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Neo Infracon Ltd.

BSE: 514332 Sector: Infrastructure
NSE: N.A. ISIN Code: INE216I01017
BSE 00:00 | 23 May 13.00 0.10
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NSE 05:30 | 01 Jan Neo Infracon Ltd
OPEN 13.30
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VOLUME 1112
52-Week high 35.70
52-Week low 10.80
P/E 50.00
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.30
CLOSE 12.90
VOLUME 1112
52-Week high 35.70
52-Week low 10.80
P/E 50.00
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Neo Infracon Ltd. (NEOINFRACON) - Director Report

Company director report

To

The Members

Your Directors present 38th Annual Report on the businessand operations of the Company together with the audited financial statements for thefinancial year ended March 31 2021 and other accompanying reports notes andcertificates.

(Amount in Rs.)

Particulars Standalone Consolidated
Year ended 31.03.2021 Year ended 31.03.2020 Year ended 31.03.2021 Year ended 31.03.2020
Revenue from operations

-

2250000 148770000 155360000
Revenue from Other Income 657593 2129496 31858620 19944799
Total Income 657593 4379496 180628620 175304799
Profit / (loss) before Financial Expenses Preliminary expenses Depreciation and Taxation (1181872) 1886525 23748036 43702179
Less: Financial expenses 1886100 1577333 9664175 13649575
Operating profit / (loss) before Preliminary expenses Depreciation & Taxation (3067972) 309192 14083861 30052603
Less: Depreciation & Preliminary expenses written off 6384 2280 798578 1510947
Profit before Taxation (3074356) 306912 13285282 28541657
Less: Provision for Taxation

-

-

-

-

Current Tax

-

348420 1613395 6487271
Short/(Excess) tax provision for earlier years (223081) 49133 982143 60353
Deferred Tax

-

-

(36651) (194599)
Profit after Taxation (2851275) (90641) 10726395 22188632

OVERVIEW OF COMPANY'S PERFORMANCE

1. Operations:

The performance of the company during the year was satisfactory. Duringthe year under review the turnover of the Company was Rs. 657593 as againstRs.4379496during the previous year. The Consolidated turnover of the Company was Rs. 180628620asagainst Rs.175304799 in previous year.

2. Impact of COVID-19:

The unprecedented scale of the impact of COVID-19 on Indian real estatecan be gauged from the fact that the sector has incurred a loss of over Rs 1 lakh croresince the pandemic broke out. The second wave of Covid-19 has been more devastating thanthe first with severe repercussions on the healthcare system all around. To curtailcases there have been localized lockdowns across most of the top cities and this hasaffected site visits and therefore housing sales. 2020 was a highly volatile andchallenging year. Covid-19 changed almost every aspect of human lives in ways neverimagined. The economic toll from the pandemic was unprecedented. Operational challengesmounted due to restricted movement and disrupted supply lines. As the Covid-19 casescontinued to rise exponentially the economy declined sharply. Covid-19 has been theoverriding concern for our people during the year as the pandemic impacted virtually everypart of their lives especially work arrangements. The Board of Directors have consideredthe above impact on the financial statements of the Company and disclosed in the notesthereto.

3. Share Capital:

The Authorised Share Capital of the Company is Rs. 60000000. TheIssued Subscribed and Paid up Equity Share Capital of the Company as on March 31 2021was Rs. 53068000 divided into 5306800 Equity Shares of Rs. 10 each fully paid up.During the year under review the company has not issued shares with differential votingright nor granted Stock Option or Sweat Equity.

4. Dividend& Reserves:

In view of inadequate profits your directors propose not to declare anydividend for financial year 2020-21 your directors do not recommend any dividend for theyear. During the year under review no amount was transferred to reserves.

5. Matters Related to Directors and Key Managerial Personnel:

A. Composition of the Board:

As on March 31 2021 the Board of Directors comprises of 5 (Five)Non-Executive Directors and 1 (One) Executive Director. The Non-Executive Directorsinclude 4 (Four)Independent Directors (including a Woman Director). The compositionof theBoard is in conformity with the provisions of the Act and Regulation17 of the Securitiesand Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations2015 ("Listing Regulations").

The composition of the Board is in conformity with the Company Act2013 which inter alia stipulates that the Board should have an optimum combination ofExecutive and Non-Executive Directors with at least one Woman Director and at least 1/3 ofthe Board should consist of Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act2013(‘the Act') and the Company's Articles of Association Mr. AnkushMehta (DIN: 06387976) retires by rotation and being eligible has offered himself forre-appointment. The Nomination and Remuneration Committee and Board recommend hisre-appointment. In accordance with Section 149 of the Companies Act 2013 the Members ofthe Company at its 37th AGM re-appointed Mr. Rajen Mehta and Ms. VarishaKanungoas Independent Directors for 5 consecutive yearsupto 29th March 2025. Thetenure of Mr. Nitesh Jain and Mr. Rahul Kanungo as Independent Directors of the Company isupto 25th March 2023.

Ms. Suyashi Mishra Company Secretary and Compliance Officer resignedon January 02 2021 and in her place Ms. DarshanaSawant was appointed with effect fromJanuary 02 2021as Company Secretary and Compliance Officer of the Company.

B. Director's attendance record and details of Directorships positionsheld:

Name of Director Designation & Category of Directorship No. of Board Meeting attended
Mr. Ankush Mehta Chairman & Managing Director 6
Mr. Bhavik Mehta Non-Executive Director 6
Ms. VarishaKanungo Non-Executive Independent Director 3
Mr. Rajen Mehta Non-Executive Independent Director 4
Mr. Rahul Kanungo Non-Executive Independent Director 1
Mr. Nitesh Jain Non-Executive Independent Director 1

Declaration by an Independent Director(s) and re- appointment

The Company has received declaration of Independence from all theIndependent Directors as required under Section 149(7) of the Companies Act 2013confirming that they meet the criteria of independence underSection 149(6) of theCompanies Act 2013 read with Regulation 16(1)(b) of SEBI (LODR). In the opinion oftheBoard the Independent Directors fulfil the said conditions of Independence. TheIndependent Directors havealso confirmed that they have complied with the Company'sCode of Business Conduct & Ethics.

The Company has fourIndependent Directors as a set of PracticeCompany is used to take declaration of Independence from Independent Director in the firstboard meeting of Directors after their appointment and in every first board Meeting of theFinancial Year. An Independent Director who has been appointed in last AGM shall holdoffice for a term up to five consecutive years on the Board of a Company but shall beeligible for reappointment for next five years on passing of a special resolution by theCompany.

The Ministry of Corporate Affairs (‘MCA') vide NotificationNo. G.S.R. 804(E) dated October 22 2019 and effective from December 01 2019 hasintroduced the provision relating to inclusion of names of Independent Directors in theData Bank maintained by Indian Institute of Corporate Affairs (‘IICA'). AllIndependent Directors of your Company are registered with IICA. In the opinion of the

Board the Independent Directors possess the requisite integrityexperience expertise proficiency and qualifications.

C. Key Managerial Personnel :

Pursuant to the provisions of Section 203 of the Companies Act 2013the Company has three Key Managerial Personnel viz. Mr. Ankush Mehta as the Chairman &Managing Director and Chief Executive Officer Ms. DarshanaSawant as the Company Secretary& Compliance Officer and Mr. Dilip Mehta as the Chief Financial Officer of theCompany.

6. Board Evaluation:

The Board of Directors carried out an annual evaluation of its ownperformance performance of Board Committees and individual Directors pursuant to theprovisions of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The performance of the Board the Committees andindividual Directors was evaluated by the Board after seeking inputs from all theDirectors through a questionnaire.

The evaluation framework for assessing the performance of Directors ofthe Company includes various parameters like qualifications knowledge level ofengagement and contribution skills and experience in the respective fields honestyintegrity ethical behaviour and leadership Independence of judgment attendance at themeetings understanding the business regulatory competitive and social environmentunderstanding strategic issues and challenges etc. In a separate meeting of IndependentDirectors performance of Non-Independent Directors and performance of the Board as awhole was evaluated taking into account the views of the Non-ExecutiveDirectors.Performance evaluation of Independent Directors was done by the entire Boardexcluding the Independent Director being evaluated. The Board of Directors expressed theirsatisfaction over the evaluation process.

7. Number of meetings of the Board of Directors:

The Board met 6 times during the Financial Year 2020-21 i.e. on 27thJuly 2020; 14th September 2020; 11thNovember 2020;02ndJanuary 2021; 29th January 2021 and 10th February 2021.Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.

Board Committees:

The Board of Directors has constituted three Committees which are asfollows:

1. Audit Committee

2. Nomination and Remuneration Committee and

3. Stakeholders Relationship Committee.

All decisions pertaining to the constitution of Committees appointmentof Members and fixing of terms of reference / role of the committees are taken by theBoard of Directors. A detailed particular relating to the above Committees forms anintegral part of this report.

8. Deposits:

During the year under review your Company has not accepted any deposit.Hence the provision for disclosure of the information relating to deposit is notapplicable.

9. Material changes and commitmentsaffecting the financial position ofthe Company:

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relates and the date of the Report.

10. Details of significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company's operations infuture:

No significant and material order passed by the any regulators orcourts or tribunals impacting the going concern status and company's operations in future.

11. Consolidated Financial Statements and Subsidiary Companies:

Pursuant to Section 129 (3) of the Companies Act 2013 ("theAct") consolidated financial statement of the Company and all its subsidiaries havebeen prepared which is a part of this Annual Report.The consolidated financial statementsof the Company and its Subsidiaries prepared in accordance with applicable AccountingStandards issued by the Institute of Chartered Accountants of India. In terms of Section136 of the Companies Act 2013 ('the Act') financial statements of the subsidiarycompanies are not required to be sent to the members of the Company. The Company willprovide a copy of separate annual accounts in respect of each of its subsidiary to anyshareholder of the Company if so desired and said annual accounts will also be kept openfor inspection at the Registered Office of the Company. In accordance with Section 136 ofthe Companies Act 2013 the audited financial statements including the consolidatedfinancial statements and related information of the Company and audited accounts of itssubsidiary are available on the Company's website.

A statement containing the salient features of the financial statementof the subsidiary in the prescribed format AOC 1 is provided in the Financial Statementwhich forms an integral part of this report. The statement also provides the details ofperformance and financial position of the subsidiary.

12. Directors' Responsibility Statement:

Pursuant to the provisions of Section 134(5) of the Companies Act2013 your Directors to the best of their knowledge and belief and according toinformation and explanation obtained by them confirm that:

A. In the preparation of the annual financial statements for the yearended March 31 2021 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;

B. Such accounting policies as mentioned in the Notes to the financialstatements have been selected and applied consistently and judgments and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2021 and of the Profit of the Company for theyear ended on that date;

C. Proper and sufficient care has been taken for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

D. The annual financial statements have been prepared on a goingconcern basis;

E. Proper internal financial controls had been laid down and followedand that such internal financial controls are adequate and were operating effectively; and

F. Proper systems to ensure compliance with the provisions of allapplicable laws were in places which were adequate and operating effectively.

13. Extract of the annual return:

The Extract of Annual Return as provided under Section 92(3) of theCompanies Act 2013 and as prescribed in Form No. MGT-9 of the Companies (Management andAdministration) Rules 2015 is included in this report as Annexure II.

14. Conservation of energy technology absorption and foreign exchangeearnings and outgo:

The particulars as required under the provisions of Section 134(3) (m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2015 inrespect of conservation of energy and technology absorption have not been furnishedconsidering the nature of activities undertaken by the Company during the year underreview.

The details of foreign exchange earnings and outgo during the yearunder review are as below: As the company business is totally situated in within thenational boundaries and no agreement for purchase or sale done with any foreign partiesand hence for the year under review company has no foreign exchange earnings or expenses.

15. Corporate Social Responsibility:

During the year under review company has not exceeds any of the limitprescribed in section 135 hence the company does not require to comply with the provisionsof Corporate Social Responsibility nor required to make any provision of expenses for CSRactivities given in Schedule VII of the Companies Act 2013.

16. Details of establishment of vigil mechanism for directors andemployees :

The corporate affairs of the Company are carried out in a fair andtransparent manner. The Company has a vigil mechanism named Whistle Blower Policy to dealwith any instances of fraud and mismanagement in the Company. The whistle blower mechanismshall provide for adequate safeguards against victimisation of persons who use suchmechanism and make provision for direct access to the Chairperson of the Audit Committeeon appropriate or exceptional cases.It is affirmed that no personnel of the Company hasbeen denied access to the Audit Committee.

17. Particulars of loans guarantees or investments under section 186:

During the year under review the company has provided Short Term Loanto its Wholly Owned Subsidiary of Rs.2728394as investment is made to Wholly OwnedSubsidiary hence section 186(3) is not applicable to such loan and advances. And theCompany has provided a Corporate Guarantee to the bank for its Wholly Owned Subsidiary.Except this loan and guarantee the company has not provided any short or long term loanand advances Guarantee or securities or made investment in any body-corporate or anyother person as defined in section 186 of Companies Act 2013.

18. Particulars of contracts or arrangements with related parties:

All Related Party Transactions are first placed before the AuditCommittee for its prior / omnibus approval which are of a foreseen and repetitive natureand thereafter referred to the Board. The transactions entered into with the relatedparties are at arm's length and in the ordinary course of business and are inaccordance with the provisions of the Companies Act 2013 read with rules made thereunderand Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The requisite disclosure is furnished in Form AOC 2 as Annexure I ofthis Report. There are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large. All relatedparty transactions are mentioned in the Notes to the Financial Statements and alsodisclosed to Stock Exchange on half yearly basis pursuant to clause 23(9) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. None of the transactions withany of related parties were in conflict with the Company's interest.

19. Particulars of Employees:

The statement containing particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report. Pursuant toSection 136(1) of the Act this Report is being sent to the Members of the Companyexcluding the aforesaid information. However copy of this statement may be obtained bythe Members by writing to the Company Secretary.

None of the employees listed in the said Annexure is related to anyDirector of the Company. None of the employees hold (by himself or along with his / herspouse and dependent children) more than 2% of the equity shares of the Company.

20. Statutory Auditors:

The M/S. D. Kothary& Co. Chartered Accountants has been appointedas a Statutory Auditor of the Company form the conclusion of 37thAnnual GeneralMeeting till the conclusion of the 41st AGM to be held in the year 2024without ratification of the members at every AGM. The observations made in theAuditors' Report of M/s. D Kothary& Co. Chartered Accountants for the year endedMarch 31 2021 read together with relevant notes thereon are self-explanatory and hencedo not call for any comments.

21. Auditors' Report:

Pursuant to the provisions of Section 139 to 143 of the Companies Act2013 and the rules made thereunder the Board of Directors have appointed M/S. DKothary&Co. Charted Accountants to undertake the Statutory Audit of the Company forthe financial year 2020-2021. The Report of the Statutory Auditor is annexed herewith inAnnual Report.

There is no qualification reservation or adverse remark or disclaimersmade by the Statutory Auditor in the Statutory Audit Report.

22. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors had appointed M/s. VKM & Associates Company Secretaries inPractice to undertake the Secretarial Audit of the Company for the financial year2020-2021. The Report of the Secretarial Auditor is annexed herewith as Annexure III andforms an integral part of this Report.

There are no qualifications reservations or adverse remarks ordisclaimers made by the Secretarial Auditor in his Secretarial Audit Report.

23. Details in respect of adequacy of internal financial controls withreference to the Financial Statements:

The Company has an integrated framework for managing risks and internalcontrol mechanism. The Company follows policies and processes to ensure accuracy infinancial information recording and compliance with statutes and laws. The internalfinancial controls have been embedded in the business processes. Internal controls areregularly tested for design implementation and operating effectiveness.

The company has an adequate Internal Control System Commensurate withthe size scale and complexity of its operations. The scope of the Internal Audit (IA)function outsources to M/s. Chaturvedi& Patel Chartered Accountants as of current iswell defined in the engagement letter of the Internal Auditor duly approved by the AuditCommittee. The Internal Auditor evaluates the adequacy of the internal control system inthe company on the basis of statement of operation procedure instruction manualsaccounting policy and procedure.

24. Audit Committee:

Terms of Reference:

Audit Committee of the Board of Directors ("the AuditCommittee") is entrusted with the responsibility to supervise the Company'sfinancial reporting process and internal controls. The composition quorum powers roleand scope are in accordance with Section 177 of the Companies Act 2013 and the provisionsof Regulation 18 of the Listing Regulations. All members of the Audit Committee arefinancially literate and bring in expertise in the fields of Finance Taxation Economicsand Risk management. It functions in accordance with its terms of reference that definesits authority responsibility and reporting function. The terms of reference of AuditCommittee inter alia amongst other things include mainly the following:

1. Overseeing the Company's financial reporting process anddisclosure of its financial information to ensure that the financial statement is correctsufficient and credible;

2. Recommending the appointment remuneration and terms of appointmentof auditors of the listed entity;

3. Approval of payment to statutory auditors for any other servicesrendered by the statutory auditors;

4. Reviewing with the management annual financial statements andauditor's report thereon before submission to the Board for approval with particularreference to: -

a. 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) of Section 134 of the Companies Act 2013;

b. changes if any in accounting policies and practices and reasonsfor the same;

c. major accounting entries involving estimates based on the exerciseof judgment bymanagement

d. compliance with accounting standards

e. significant adjustments made in the financial statements arising outof audit findings;

f. compliance with listing and other legal requirements relating tofinancial statements;

g. disclosure of related party transactions if any;

h. modified opinion(s) in the draft audit report if any.

5. Reviewing with the management the quarterly financial statementsbefore submission to the Board for approval;

6. Reviewing with the management the statement of uses / applicationof funds raised through an issue (public issue rights issue preferential issue etc.)the statement 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;

7. Reviewing and monitoring the Auditor's independence andperformance and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of thelisted entity with related parties ;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity whereverit is necessary;

11. Evaluation of internal financial controls and risk managementsystems;

12. Reviewing with the management performance of statutory andinternal auditors adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function if anyincluding the structure of the internal audit department staffing and seniority of theOfficial heading the department reporting structure coverage and frequency of internalaudit;

14. Discussion with internal auditors of any significant findings andfollow up there on;

15. Reviewing the findings of any internal investigations by theinternal auditors into matters where there is suspected fraud or irregularity or a failureof internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commencesabout the nature and scope of audit as well as post-audit discussion to ascertain any areaof concern;

17. To look into the reasons for substantial defaults if any in thepayment to the depositors debenture holders shareholders (in case of non-payment ofdeclared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of the appointment of chief financial officer afterassessing the qualifications experience and background etc. of the candidate;

20. Carrying out any other function as mentioned in the terms ofreference of the audit committee;

21. Review of information as mandated by the SEBI Listing Regulations.

The Audit Committee shall mandatorily review the following information:

(1) Management discussion and analysis of financial condition andresults of operations;

(2) Statement of significant related party transactions (as defined bythe audit committee) submitted by management;

(3) Management letters / letters of internal control weaknesses issuedby the statutory auditors;

(4) Internal audit reports relating to internal control weaknesses; and

(5) The appointment removal and terms of remuneration of the chiefinternal auditor shall be subject to review by the audit committee.

(6) Statement of deviations:

(a) Quarterly statement of deviation(s) including report of monitoringagency if applicable submitted to stock exchange.

(b) Annual statement of funds utilized for purposes other than thosestated in the offer document/prospectus/notice.

During the year under review Four Audit Committee Meetings were held onfollowing dates i.e. 27th July 2020; 14th September 2020; 11thNovember 2020; 10* February 2021. The requisite quorum was present at all the meetings.

Attendance:

Name of Director Designation &Category of Directorship No. of Meeting entitled to attended No. of Meeting attended
Mr. Rajen Mehta Non-Executive Independent Director 4 4
Mr. Ankush Mehta Chairman & Managing Director 4 4
Mr. Nitesh Jain Non-Executive Independent Director 4 1

25. Nomination and Remuneration Committee:

The role of the Nomination and Remuneration Committee ("NRC")is to oversee the selection of Directors and Senior Management Personnel based on criteriarelated to the specific requirement of expertise independence and execution. The NRCevaluates the performance of Directors and Senior Management Personnel based on theexpected performance criteria. NRC also recommends to the Board the remuneration payableto Directors and Senior Management Personnel of the Company. The Board on therecommendation of the Nomination and Remuneration Committee has framed and adopted apolicy for selection and appointment of Directors Senior Management and theirremuneration pursuant to the provisions of the Companies Act 2013. Following is the roleand responsibility of Nomination and Remuneration Committee:

(1) formulation of the criteria for determining qualificationspositive attributes and independence of a director and recommend to the board of directorsa policy relating to the remuneration of the directors key managerial personnel andother employees;

(2) Formulation of criteria for evaluation of performance ofIndependent Directors and the board of directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and whomay be appointed in senior management in accordance with the criteria laid down andrecommend to the board of directors their appointment and removal;

(5) Whether to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors;

Composition Meetings held and attendance

The composition of the NRC of the Board is in conformity with theSection 178 of the Act and Regulation 19 of the Listing Regulations. 2 (two) meeting ofthe NRC was held during the year under review viz. July 27 2020 and January 02 2021.The necessary quorum was present for all the meetings. The composition of the NRC as onMarch 31 2021 and the details of attendance of each Member at these meetings are givenbelow:

Attendance:

Name of Director Designation &Category of Directorship No. of Meetings entitled to attended No. of Meetings attended
Mr. Rajen Mehta Non-Executive Independent Director 2 2
Mr. Ankush Mehta Chairman & Managing Director 2 2
Ms. VarishaKanungo Non-Executive Independent Director 2 1

26. Stakeholders Relationship Committee:

Terms of Reference

The terms of reference of the Stakeholders Relationship Committee("SRC") as on March 31 2021 were as under:

1. Resolving the grievances of the security holders of the Companyincluding complaints related to transfer/transmission of shares non-receipt of annualreport non-receipt of declared dividends issue of new/duplicate certificates generalmeetings etc.

2. Review of measures taken for effective exercise of voting rights bythe shareholders.

3. Review of adherence to the service standards adopted by the Companyin respect of various services being rendered by its Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the Companyfor reducing the quantum of unclaimed dividends and ensuring timely receipt of dividendwarrants/annual reports/ statutory notices by the shareholders of the Company.

5. The SRC shall meet at least once in a year.

6. To attend Meeting(s): The Chairman of the SRC shall attend theAnnual General Meetings of the Company to provide any clarification on matters relating toits scope sought by the shareholders of the Company.

7. The Terms of Reference shall be reviewed and reassessed by the SRCperiodically and appropriate recommendations shall be made to the Board to update the samebased on the changes that may be brought about due to any regulatory framework orotherwise.

Composition Meetings held and attendance

The composition of the SRC of the Board is in conformity with Section178 of the Act and Regulation 20 of the Listing Regulations. During the year under reviewthe Committee met once i.e. on February 10 2021 and the necessary quorum was present atthe meeting. The composition of SRC and the details of attendance of each Member at themeeting are given below:

Attendance:

Name of Director Designation & Category of Directorship No. of Meeting entitled to attended No. of Meeting attended
Mr. Rajen Mehta Non-Executive Independent Director 1 1
Mr. Ankush Mehta Chairman & Managing Director 1 1
Ms. VarishaKanungo Non-Executive Independent Director 1 1

27. Vigil Mechanism:

The Committee shall maintain an oversight of the adequacy of thewhistle blowing/ vigil mechanisms. It shall review the Company's arrangements for itsemployees stakeholders and Directors to raise concerns in confidence about suspectedwrongdoing in the Company on matters including those related to ethics compliancefinancial reporting accounting and auditing.

The Committee shall ensure that these arrangements allow independentinvestigation of such matters and appropriate follow up action.

The whistle blower mechanism shall provide for adequate safeguardsagainst victimisation of persons who use such mechanism and make provision for directaccess to the chairperson of the Audit Committee on appropriate or exceptional cases.

28. Disclosure under 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 withthe requirements of The Sexual Harassment of Women at the Workplace ( PreventionProhibition &Redressal) Act 2013.All women employees (permanent temporarycontractual and trainees) are covered under this policy. All employees are treated withdignity with a view to maintain an environment free of sexual harassment whether physicalverbal or psychological.

It is further reported that no women employee during the year underreview has approach the management for having a sexual harassment complaint.

29. Risk management:

Your Management has been constantly in the process of identifying risksand reviewing the factors to mitigate risks associated with operations revenuegeneration regulations and ensuring accomplishment of objectives by addressing them. Inorder to maximize returns in any business it is necessary to mitigate the risksassociated in the business operations. With the expansion and consequent growth in thebusiness operations of the Company it is essential to reassess and revisit the riskmanagement framework from time to time. Business risks and mitigation plans are reviewedand the internal audit processes include evaluation of all critical and high risk areas.Critical functions are rigorously reviewed and the reports are shared with the Managementfor timely corrective actions if any. The main focus of the management is to reviewbusiness risks test and review controls assess business processes besides benchmarkingcontrols with best practices in the industry.

30. Policy for determining Materiality:

In pursuance of Regulation 30 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the company has adopted this policy fordetermination of materiality based on the criteria mentioned in the said regulation("Material Information") and that the information has been and is being promptlyforwarded to the Stock Exchange.

31. Policy on Preservation of Documents:

In terms of Regulation 9 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") the Board hasadopted this Policy for Preservation of Documents as required under applicableregulations adhering to the following mandatory provisions.

To determine preservation period for records/documents based on theirreference value and legal requirements. The following aspects are considered whilearriving at the preservation period:

1. Company's own information retrieval needs (reference value)

2. Statutory requirements under respective statutes

3. Litigation requirements

4. To ensure easy retrieval

5. To ensure that unwanted records do not occupy storage space.

32. Regulation 30(5)-Disclosure of events or information:

One or more Key Management Personnel would be authorized for thepurpose of making disclosures to the Stock Exchanges under this Regulation and the contactdetails of such personnel shall be also disclosed to the stock exchange as well as on thewebsite of the Company.

33. Archival Policy:

This Policy is framed in compliance of The Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("LODRRegulations") notification dated September 2 2015 and other circulars as may bespecified in this regard.

34. Listing on Stock Exchanges:

Pursuant to the Reg. 109 - Securities Exchange Board of India (ICDR)Regulation - 2009 (amendment) and Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations - 2015 which were notified on September 2 2015with the objective of bringing the framework governing the regime of listed entities inline with the Companies Act 2013 and as per LODR 2015 a new Listing Obligation andDisclosure Requirement was executed with BSE Limited. The Annual Listing Fee for theFinancial Year 2020-21 has been duly paid within the stipulated time to BSE Limited.

35. Compliance with Secretarial Standards:

The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.

36. Separate Meeting of Independent Directors:

During the year under review the Independent Directors had inaccordance with the provisions of Schedule IV (Code for Independent Directors) of theCompanies Act 2013 and Regulation 17 of the SEBI (LODR) met separately and discussed andreviewed inter-alia the performance of Non Independent Directors and the Board as awhole after taking into consideration the views of Executive and Non-Executive Directors.

During the year under review the Independent Directors met on February10 2021 inter alia to assess the quality content and timelines of flow of informationbetween the Company Management and the Board that is necessary for the Board toeffectively and reasonably perform its duties. The Independent Directors inter-alia alsoreviewed the performance of Non-Independent Directors Board as a whole taking intoaccount the views of non-executive directors.

37. Corporate Governance Certificate:

As per Regulation 15 of Securities and Exchange Board of India (ListingObligation and Disclosure Regulations) Regulations requirement all the companies who'spaid up Share Capital is less than Ten Crore or Net worth less than Twenty-Five Crore areexempted from complying the Corporate Governance regulations. With reference to theaforesaid regulation the Company's paid up Share Capital is less than Ten Crore andhence the Company is exempted from complying with the said regulations related CorporateGovernance.

38. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under theListing Regulations regarding the review of operations performance and future outlook ofthe Company is provided in a separate section forming an integral part of this Report.

39. Internal Financial Report:

The Company has established and maintained adequate internal financialcontrols with respect to financial statements. Such controls have been designed to provideassurance with respect to provide reliable financial and operational information. Duringthe year under review such controls were operating effectively and no material weaknesseswere observed.

40. Acknowledgements:

The Board of Directors wish to place on record their sincereappreciation for the assistance and support extended by the Company's employeesshareholders customers financial institutions banks vendors dealers and investors.

The Directors mourn the loss of lives due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their lives andsafety to fight this pandemic.

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