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Nagpur Power & Industries Ltd.

BSE: 532362 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE099E01016
BSE 00:00 | 30 Jul 49.20 2.20
(4.68%)
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NSE 05:30 | 01 Jan Nagpur Power & Industries Ltd
OPEN 47.35
PREVIOUS CLOSE 47.00
VOLUME 2797
52-Week high 49.35
52-Week low 21.10
P/E 28.28
Mkt Cap.(Rs cr) 64
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 47.35
CLOSE 47.00
VOLUME 2797
52-Week high 49.35
52-Week low 21.10
P/E 28.28
Mkt Cap.(Rs cr) 64
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nagpur Power & Industries Ltd. (NAGPURPOWER) - Director Report

Company director report

#MDStart#

Management Discussion and Analysis Report

To

The Members

Your Directors have pleasure in presenting the Twenty Fourth Annual Report togetherwith the Audited Statements of Accounts of the Company for the Financial Year ended March312020. The Management Discussion and Analysis is also included in this Report.

Financial Highlights

The performance of your Company for the year under review is summarized below:

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

2019-2020 2018-2019 2019-2020 2018-2019
Revenue from Operations 14.88 46.70 3082.93 4099.90
Other Income (Net of Excise Duty) 269.11 156.26 281.99 153.59
Total Income / Revenue 283.99 202.96 3364.92 4253.49
Profit/(Loss) before Interest Depreciation & Tax 16.04 (65.82) (157.67) 319.44
Less: Interest 1.35 1.29 126.08 108.26
Profit before Depreciation & Tax 14.69 (67.11) (283.75) 211.18
Less: Depreciation 17.18 17.90 232.81 207.09
Profit/ (Loss) before Taxation (2.49) (85.01) (516.56) 4.09
Less: Provision for Current Tax / (MAT) (7.66) - (7.66) -
Deferred Tax and adjustments prior year - -
Less MAT Credit - -
Profit/ (Loss) after tax for the year (10.15) (85.01) (524.22) 4.09
Total other comprehensive income (net of tax) (239.14) 50.98 (226.83) 39.14
Total comprehensive income for the year (249.29) (34.03) (751.06) 43.23

Dividend and Reserves

In view of losses suffered by the Company your Directors do not recommend any dividendfor the financial year ended March 31 2020. During the year under review no amount wasrequired to be transferred to General Reserve.

Share Capital

During the year the Company has not issued shares with differential voting rights norhas granted any stock options or sweat equity. There was no provision made of the money bythe Company for purchase of its own shares by employee or by trustee. As on March 312020 none of the Directors of the Company hold instruments convertible into equity sharesof the Company.

During the year there was no change in the Share Capital of the Company.

As on March 312020 the issued subscribed and paid up share capital of your Companystood at Rs.130955070/- comprising 13095507 Equity shares of Rs.10/- each.

Directors and Key Managerial Personnel

The Company is well supported by the knowledge and experience of its Directors and KeyManagerial Personnel. Pursuant to provisions of the Companies Act 2013 Ms. NidhiSalampuria Director of the Company is liable to retire by rotation and being eligiblehas offered herself for re-appointment. The Board recommends her re-appointment..

During the year the shareholders approved the re-appointment of Mr. Nimis Sheth as anIndependent Director of the Company for the second term of 5 (five) consecutive years witheffect from September 15 2019.

All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as Directors in terms of Section 164 of the Companies Act 2013 and notdebarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutoryauthority from being appointed or continuing as Director of the Company or any otherCompany where such Director holds such position in terms of Regulation (10) (i) of Part Cof Schedule V of Listing Regulations.

The Board of Directors had appointed Mr. Ajit Ranchhoddas Kantelia as an AdditionalDirector of the Company w.e.f. June 30 2020. In accordance with the provisions of theCompanies Act 2013 Mr. Ajit Ranchhoddas Kantelia holds office upto the date of theensuing Annual General Meeting of the Company. The Company has received a notice inwriting under Section 160 of the Companies Act 2013 from a Member proposing hisappointment as Director of the Company. The board recommends his appointment as aNon-Executive Non-Independent Director of the Company liable to retire by rotation. Abrief profile and other related information of the directors has been given in the Noticeconvening the Annual General Meeting. The Board recommends his appointment.

The Board of Directors had appointed Mr. Shyam Bapurao Kanbargi as an AdditionalDirector of the Company w.e.f. June 30 2020. In accordance with the provisions of theCompanies Act 2013 Mr. Shyam Bapurao Kanbargi holds office upto the date of the ensuingAnnual General Meeting of the Company. The Company has received a notice in writing underSection 160 of the Companies Act 2013 from a Member proposing his appointment as Directorof the Company. The board recommends his appointment as a Non-Executive IndependentDirector of the Company not liable to retire by rotation and to hold office for a term offive consecutive years upto June 29 2025. Mr. Shyam Bapurao Kanbargi has givendeclaration that he meets the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and Regulation 16 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. A brief profile and other related informationof the directors has been given in the Notice convening the Annual General Meeting. TheBoard recommends his appointment.

Mr. Gautam Khandelwal is proposed to be re-appointed as a Whole-Time Directordesignated as "Executive Chairman" w.e.f. July 012020 for the period of threeyears who shall be liable to retire by rotation subject to approval of shareholders atthe ensuing Annual Gerneral Meeting. The board recommends his re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting. A briefprofile details of remuneration proposed to be paid and other related information of thedirectors has been given in the Notice convening the Annual General Meeting. The Boardrecommends his re-appointment.

The Company has following persons as Key Managerial personnel (KMP):

Sr. No. Name of the person Designation Date of Appointment as KMP
1. Mr. Gautam Khandelwal Executive Chairman 15.09.2014
2. Mr. Santosh Khandelwal Chief Financial Officer 30.09.2014
3. Ms. Nidhi Salampuria Company Secretary 30.09.2014

Details of Board meetings

During the year the Board of Directors met 6 times details of which are provided inthe Corporate Governance report. Committees of the Board

The details of the various committees of the board and their composition as on March31 2020 are as under:

Name of Director(s) Audit Committee Stakeholder Relationship Committee Nomination & Remuneration Committee
Mr. Nimis Savailal Seth Chairman Chairman Chairman
Mr. Gautam P. Khandelwal Member Member Member
Mr. Virat Mehta Member Member Member

Declaration by Independent Directors (IDs)

Mr. Nimis Sheth and Mr. Virat Mehta are Independent Directors of the Company. TheCompany has received declaration from them confirming that they meet the criteria ofindependence as prescribed under Section 149 (6) of the Companies Act 2013.

During the year the Independent Director Meeting was held on November 14 2019 asrequired by regulation 25 of SEBI (LODR) Regulations 2015.

Nomination and Remuneration Policy

The policy of the company on Director's Appointment and remuneration includingcriteria for determining qualifications positive attributes and independence of adirector and other matters provided under sub-section (3) of Section 178 of the CompaniesAct 2013 is adopted by the Board and may be accessed on the Company's website at thelink: http://www.nagpurpowerind.com/ investors/corporate-governance/. We affirm that theremuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was prepared asper the requirement of the act which included various aspects of Boards and Committeesfunctioning Composition of the Board and its Committees functioning of the Individualdirectors. The aspects covered in the evaluation included the contribution to andmonitoring of corporate governance practices and the fulfillment of Directors' obligationsand fiduciary responsibilities including but not limited to active participation at theBoard and Committee meetings.

Further the Independent Directors at their meeting reviewed the performance of BoardChairman of the Board and of Non - Executive Directors.

The Board expressed their satisfaction with the evaluation process.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the Regulators or Courts orTribunals which may impact the going concern status and Company's operations.

Internal Financial Controls

The details in respect of internal financial control and their advocacy are included inthe management discussion and analysis which forms part of this Annual Report.

Deposits

During the year your Company has not accepted any deposits under the provisions ofChapter V of the Companies Act 2013 and the rules made there under.

Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Joint Ventures/Associate Companies. The Company has OneSubsidiary Company "The Motwane Manufacturing Company Private Limited".

Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under Section 186 of the CompaniesAct 2013 form part of the notes to the financial statements provided in this AnnualReport.

Management Discussion and Analysis

a) Economy review:

The long-term growth perspective of the Indian economy is changing due to continuedinvestments in infra in Transmission and Distribution railways and metro's lighting anddigital initiatives. Stable policies and good initiatives like smart cities. Your Company(through its Subsidiary) is in the business of manufacturing electrical test andmeasurement equipments a significant portion of which is supplied to the power sectorwhich has continued to be affected by the political & economic situation. We werehoping to see a gradual recovery but the first quarter of 2020 saw an unprecedentedoutbreak of COVID-19 pandemic which caused an all-round disruption of economies around theworld and dampened the already bleak economic prospects. It has proved to be one of themost damaging events of human history and believed to have deep and cascading impactacross the entire economic chain. India declared world's largest lockdown in March 2020and steadily market is unlocking but situation is still unpredictable. As on date thedaily count of patient of our country is highest in the world. Once the world'sfastest-growing major economy India is set to post the steepest quarterly decline ingross domestic product in Asia as it quickly becomes the global hotspot for coronavirusinfections.

b) Business and Industrial review and future outlook:

The Company mainly operated on Metal Recovery Plant and produces Low Ferro Manganese(Slag) through its slag recovery process. However the re-useable waste of fine particlesremaining in the manganese slag which was dumped at various places at the factory site isdepleting and it is uncertain how much slag is left. The technical consultants are also ofthe same view.

The management of the Company has foreseen this & thus entered another segment ofbusiness couple of years earlier via a majority stake in "The Motwane ManufacturingCompany Private Limited" now a subsidiary company and is looking to develop itsbusiness in electrical sector. The company is also looking at other business opportunitiesincluding monetizing its assets and redeployment of the same in better businessopportunities.

c) Risks Concerns & Threats and Impact of Covid - 19 on business:

Our Registered Office at Mumbai and Factory at Nagpur were closed w.e.f. March 23 2020following the national lockdown imposed throughout the country. The outbreak of COVID -19pandemic and the consequent announcement of series of lockdowns and other restrictions bythe government have affected the financial performance of the Company due to which thetotal revenue of the Company will have an impact.

Further the lockdown has had an adverse impact on the business of our subsidiarycompany "The Motwane Manufacturing Company Private Limited". The factory of thecompany had to be kept closed for a substantial period of time. As present the factory isfunctioning in accordance with the local & national business operating rules.

Although with effect from June 08 2020 the lockdown has been lifted to a certainextent but the Company continues to provide the "Work From Home" facility toits employees so as to avoid the risk associated with the said pandemic.

The Company has taken all necessary steps to adhere to the guideline for socialdistancing with various directives issued by the Central/State Government and has putsafety measures which include: - Sanitization of Premises Enforcing wearing of masks andHand sanitizer at entry point etc. Thus any employees who need to come to office theyhave to follow all the rules and regulations. The company is providing transportfacilities and employees have to follow social distancing at all times.

Due to the unpredictable nature of the situation it is very early & difficult toassess the actual future impact of COVID-19 with reasonable certainty. With the opening ofdomestic markets post lockdown we expect business to improve gradually in the comingmonths.

Further depletion of slag dumps posed a major problem for the Company. In order tocounter this the Company entered into another business through its subsidiary company"The Motwane Manufacturing Company Private Limited" and is looking to developit. The Management of the Company meets frequently to take the stock of all the impendingand immediate threats to the business and takes necessary steps for positioning of theCompany to meet the same in time. Any major threats affecting the Company in general andbusiness environment indirectly affecting the functioning of the Company are discussedwith the Board from time to time.

d) Internal Control Systems:

The Company has adequate internal control systems in place with reference to thefinancial statements. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management Internal Auditors and Statutory Auditors and theadequacy of internal audit function significant internal audit findings and follow-upsthereon.

e) Financial Performance / Overview of Operations:

During the year under review the revenue from operation of the Company during the yearwas Rs. 14.88 Lakhs as compared to Rs. 46.70 Lakhs in the previous year.

Subsidiary Company and Consolidated Statements

Your Company has one subsidiary i.e ‘The Motwane Manufacturing Company PrivateLimited' (MMCPL). During the financial year 2019-20 total revenue of mMcPL was 31.12crores as compared to Rs. 40.70 crores in the previous financial year and the Companysuffered a loss of 5.14 crores as compared to a profit of Rs. 89.10 Lakhs in the previousfinancial year.

The Consolidated Financial Statement of your Company for the financial year 2019-20 isprepared in compliance with applicable provisions of the Companies Act 2013 AccountingStandard and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheConsolidated Financial Statements have been prepared on the basis of audited financialstatements of the Company its subsidiary as approved by their respective Board ofDirectors.

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient features of the financial statement of Company's subsidiary is given as AOC-1.Brief particulars about the business of the Subsidiary are given hereunder.

MMCPL is an R & D based company and has developed various high technology test andmeasurement products which have applicability in the domestic and international markets.The company's products are sold primarily to the power sector and energy intensiveindustries. The company expects gradual pick up in its order book due to growth and reformin the distribution sector in which the company operates. Alternatively it is exploringits potential in the IOT space in adjacent areas like smart lighting and other IOT relatedsmart & connected industrial solutions.

f) Material developments in human resources / industrial relations including number ofpeople employed:

The human resource plays a vital role in the growth and success of an organization. TheCompany has maintained cordial and harmonious relations with employees.

During the year under review various training and development workshops were conductedto improve the competency level of employee with an objective to improve the operationalperformance of individuals. The Company has built a competent team to handle challengingassignments and projects.

The Company has 14 permanent employees as on March 312020.

g) Details of Significant Changes

Ratios 2020 2019
Debtors turnover ratio - -
Interest coverage ratio (0.84) (65.10)
Current ratio 146.80 53.35
Debt equity ratio 0.000 0.004
Operating margin ratio (0.08) (1.79)
Net profit margin % (68)% (182)%
Return on Networth % (0.15)% (1.18)%
PE ratio (0.08) (0.65)
Return on Net worth % (423.13) (57.31)

Reason for significant change:

• The interest coverage ratio has gone up to (0.84) from (65.10) last year and itsdue to profit from sale of mutual funds.

Management is of the view that (0.84) this year is due to the losses are due to Ind ASeffect wherein the notional losses of current investments have been factored in and theCompany has adequate cash flow to service the interest.

• The debt has decrease as compared to last year and the company has a comfortabledebt equity ratio.

• The net loss margin has decreased due to profit from sale of mutual funds.Management's contention for Net loss Margin at 68% is due IND AS effect wherein thenotional losses of current investments have been factored in.

• The negative earnings per share have decreased from (0.65) to (0.08) per sharedue to the profit from sale of mutual funds in the current year. The negative EPS ismainly on account of notional losses of current investments as per Ind AS and as such isof transitional nature.

h) Details of any change in Return on Net Worth as compared to the immediately previousfinancial year:

Due to decrease in loss for the current year the negative return on shareholders'equity has come down to (0.15)% from (1.18)% last year. The management has reiterated thatsince the net losses are mainly due to the Ind AS affect the negative

EPS is of transitional nature.

Risk Management

The Company is aware of the risks associated with the business. The Senior Managementsregularly analyses and takes corrective actions for managing / mitigating the same. Interms of the requirement of the Act the Company has authorized Senior Management tomanage monitor and report on the principal risks and uncertainties that can impact theability to achieve the Company's strategic objectives. The Senior Management periodicallyinforms the board on various issues along with its recommendations and comments forBoard's review and necessary action.

Statutory Auditors their Report and Notes to Financial Statements

M/s. Parekh Sharma and Associates Chartered Accountants (Firm Registration No.129301W) were appointed as the Statutory Auditors of the Company as per the provisions ofSection 139 of the Companies Act 2013 to hold office from the conclusion of the 21stAnnual General Meeting (AGM) held on September 28 2017 until the conclusion of the Fifthconsecutive AGM of the Company to be held in the year 2022 (subject to ratification oftheir appointment by the Members at every AGM held after the AGM held on September 282017).

In accordance with the Companies Amendment Act 2017 enforced on May 07 2018 by theMinistry of Corporate Affair the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting. Therefore it is not proposed to ratify theappointment of auditors at the ensuing Annual General Meeting.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

Details In Respect of Frauds Reported By Auditors

During the year under review the Statutory Auditors has not reported any instances offrauds committed against the Company by its Officer(s) or Employee(s) to the Board undersection 143(12) of the Companies Act 2013.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under M/s. DSM &Associates Practicing Company Secretary (COP No. : 9394) have been appointed asSecretarial Auditors of the Company. The secretarial audit report does not contain anyadverse remarks or disclaimers and is enclosed as Annexure I to this report. The report isself-explanatory and do not call for any further comments.

Secretarial Standards

The Company is in compliance with the applicable secretarial standards.

Internal Auditor

In terms of Section 138 of the Companies Act 2013 and the rules made there under M/sM. V. Ghelani & Co. Chartered Accountants (ICAI Registration No. 119077W) areInternal Auditors of the Company. The audit Committee of the Board of Directors inconsultation with the Internal Auditors formulate the scope functioning periodicity andmethodology for conducting the internal audit.

Related Party Transactions

There have been no materially significant related party transactions between theCompany and the Directors the management the key managerial personnel the subsidiariesor the relatives except for those disclosed in the financial statements.

Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) along with the justification for entering into such contract orarrangement in Form AOC-2 does not form part of the report.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and can be accessed at the Web link:http://www.nagpurpowerind.com/investors/corporate-governance/

Extract of the Annual Return

Pursuant to the provisions of section 92(3) of Companies Act 2013 the extract of theannual return in Form No. MGT- 9 is enclosed with the report as Annexure II and is alsouploaded on the Company's website and can be accessed at the Web link: http://www.nagpurpowerind.com/investors/corporate-governance/

Disclosures pursuant to the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

Sr. No. Name of Director/KMP and Designation Remuneration of Director/KMP for financial year 201920 (Rs. in Lacs) % increase in Remuneration in the financial year 2019-20 Ratio of remuneration of each Director/ to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1. Mr. Nimis Sheth Independent Director NIL N.A. N.A. N.A.
2. Mr. Virat Mehta Independent Director 5.20 (Sitting fees) N.A. N.A. N.A.
3. Ms. Nidhi Salampuria Non-Executive Director NIL N.A. N.A. N.A.
4. Mr. Gautam Khandelwal Executive Chairman 12.00 NIL 6.50:1 Company has made a Loss of Rs. 10.15 Lakhs for F.Y. 19-20 VS Loss of 85.01 Lakhs (Previous Year)
5. Mr. Santosh Khandelwal Chief Financial Officer 14.20 11.20% N.A.
6. Ms. Nidhi Salampuria Company Secretary & Compliance Officer 25.00 NIL N.A.

Notes:-

i) The Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2019-20: As per table given above.

ii) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2019-20: As per table given above.

iii) The percentage increase in the median remuneration of employees in the financialyear 2019-20: 37.27%

iv) There were 14 confirmed employees on the rolls of the Company as on March 312020.

v) Average percentage increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentageincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: As pertable given above.

vi) Affirmation that the remuneration is as per remuneration policy of the Company- Yes

B) Particulars of employee's remuneration as required under section 197(12) of theCompanies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016:

During the year under consideration none of the employees of the Company were inreceipt of remuneration in excess of limits prescribed section 197(12) of the CompaniesAct 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016 hence particulars as required under section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 are notgiven.

Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgo

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 are given below:

(A) Conservation of Energy:

Your Company continues to take appropriate measures to reduce its energy consumption ona regular basis.

(B) Technology Absorption:

a. Research and Development (R & D):

The Company has not undertaken any R&D activity in the current year.

b. Technology Absorption Adaptation and Innovation:

The Company has not imported any technology during the year.

(C) Foreign Exchange earnings and outgo:

During the year the foreign Exchange outgo was Rs 2.05 lakhs (Previous year - Rs. 2.57lakhs).

The foreign exchange Earning was Nil (Previous year - Nil).

Corporate Social Responsibility (CSR)

Since the CSR norms are not applicable to the Company hence the disclosures as perRule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 is not requiredto be made.

Cost Record

Maintenance of cost records as specified under Section 148(1) of the Act is notapplicable to your Company.

Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Vigil Mechanism and Whistle Blower Policy to report genuineconcerns about any unethical behavior actual or suspected fraud or violations of theCompany's code of conduct. The provisions of this policy are in line with the provisionsof Section 177 (9) of the Act. The policy can be accessed on the Company's website atfollowing link http://www.nagpurpowerind. com/investors/corporate-governance/Disclosureunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of Sexual Harassment Complaints received and disposed offduring the year 2019-2020.

No. of Complaint received No. of Complaints disposed off No. of Complaints pending
Nil N.A. N.A.

Material Changes

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthis report relates and the date of the report except as otherwise mentioned in thisdirector report if any.

There had been no changes in the nature of Company's business. To the best ofinformation and assessment there has been no material changes occurred during thefinancial year generally in the classes of business in which the Company has an interestexcept as otherwise mentioned in this director report if any.

Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 (the Act) theBoard of Directors to the best of their knowledge and ability confirm that:

i) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and that there are no material departures;

ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that year;

iii) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Corporate Governance

The Company adheres to the requirements set out by the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Corporate Governance practices and haveimplemented all the stipulations prescribed. The Company has implemented several bestcorporate governance practices.

The Corporate Governance which form an integral part of this Report are set out asAnnexure III together with the Certificate from the Auditors of the Company regardingcompliance with the requirements of Corporate Governance as stipulated in SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Acknowledgements

Your Board of Directors wishes to place on record their appreciation for thewhole-hearted co-operation received by the Company from the Shareholders variousGovernment departments Business Associates Company's Bankers and all the employeesduring the year.

For and on behalf of the Board
Place: Mumbai Gautam Khandelwal
Date: September 02 2020 Chairman
DIN 00270717

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