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Prime Securities Ltd.

BSE: 500337 Sector: Financials
NSE: PRIMESECU ISIN Code: INE032B01021
BSE 10:16 | 27 May 96.90 0.25
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NSE 10:04 | 27 May 96.55 0.35
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OPEN 97.00
PREVIOUS CLOSE 96.65
VOLUME 10
52-Week high 133.25
52-Week low 46.10
P/E 25.23
Mkt Cap.(Rs cr) 302
Buy Price 96.00
Buy Qty 1.00
Sell Price 96.85
Sell Qty 57.00
OPEN 97.00
CLOSE 96.65
VOLUME 10
52-Week high 133.25
52-Week low 46.10
P/E 25.23
Mkt Cap.(Rs cr) 302
Buy Price 96.00
Buy Qty 1.00
Sell Price 96.85
Sell Qty 57.00

Prime Securities Ltd. (PRIMESECU) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Company's 38th Annual Report on thebusiness and operations along with the Audited Financial Statements for the Financial Yearended March 31 2021.

FINANCIAL PERFORMANCE

( Rs lakh)

Particulars Consolidated Standalone
March 31 March 31 2020 March 31 March 31 2020
2021 2021
Revenues from Operations 4363 7445 2995 4998
Other Income 165 1 2 -
Total Income 4528 7446 2997 4998
Total Expenses 3463 6372 2170 4538
Profit / (Loss) before Tax 1065 1074 827 460
Tax Expenses 244 285 165 149
Profit / (Loss) after Tax 821 789 662 311
Other Comprehensive Income / (Loss) 2 (6) 3 (6)
(Net of Tax)
Total Comprehensive Income 823 783 665 305

COVID-19 pandemic

We continued to work from home and comply with the directives of the Government. We hadput in place the infrastructure for WFH at the start of the pandemic and continue tooperate in a virtual mode given the ongoing pandemic and Government guidelines.

In view of the WFH situation all possible digital controls were put in place to ensurea secure operating environment. Our internal reporting and control processes leverage thefull capability offered by digital tools. We possess dual controls for all key approvalsbased on the authority matrix approved by the Board of Directors. All banking operationscomprised dual controls.

Work from home did not come in the way of our business and we reported a strong year asfar as revenues were concerned given the overall impact of the pandemic on the economy.More importantly the year saw the addition of a number of new customers. The Companyadded advisory mandates for foreign exchange treasury management and investments forclients.

We continue our policy of being financially prudent and maintain liquidity to coverexpenses for 18 to 24 months.

As we write this we are in the midst of a devastating second wave. We are again in alockdown that we hope will not extend for long. The key difference this time is the startof the vaccination process. While there are vaccine shortages the pace of vaccination isexpected to pick up as more vaccines receive approval.

The second wave has been difficult for the entire country with our healthcare systemcoming under tremendous pressure and many lives lost. The impact to the economy andindustry cannot be immediately assessed. It is difficult to forecast the course of theCOVID-19 virus and it is our estimation that the economy will recover following lockdowncessation. In view of this we do not anticipate a slow-down in the demand for ourservices.

OVERVIEW OF COMPANY'S FINANCIAL & OPERATIONAL PERFORMANCE

Despite the two lockdowns and sharp economic slowdown we recorded healthy revenues andprofits. We saw a significant addition to our cash balances driven by repeat and referralbusiness that signified customer satisfaction. We added a number of industry-leading namesto our client list. Our team remained committed and worked effectively during this period.Customers were attracted by our ability to craft unique solutions through our‘intellectual property' and ‘network' strength.

The year under review saw the RBI and Government take steps to alleviate the stress oncorporate Balance Sheets. RBI placed a moratorium on loan and interest repayments andcreated funding avenues that corporates were able to take advantage of. The Governmentsuspended the operation of the Insolvency and Bankruptcy Code (IBC) for most of the year.Your Company was able to take recourse to the many schemes to help clients get access tofresh funds and refinancing.

Consolidated income was RS 4528 lakh for the Year ended March 31 2021 compared to RS7446 lakh in the previous financial year. Consolidated Profit after Tax for the Yearended March 31 2021 was RS 821 lakh as compared to RS 789 lakh during the previousfinancial year.

Standalone income was RS 2997 lakh for the Year ended March 31 2021 compared to RS4998 lakh in the previous financial year. Standalone Profit after Tax for the Year endedMarch 31 2021 was RS 662 lakh compared to RS 311 lakh during the previous financial year.

Financial statements are prepared in accordance with the Companies (Indian AccountingStandards) Rules 2015 (Ind-AS) notified under Section 133 and other applicable provisionsof the Companies Act 2013 read with the Companies (Accounts) Rules 2014 as amended fromtime to time.

SCHEME OF ARRANGEMENT

Pursuant to an Order dated May 13 2021 the Hon'ble National Company Law TribunalMumbai Bench (NCLT) sanctioned the Scheme of Arrangement between the Company PrimesecInvestments Limited and Prime Commodities Broking (India) Limited and respective Members& Creditors involving:

(i) Merger of Primesec Investments Limited and Prime Commodities Broking (India)Limited (both wholly owned subsidiaries of the Company) with and into the Company; and

(ii) Reduction of Capital and Re-organisation of Reserves of the Company bysetting-off of debit balance in Profit & Loss Account against balance in CapitalReserve Capital Redemption Reserve Share Forfeiture Account and the balance againstSecurities Premium and re-classification of General Reserve to Profit and Loss Accountunder the provisions of Sections 230 to 232 read with Section 52 66 and other applicableprovisions of the Companies Act 2013 and the rules and regulations made thereunder.Since both PIL and PCBIL were wholly-owned subsidiaries of the Company no Equity Shareshave been issued by the Company as consideration for the merger.

Scheme of Arrangement NCLT Order and other relevant documents are available on thewebsite of the Company at www.primesec.com.

DIVIDEND AND RESERVES

The Board of Directors recommend a dividend of RS 4.50 per equity share of face valueof RS 5/- each for the FY 2020-21 subject to the approval of the Members at the 38thAnnual General Meeting. This includes a one-time dividend of RS 2.75 per equity share. Inthe previous year the Company had not declared any dividend.

During the year under review no amount from the Profit was transferred to Reserves.

EQUITY SHARE CAPITAL AND EQUITY SHARE WARRANTS

Paid-up Equity Share Capital of the Company as at March 31 2021 continued to stand atRS 1329.94 lakh. The outstanding Equity Shares remained the same at 26515325 EquityShares of face value of RS 5 each. During the year under review the Company did not issueEquity Shares.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of the Regulation 34 of the SEBI Listing Regulations theManagement Discussion and Analysis Report giving a detailed account of the operations andthe state of affairs of the Company is annexed as Annexure "1" to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Year under review the Members of the Company at the 37th Annual GeneralMeeting held on September 22 2020 approved the re-appointment of Mr. N. Jayakumar (DIN:00046048) as Managing Director & Group CEO for a fresh term of five years fromFebruary 11 2021 not liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Akshay Gupta Non-Executive andNon-Independent Director retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment. Appropriate resolution for reappointmentof Mr. Akshay Gupta who retires by rotation is being placed before you for your approvalat the ensuing Annual General Meeting. The information on the particulars of Directorseeking appointment / re-appointment as required under SEBI Listing Regulations is givenin the Notice of the Annual General Meeting forming part of this Annual Report. The Boardrecommends his re-appointment for the consideration of the Members of the Company at theensuing Annual General Meeting.

The Company received declaration under Section 149(7) of the Companies Act 2013 fromall the Independent Directors of the Company confirming that they meet the criteria ofIndependence as prescribed under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI Listing Regulations and that their names have been included in theDatabank of Independent Directors as prescribed under the Companies Act 2013. In theopinion of the Board the Independent Directors of the Company possess necessaryexpertise integrity and experience.

Mr. N. Jayakumar Managing Director & Group CEO Mr. S. R. Sharma Chief FinancialOfficer and Mr. Ajay Shah Company Secretary were the key managerial personnel of theCompany as on date of this report.

NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES

During the year under review six Board meetings were convened and held the details ofwhich are given in the Report on Corporate Governance which forms a part of the AnnualReport.

The Board of Directors constituted Audit Committee Nomination and RemunerationCommittee Corporate Social Responsibility Committee Stakeholders' Relationship Committeeand Risk Management Committee established in compliance with the requirements of therelevant provisions of applicable laws and regulations. The details with respect to thecomposition terms of reference number of meetings held etc. of these Committees areincluded in the Report on Corporate Governance which forms a part of the Annual Report.

The intervening gap between the Board and Committee Meetings were within the periodprescribed under the Companies Act 2013 and SEBI Listing Regulations. The Company hascomplied with the applicable Secretarial Standards 1 (SS-1) on Board Meetings issued bythe Institute of Company Secretaries of India.

BOARD EVALUATION

Annual performance evaluation of the Board of Directors its committees and all theDirectors individually were done in accordance with the performance evaluation frameworkadopted by the Company and a structured questionnaire was prepared after taking intoconsideration the various aspects of the Board's functioning composition of the Board andits Committees culture execution and performance of specific duties obligations andgovernance. The performance evaluation framework sets out the performance parameters aswell as the process of the performance evaluation. Pursuant to the provisions of theCompanies Act 2013 a separate Meeting of Independent Directors was held during the yearto review (i) performance of the Non-Independent Directors and the Board of Directors as awhole (ii) performance of the Board Committees (iii) performance of the Chairperson of theCompany taking into account the views of Executive Directors and Non-Executive Directors(iv) the assess the quality quantity and timeliness of flow of information between theManagement and the Board of Directors that is necessary for the Board of Directors toeffectively and reasonably perform its duties. The Board of Directors expressedsatisfaction with the evaluation process.

POLICY ON DIRECTORS' APPOINTMENT REMUNERATION ETC

The Remuneration Policy of the Company for appointment and remuneration of theDirectors Key Managerial Personnel and other employees of the Company along with otherrelated matters have been explained in the Corporate Governance Report forming part ofthis Annual Report.

Depending on the need to appoint / re-appoint Director the Nomination and RemunerationCommittee (NRC Committee) of the Company determines the criteria based on the specificrequirements. NRC Committee while recommending candidature to the Board takes intoconsideration the qualification attributes experience and independence of the candidate.

CORPORATE GOVERNANCE AND CODE OF CONDUCT

Pursuant to Regulation 34(3) read with Schedule V(C) of the SEBI Listing Regulations aseparate report on Corporate Governance practices followed by the Company together withthe Certificate required under Schedule V(E) of the SEBI Listing Regulations from M/s.Pramod S. Shah & Associates Practicing Company Secretaries confirming compliance bythe Company of the conditions of Corporate Governance is annexed as Annexure "2"to this Report.

Certificate of Non-Disqualification of Directors pursuant to Regulation 34(3) andSchedule V(C) clause (10)(i) of SEBI Listing Regulations 2015 from M/s. Pramod S. Shah& Associates Practicing Company Secretaries forms part of the Report on CorporateGovernance.

Pursuant to the provisions of Regulation 17(5)(a) of the SEBI Listing Regulations yourCompany has also laid down a Code of Conduct for its Board Members and Senior ManagementPersonnel. All the Directors and the Senior Management

Personnel have affirmed compliance with the said Code of Conduct. A declaration by theManaging Director & Group CEO confirming the compliance by Board Members and SeniorManagement Personnel with the Code of Conduct for the year ended March 31 2021 forms apart of the Report on Corporate Governance.

CONSOLIDATED FINANCIAL STATEMENT

The Audited Consolidated Financial Statements was prepared in accordance with theCompanies (Indian Accounting Standards) Rules 2015 (Ind-AS) notified under Section 133and other applicable provisions of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 as applicable and shows the financial information of theCompany and its Subsidiaries as a single entity after elimination of minority interestif any. As required under provisions of the Companies Act 2013 as applicable theAudited Consolidated Financial Statements of the Company and all its Subsidiaries togetherwith Auditor's Report thereon forms a part of this Annual Report.

Consolidated Revenues for the Year were RS 4528 lakh compared to RS 7446 lakh in theprevious year which comprises Investment Banking and Advisory Fees of RS 2794 lakhRestructuring Advisory Fees of RS 1275 lakh Gain on Sale of Investment of RS 20 lakhIncome from Dividend Interest & Other Income of RS 230 lakh Net gain on investmentmeasured as fair value of RS 44 lakh Sundry Balance Written-back (Net) of RS 163 lakh andNet gain on foreign currency transactions of RS 2 lakh. Consolidated Net Profit after Taxfor the Year under review was RS 821 lakh as compared to RS 789 lakh in the previous year.

SUBSIDIARY COMPANIES / JOINT VENTURES

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with theRule 5 of the Companies (Accounts) Rules 2014 a statement containing the salientfeatures of the Audited Financial Statements of the Subsidiaries / Associate Companies forthe year ended March 31 2021 is given in Form AOC-1 as an annexure to the ConsolidatedFinancial Statements of the Company forming part of this Annual Report.

The policy for Determining Material Subsidiaries has been placed on the website of theCompany (www.primesec.com). Separate Audited Financial Statements of each of theSubsidiaries are available on the website of the Company (www. primesec.com) and the samewill also be made available to the shareholders seeking such information at any point oftime.

The summary of the state of affairs and performance of the subsidiaries is given below:

Primesec Investments Limited and Prime Commodities Broking (India) Limited

Primesec Investments Limited and Prime Commodities Broking Company (India) Limitedboth wholly owned subsidiaries of Prime Securities Limited were merged into PrimeSecurities Limited as of April 1 2020 (Appointed Date) pursuant to an Order dated May13 2021 of NCLT under the Scheme of Arrangement between the Company PrimesecInvestments Limited and Prime Commodities Broking (India) Limited and respective Members& Creditors.

Prime Research & Advisory Limited

Prime Research & Advisory Limited (PRAL) operates in the segment of financialservices business comprising value-added intermediation services in wealth management andinvestment advisory assisting banks and institutional investors in risk assessmentportfolio analysis and portfolio rebalancing through execution of specific strategies.PRAL's target clients include corporate treasuries fund management companies and familyoffices among others. PRAL through its network of investors substantially enhances ourcapability to execute mandates.

During the year under review PRAL earned revenues of RS 1545 lakh as compared to RS2449 lakh in the previous year. This includes Advisory Fees of RS 1275 lakh Income fromDividend Interest & Other Income of RS 95 lakh Gain on Sale of Investment of RS 11lakh Net Gain on Fair Value Changes of RS 1 lakh and Sundry Balance Written-back (Net) ofRS 163 lakh. During the year PRAL earned Net Profit after Tax of RS 173 lakh as comparedto RS 481 lakh in the previous year.

Prime Funds Management Limited

Prime Funds Management Limited (PFML) was incorporated in 2018 as a 100% subsidiary ofthe Company to carry on Portfolio Management and setting up Alternative Investments Funds.PFML is yet to commence business.

The Company has not entered into any joint ventures.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act 2013 the AnnualReturn of the Company is uploaded on the website of the Company (www.primesec.com).

RELATED PARTY CONTRACTS & ARRANGEMENTS

In accordance with the provisions of the Companies Act 2013 and the SEBI ListingRegulations the Company has formulated a Policy on Related Party Transactions and a copyof the same is available on the website of the Company (www.primesec.com). The policyintends to ensure that proper reporting approval and disclosure processes are in placefor all transactions with related parties and also deals with material related partytransactions.

All related party transactions are placed before the Audit Committee for necessaryreview and approval. Prior omnibus approval of the Audit Committee is obtained fortransactions with related parties which are repetitive in nature and / or are enteredinto in the ordinary course of business and are on an arm's length basis. None of theDirectors has any pecuniary relationships or transactions vis--vis the Company exceptremuneration and sitting fees.

All transactions entered into by the Company with the related parties during thefinancial year were in ordinary course of business and are on an arm's length basis.Disclosure pursuant to the Accounting Standards on related party transaction has been madein the notes to the Audited Financial Statements. No material related party transactionswere entered into during the year by the Company and accordingly the disclosure ofcontracts or arrangements with related parties in accordance with the provisions ofSection 134(3)(Rs) of the Companies Act 2013 in Form AOC-2 is not applicable.

DEPOSITS

Your Company did not accept any Fixed Deposits under Chapter V of Companies Act 2013during this financial year and no amount on account of principal or interest on depositsfrom the public was outstanding as on March 31 2021. The Company had no Deposit which wasnot in compliance with the provisions of Chapter V of the Companies Act 2013 read withthe Companies (Acceptance of Deposit) Rules 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors made the following statements in terms ofSection 134(3) (c) and 134(5) of the Companies Act 2013 that:

(a) In the preparation of the Annual Accounts for the year ended March 31 2021 theapplicable Accounting Standards read with the requirements set out under Schedule III tothe Companies Act 2013 have been followed and there are no material departures from thesame.

(b) They have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the profits of theCompany for the year ended on that date.

(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(d) They have prepared the annual accounts on a going concern basis.

(e) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively.

(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act 2013 read with ScheduleVII of the Companies Act 2013 and the Companies (Corporate Social Responsibility Policy)Rules 2014 the Company has constituted Corporate Social Responsibility ("CSR")Committee. The Members of the Committee are (i) Ms. Namrata Kaul Independent Director(ii) Mr. Pradip Dubhashi Independent Director and (iii) Mr. N. Jayakumar ManagingDirector & Group CEO. The Company has also formulated CSR Policy and the same isavailable on the website of the Company (www.primesec.com). Detailed report on CSRactivities as required under the Companies (Corporate Social Responsibility Policy) Rules2014 is annexed as Annexure 3 to this Report.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of Loans Guarantees and Investments made by the Company pursuant to theprovisions of Section 186 of the Companies Act 2013 are given in the notes to the AuditedFinancial Statements forming part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company established a Vigil Mechanism

/ Whistle Blower Policy for Directors and Employees to report genuine concerns orgrievances about unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct which provides for adequate safeguards against victimisation ofpersons who avail of such a mechanism. A copy of the Whistle Blower Policy is available onthe website of the Company (www.primesec.com).

AUDITORS AND AUDITORS' REPORT

Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Walker Chandiok & Co. LLP (FirmRegistration No. 001076N/N500013) Chartered Accountants were appointed as StatutoryAuditors of the Company for a term of 5 years to hold office from the conclusion of 36thAnnual General Meeting held on September 27 2019 until the conclusion of 41st AnnualGeneral Meeting.

The Report issued by the Statutory Auditor on the Audited Financial Statements of theCompany for FY 2020-21 forms part of his Annual Report and does not contain anyqualification reservation adverse remark or disclaimer.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Board of Directors has appointed M/s. Pramod Shah & AssociatesCompany Secretaries (C.P. No. 3804) to undertake the Secretarial Audit for the year endedMarch 31 2021. The Secretarial Report given by the Secretarial Auditor is annexed asAnnexure "4" to this Report. Your directors confirm that the SecretarialStandards issued by the Institute of Company Secretaries of India have been duly compliedwith.

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

Except as disclosed elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company occurred between the end of the FinancialYear to which this Financial Statements relate and the date of this Report.

EMPLOYEES

The disclosures with respect to the remuneration of Directors and Employees as requiredunder Section 197(12) of the Companies Act 2013 and the Rule 5(1) Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure "5"to this Report.

The information on Employee particulars 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) Rules 2014 (as amended) is annexed as Annexure "6" tothis Report. In terms of Section 136 of the Companies Act 2013 the Report and FinancialStatements are being sent to the Members and others entitled thereto excluding theaforesaid Annexure. Any Member interested in obtaining a copy of the same may write to theCompany Secretary.

None of the Employee of the Company is a Relative of any Director of the Company.

EMPLOYEE STOCK OPTION SCHEMES

The Company implemented Employee Stock Option Scheme viz Employee Stock Option Scheme2018 (ESOS 2018). The Nomination and Remuneration Committee of the Board of Directors hasgranted to eligible Employees

/ Directors of the Company and Subsidiary Companies pursuant to ESOS 2018 and 3635000Options are outstanding as at March 31 2021.

The disclosures in accordance with the provisions of the Section 62(1)(b) of CompaniesAct 2013 read with the Rule 12(9) of the Companies (Share Capital and Debentures) Rules2014 (as amended from time to time) and the Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 are set out as Annexure 7 to this Report. Theshares arising out of exercise of the Options will be allotted in the name of therespective Employees and accordingly the provisions relating to disclosure of votingrights not exercised directly by the employees are not applicable.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.As required under law an Internal Complaints Committee was constituted for reporting andconducting inquiry into the complaints made by the victim on the harassments at theworkplace. During the year under review no complaint of sexual harassment was receivedand there was no complaint of sexual harassment pending as at the date of this report.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

In view of nature of business activities of the Company the particulars regardingconservation of energy and technology absorption as prescribed under Section 134 of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are notgiven. However the Company has taken various measures for conservation of energy likeswitching from conventional lighting systems to LED lights etc.

During the year under review the Company's earnings of foreign exchange of CAD133256 and expenditure of foreign exchange were USD 27740.

LISTING & LISTING FEES

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited andthe National Stock Exchange of India Limited and the Listing Fees for the year 2021-22have been duly paid.

GENERAL DISCLOSURES

Your Directors state that during the year under review:

(a) The Business Responsibility Reporting as required pursuant to the provisions ofRegulation 34(2) of the SEBI Listing Regulations is not applicable to your Company.

(b) No Equity Shares with Differential Rights as to Dividend Voting or otherwisewere issued.

(c) No Equity Shares (including Sweat Equity Shares) were issued to employees of theCompany under any Scheme.

(d) The Company did not resort to any buyback of Equity Shares during the Year underreview.

(e) Managing Director of the Company did not receive any Remuneration or Commissionfrom any of its Subsidiaries.

(f) There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Companies Act 2013 and Rules framed thereunder.

(g) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the Going Concern status and Company's operations in future.

ACKNOWLEDGEMENTS

The Board wishes to place on record its sincere appreciation for the hard work put inby the Company's employees at all levels in this difficult environment. The Board ofDirectors also wish to thank the Company's members bankers and business associates fortheir unstinted support during the year.

For and on behalf of the Board of Directors
Mumbai Pradip Dubhashi N. Jayakumar
June 24 2021 Chairman Managing Director & Group CEO

.