity.As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same. The Risk Management Policy is also hosted on the Company's websitewww.maskinvestments.com.

26. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

There are no such major material changes and commitments occurred affecting thefinancial position of the company which has occurred between the end of the financial yearof the company to which the financial statements relate and the date of the report.

27. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. The Company's internal control system is commensurate with its sizescale and complexities of its operations. During the year such controls were tested andno reportable material weaknesses in the design or operation were observed.

28. LISTING OF SHARES AND LISTING FEES

The Equity Shares of your Company are listed on the National Stock Exchange of IndiaLimited. The Company has paid annual listing fees to the stock exchanges for the financialyear 2020-21.

29. REMUNERATION AND PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 read with Rule5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed as Annexure - 4 to the Director's Report.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the particulars relating to conservation of energytechnology absorption and foreign exchange earnings and outgo is - not applicable to theCompany.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has an Anti-Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. Your Directors further state that during the yearunder review No compliant was received from any employee during F.Y 2019-20 and hence nocomplaint is outstanding as on 31st March 2020 for redressal.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review there are not any significant or material orders passedby the Regulators or Courts or tribunals impacting the going concern status and yourCompany's operations in future.

33. ACKNOWLEDGMENT:

The Board of Directors wishes to place on record its appreciation for the commitmentdedication and hard work done by the employees in the Company and the cooperation extendedby Banks Government authorities customers and shareholders of the Company and looksforward to a continued mutual support and co-operation.

For and on behalf of the Board of Directors
For Mask Investments Limited
Sd/-
Naresh Saboo Date: August 24 2020
(Director) Place: Surat

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