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Pet Plastics Ltd.

BSE: 524046 Sector: Industrials
NSE: N.A. ISIN Code: INE704F01018
BSE 05:30 | 01 Jan Pet Plastics Ltd
NSE 05:30 | 01 Jan Pet Plastics Ltd

Pet Plastics Ltd. (PETPLASTICS) - Director Report

Company director report

To

The Members Pet Plastics Limited

Your Directors have pleasure in presenting the 34th Directors Reporttogether with the Audited Financial Statements for the period ended on March 31 2020.

RESULT OF OPERATIONS - EXTRACT:

(Amount in Lakhs)

PARTICULARS 2019-20 2018-19
Revenue from Operations 570.17 690.17
Other Income 51.67 82.47
Total Income 621.84 772.64
Total Expenses 609.86 736.31
Profit/(Loss) for the year before taxation 11.98 36.33
Tax Expenses 2.99 6.99
Profit /(Loss) after tax 8.99 29.34
Earnings Per Equity Share (Face Value Rs. 10/- Per Share):
Basic 1.79 5.86
Diluted 1.79 5.86

Note: Previous year's figures have been regrouped / reclassified wherever necessary tocorrespond with the current year's classification / disclosure.

PRINCIPAL ACTIVITY:

The principal activity of the Company is Manufacturing & Trading in Plastic. Therehave been no significant changes in the nature of the principal activities during thefinancial year. The Company is trying to make the optimum use of the resources soavailable.

BUSINESS REVIEW:

The total revenue of the Company has decreased from Rs. 772.64/- in the previous yearto Rs. 621.84/- during the year. During the year under review the Company has earnedprofit after tax of Rs. 8.99/- as compared to previous year profit of Rs. 29.34/-.

Due to Covid-19 pandemic the operations of the Company were affected from the start ofMarch 2020 and largely from the 3rd week of March 2020 due to sudden direction byGovernment for complete lockdown throughout the Country. The revenue of the Company wasimpacted and will continue throughout the F.Y. 2020-2021 whereas the Company continues toincur its fixed expenses. The Company continues to evaluate the impact of COVID-19 as thesituation evolves.

There are no material changes and commitments affecting the financial position of your

Company except COVID-19 which have occurred between the end of the financial year201920 and the date of this report.

FUTURE DEVELOPMENTS:

The Company's main focus is to enhance the existing business plans and makesopportunistic plans in future growth of the Company. The Company also plans to ventureinto new commercial clients and to diversify its business operations into Service Sectoras well.

RESERVES:

The company does not propose to carry any amount to the reserves.

DIVIDEND:

With a view to conserve the resources of the Company your Directors do not recommendpayment of any dividend on Equity Shares for the F.Y. ended March 31 2020.

SHARE CAPITAL:

There were no changes in share capital of the Company during the period under review.PUBLIC DEPOSIT:

Your Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposit under Section 73 and 74 of the Companies Act 2013read together with the Companies (Acceptance of Deposits) Rules 2014 was outstanding ason the date of the Balance Sheet.

SUBSIDIARY:

The Company has no holding or associate company. The company has not entered into jointventure.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. The companyhas been addressing various risks impacting the company and the policy of the company onrisk management is provided elsewhere in this annual report in Management Discussion andAnalysis.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31 2020 the applicable accounting standard had been followed along with proper explanation relating to material departures.
b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review.
c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. the directors had prepared the accounts for the financial year ended March 31 2020 on a going concern basis.
e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD AND BOARD COMMITTEES:

A. Board of Directors:

a. Composition of Board

Your Company has a broad-based Board of Directors with composition of Non-ExecutiveExecutive and Independent Director in compliance with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as well as the Companies Act 2013. YourCompany also has a woman Director which brings diversity on the Board.

The composition of Board of Directors as on March 31 2020 is as follow:

Category No. of Directors
Non-Executive-Independent Directors 2
Non-Executive Directors 2
Executive Director 1

b. Number of Board Meetings

During the financial year ended March 31 2020 Six (6) meetings of the Board ofDirectors were conducted on April 01 2019; May 30 2019; August 14 2019; October 082019; November 12 2019 and February 12 2020. The time gap between the two meetings wasnot more than 120 days. All the information required to be furnished to the Board was madeavailable to them along with detailed Agenda notes

All the Directors have informed the Company periodically about their Directorship andMembership in the Board/Committees of the Board of other companies. As per disclosurereceived none of the Directors is a Director in more than ten (10) Public LimitedCompanies. Further none of the Director acts as a member of more than ten (10) committeesor acts as a chairman of more than five (5) committees across all Public Limited Companiesin which they are Director.

The name and the categories of the directors on the Board their attendance at theboard Meeting held during the year and then number of directorship and committeechairmanship/membership held by them in other Companies are given herein below.

Name of Director

Designation

No of shares held

Attendance in Meetings

No. of other Directorships in other Public Company*

No. of Committee position held in the Company**

Chairman

Member

Board AGM Chairman Member
Mr. Ritesh Vijay Vakil Managing Director 6300 6 yes -- -- -- 2
Mrs. Aruna Ravilal Tripathi Non-Executive Director 0 6 yes -- -- -- --
Mr. Mahesh Palshetkar* Non-Executive Independent Director 0 5 yes -- -- -- 1
Mrs. Vasarla Durga Non-Executive Director 0 1 -- -- -- -- --
Mr. Timir Shah Non-Executive Independent Director 0 6 yes -- -- 2 --
Mrs. Laxmi Donga Shrinivas Non-Executive Independent Director 0 1 -- -- -- -- 2

‘Excludes directorship in Pet Plastics Ltd directorship in private limitedcompanies foreign companies companies incorporated under Section 8 of the Companies Act2013 and Alternate Directorships.

**For the purpose of considering the limit of committee memberships and chairmanshipsof a Director Audit Committee and Stakeholders Relationship Committee of public limitedcompanies have been considered.

*Mr. Mahesh Palshetkar has been resigned from the board w.e.f. November 12 2019.

B. Meeting of independent Directors:

A meeting of the Independent Directors was held on February 20 2020 pursuant toSection 149(8) read with Schedule V to the Companies Act 2013 and Regulation 25(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

C. Committees Of Directors:

With a view to have a more focused attention on business and for better governance withaccountability the Board has constituted various committees of directors. Some of theCommittees of the Board were reconstituted renamed and terms of reference were revised toalign with the provisions of Companies Act 2013 and Listing Regulations 2015. The termsof reference of these Committees are determined by the Board and their relevance reviewedfrom time to time. The minutes of Committee meetings are tabled at the Board meetings andthe Chairperson of each Committee briefs the members of the Board on the importantdeliberations and decisions of the respective Committees.

I. Audit Committee of Directors:

• Composition and Attendance

The Audit Committee of the Company is constituted in line with the provisions ofSection 177 of the Companies Act 2013 read with Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Audit Committee comprisesof minimum three directors as members out of which at least two third should beIndependent Directors and all directors shall be financially literate and at least onemember shall have accounting or related financial management expertise. Chairperson of thecommittee shall be an independent director.

The Audit Committee met Four (4) times in the financial year ended March 31 2020 onMay 30 2019; August 14 2019; November 12 2019; and February 12 2020. The presentcomposition of the Audit Committee & attendance of the members in the meeting duringthe year is as follows:

Name

Designation

Designation

No. of Meetings

Held Attended
Mr. Timir Shah Non-Executive Independent Chairman 4 4
Mr. Mahesh Palshetkar* Non-Executive Independent Member 4 3
Mr. RiteshVakil (MD) Executive Member 4 4
Mrs. Laxmi Donga** Non-Executive Independent Member 4 1

*Mr. Mahesh Palshetkar has been resigned from the Board w.e.f. November 12 2019. **Mrs. Laxmi Donga has been appointed on the Board w.e.f. November 12 2019.

II. Nomination & Remuneration Committee:

• Composition and Attendance

Pursuant to section 178 of Companies Act 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 nomination and remunerationcommittee must fulfill below mentioned points:

o The committee shall comprise of at least three directors ; o All directorsof the committee shall be non-executive directors; o At least fifty percent of thedirectors shall be independent directors.

During the year under review the Nomination and Remuneration Committee met Three (3)times in the financial year ended March 31 2020 on April 01 2019; October 8 2019 andNovember 12 2020.

The composition of the Nomination and Remuneration Committee of the Board of Directorsof the Company along with the details of meetings held and attended by the members of theCommittee during the financial year ended March 31 2020:

Name

Designation

Designation

No. of Meetings

Held Attended
Mrs. Laxmi Donga** Non-Executive Independent Chairperson 3 0
Mr. Mahesh Palshetkar* Non-Executive Independent Member 3 3
Mrs. ArunaTripathi Non-Executive Member 3 3
Mr. Tim ir Shah Non-Executive Independent Member 3 3

*Mr. Mahesh Palshetkar has been resigned from the Board w.e.f. November 12 2019. **Mrs. Laxmi Donga has been appointed on the Board w.e.f. November 12 2019.

III. Stakeholders' Relationship Committee:

• Composition and Attendance

Pursuant to section 178 (5) of Companies Act 2013 and Regulation 20 of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 stakeholders' relationshipcommittee must fulfill below mentioned points:

o Chairman of this committee shall be a non-executive director.

The composition of the Stakeholders' Relationship Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

a. The Committee periodically reviews the status of shareholders' grievances andredressal of the same. The Committee met Four times in the financial year ended March 312020 on May 30 2019; August 14 2019; November 12 2019; and February 12 2020. Thenecessary quorum was present for all the meetings.

The composition of Stakeholders' Relationship Committee and attendance of the membersduring the year is as given below.

Name

Designation

Designation

No. of Meetings

Held Attended
Mr. Timir Shah Non-Executive Independent Chairperson 4 4
Mrs. Laxmi Donga* Non-Executive Independent Member 4 1
Mrs. ArunaTripathi** Non-Executive Member 4 3
Mr. Ritesh Vakil Executive Member 4 4

*Mrs. Laxmi Donga has been appointed on the Board w.e.f. November 12 2019.

**Mrs. Aruna Tripathi resigned from the committee of the Board and Board reconstitutedthe committee w.e.f. November 12 2019.

The Company during the year has received no complaints. No complaints are pending as onthe year ended March 31 2020.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The list of Directors & Key Managerial Person of the Company as on March 31 2020is as follows:

1 . Mr. Ritesh Vijay Vakil (DIN 00153325) - Managing Director
2. Mrs. Aruna Tripathi (DIN 00152312) - Non-Executive Director
3. Mr. Timir Shah (DIN 00185268) - Independent Director
4. Mrs. Vasarla durga (DIN 08593741) - Additional Non-Executive Director
5. Mrs. Laxmi Donga Shrinivas (DIN 08593758) - Additional Independent Director
6. Mr. Prajesh Pravinbhai Chaudhary (PAN BBNPC2704C) - Chief Financial Officer
7. Ms. Afrin Dildarali Shaikh (PAN DPCPS8214A) -Company Secretary

During the period under review following changes took place in the Composition of theBoard:

> Mrs. Aruna Tripathi was appointed as Chief Financial Officer w.e.f April 01 2019.
> Mr. Mahesh Palshetkar was resigned from the Board w.e.f November 12 2019.
> Mrs. Vasarla durga was appointed as and additional Non - Executive Director of the Company with effect from November 12 2019.
> Mrs. Laxmi Donga Shrinivas was appointed as an additional Independent NonExecutive Director of the Company with effect from November 12 2019.
> Mrs. Aruna Tripathi Resigned from as Chief Financial Officer w.e.f October 01 2019.
> Mr. Prajesh Pravinbhai Chaudhary appointed as Chief Financial Officer w.e.f. October 01 2019.

None of the Directors are disqualified for being appointed as the Director of theCompany in terms of Section 164 of the Companies Act 2013. The Company has receiveddeclarations from Independent Directors of the Company stating that they have meetcriteria of independence as mentioned under Section 149(6) of the Companies Act 2013.

In the opinion of the board the independent directors possess the requisite expertiseand experience and are the person of integrity and repute. They fulfill the Conditionsspecified in the Companies Act 2013 and the rules made thereunder and are independent ofthe management. Further all the independent directors on the Board of the Company areregistered with the Indian Institute of Corporate Affairs Manesar Gurgaon("IICA") as notified by the Central Government under Section 150(1) of theCompanies Act 2013 and as applicable shall undergo online proficiency self-assessmenttest within the time prescribed by the IICA.

DIRECTOR RETIRING BY ROTATION

Pursuant to provisions of section 152 of the Companies Act 2013 (the "Act")and in terms of the Memorandum and Articles of Association of the Company Mrs. ArunaTripathi (DIN: 00152312) Non-Executive Director is liable to retire by rotation at theensuing AGM and being eligible has offered herself for re-appointment. The re-appointmentis being placed for your approval at the AGM. The Members of the Company may wish to referto the accompanying Notice of the 34th AGM of the Company for a brief profileof the Director.

PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as Listing Regulations) a separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman of the Board who were evaluatedon parameters such as level of engagement and contribution and independence of judgmentthereby safeguarding the interest of the Company. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors. The board also carried out annual performance evaluation of the working of itsAudit Nomination and Remuneration as well as Shareholders / Investors Relations andGrievance Committee. The Directors expressed their satisfaction with the evaluationprocess.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Managerial Personnel and theirremuneration. The remuneration policy as adopted by the company envisages payment ofremuneration according to qualification experience and performance at different levels ofthe organization.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as Annexure A.

During the year under review there are no employees who comes within the purview ofSection 134 (3)(q) of the Companies Act 2013 read with Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarised with their roles rights and responsibilities inthe company as well as with the nature of industry and business model of the companythrough various internal programmes and through presentations on economy & industryoverview key regulatory developments strategy and performance which are made to theDirectors from time to time.

AUDITORS:

i) Statutory Auditors:

The Statutory Auditors Mr. Mulraj Gala Chartered Accountants (Registration No.41206) was appointed in previous Annual General Meeting to hold office from theconclusion of 32nd Annual General meeting till conclusion of 37thAnnual General Meeting i.e. for a term of consecutive five years subject to ratificationof the appointment by the members at every Annual General Meeting. The requirement toplace the matter relating to ratification in appointment of Auditors by Members at everyAnnual General Meeting is done away vide notification dated May 7 2018 issued by theMinistry of Corporate Affairs New Delhi. Accordingly no resolution is proposed forratification of appointment of Auditors.

The Auditor has confirmed to the Company that their appointment if made would bewithin the prescribed limits under Section 139 of the Companies Act 2013 and that theyare not disqualified for appointment within the meaning of Section 141(3)(g) of the saidAct.

There are no observations reservations or adverse remarks made by the statutoryauditors in the audit report.

ii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed Ms. Amita Karia Practicing Company Secretaries to conductthe Secretarial Audit of the Company for the financial year ended March 31 2020.

The Secretarial Audit Report is annexed and detailed in Annexure B to thisreportherewith. The qualifications provided in the report are self-explanatory and alongwith explanation of Board are as follows.

Comments on qualifications in Secretarial Audit Report:

Comments in Secretarial Audit Report Directors Comment
The Company failed to give disclosure on stock exchange on Appointment of Mrs. Aruna Tripathi as Chief Officer of the Company pursuant to Regulation 30 of SEBI (LODR) Regulations 2015. The Company had prepared the outcome. However inadvertently missed to file the same. The Company shall rectify the same after due Communication with Stock Exchange.
The company has appointed Mrs. Aruna Tripathi Non-executive Director of the company as Chief Financial Officer of the Company. The Company has rectified the same. The Company has appointed Mr. Prajesh Pravinbhai Chaudhary as a CFO w.e.f. October 01 2019 to comply with the provisions of the Companies Act and SEBI (LODR) regulations.
Trading of Stock in BSE The company has been suspended from trading in BSE from March 2018. The Company is striving hard to revoke the said suspension in due course.
Dematerization of Shares Due to suspension of trading in BSE the Company is process of dematerializing its shares from physical to in demat form. The Company has already informed the promoters about the dematerialisation of trhe Shares. Further it was by promoters that they shall dematerialise their shares at the earliest.
Resignation of Independent Director Mr. Mahesh Palshetkar Independent Director has filed his resignation in E-Form DIR 11 with Ministry of Corporate Affairs w.e.f. April 11 2016. The e-form DIR-12 duly filed by the Company.

The other comments of the auditor are self-explanatory and the company shall strieveits best to comply with the statutory compliance in the future. The management of thecompany shall take all necessary steps and actions to do proper and timely compliance. Itassures to do timely compliance in future under various applicable acts & regulations.

iii) Internal Auditor:

Mr. Jimit Gathani Practicing Chartered Accountant Mumbai performed the duties ofinternal auditors of the company for the Financial Year 2019-20 and their report isreviewed by the audit committee from time to time.

iv) Cost Auditor:

The Company is not required to appoint cost auditor pursuant to provisions of section148 of the Companies Act 2013 and rules made thereunder.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of energy and technology absorption information pursuant to section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 is not applicable. The details of Foreign Exchange Earnings and Outgo during the yearare as follows:

Foreign Exchange Earnings INR 0.00
Foreign Exchange Outgo INR 0.00

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTOR AND EMPLOYEES:

The Company had adopted a Whistle Blower Policy ("the Policy") as requiredunder Section 177(9) of the Companies Act 2013. The Policy has been formulated with aview to provide a mechanism for directors and employees of the Company to approach theEthics Counselor/Chairman of the Audit Committee of the Company in case of any concern.The Whistle Blower Policy may be accessed on the Company's website at the linkwww.petplasticslimited.com . No complaints were received during the financial year 201920.

RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company; hence details are not required to be givenunder AOC-2. The details of the related party transactions are provided elsewhere in thisannual report in the Notes to Accounts to the Financial Statements. Transactions withrelated parties entered by the Company in the normal course of business are periodicallyplaced before the Audit Committee for its omnibus approval.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-C.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The provisions of Section 186 of the Companies Act 2013 requiring disclosure in thefinancial statements giving particulars of the loans given investment made or guaranteegiven or security provided and the purpose for which the loan or guarantee or security isproposed to be utilised by the recipient of the loan or guarantee or security is notapplicable to your company since no transactions of such nature has been undertaken orentered into by your company.

POSTAL BALLOT:

During the year your Company has not passed any resolution through Postal Ballot.CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the SEBI (LODR) Regulations 2015 provision related toCorporate Governance practices followed by Company. Further a Certificate from PracticingChartered Accountant confirming compliance is not applicable to Company.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company has in place adequate internal financial controls with reference tofinancial statements. The Company is following all the applicable Accounting Standards forproperly maintaining the books of accounts and reporting financial statements. Theinternal auditor of the Company checks and verifies the internal control and monitors themin accordance with policy adopted by the Company. The Company continues to ensure properand adequate systems and procedures commensurate with its size and nature of its business.During the year such controls were tested and no reportable material weakness in thedesign or operation was observed.

MANAGEMENT DISCUSSION AND ANALSIS REPORT:

The Management Discussion and Analysis Report in terms of the provisions of Regulation34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations 2015(Listing

Regulations) is enclosed as a part of this report.

WTD/CEO/CFO CERTIFICATION:

In terms of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the certification by the Managing Director and ChiefFinancial Officer on the financial statements and Internal Controls relating to financialreporting has been obtained.

INDIAN ACCOUNTING STANDARDS (IND AS):

The Ministry of Corporate affairs vide its notification dated February 16 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of thisnotification the Company has adopted IND AS and the financial statements for the yearended March 31 2020 are prepared in accordance to the same.

SECRETARIAL STANDARDS DISCLOSURE:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of Sevenyears. Therefore there were no funds which were required to be transferred to investorEducation and Protection Fund (IEPF).

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review.

a. Issue of equity shares with differential right as to dividend voting or otherwise
b. Issue of Shares (Including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission.
d. No significant or material order was passed by the regulators or courts or tribunals which impact the going concern status and the Company's operation in future.
e. The Company has zero tolerance for sexual harassment at the workplace. During the year under review the Company is neither required to adopt policy for prevention of Sexual Harassment of Women at Workplace nor to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
f. The provisions of Corporate Social Responsibility (CSR) are not applicable to your company.
g. The Company has paid SEBI penalty of Rs. 65722/-.

ACKNOWLEDGEMENT:

The Board of Directors of your Company wishes to express gratitude for the cooperationguidance and support received from the Ministry of Finance various other Ministries andDepartments of the Government of India Securities and Exchange Board of India theReserve Bank of India other regulatory bodies and State Governments. The Board ofDirectors also acknowledges the continue cooperation received from all overseascorrespondent banks and other members of the banking fraternity. The Board of Directorswould like to sincerely thank Banks Financial Institutions and other investors andshareholders for their continued support. The Directors of your Company place on recordtheir appreciation of the dedicated and sincere service rendered by the officers and staffat all levels.

BY ORDER OF THE BOARD
Place: Mumbai
Dated: August 31 2020 Sd/-
Timir Shah
Chairman and Director
DIN: 00185268

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