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Ranjit Securities Ltd.

BSE: 531572 Sector: Financials
NSE: N.A. ISIN Code: INE863D01017
BSE 05:30 | 01 Jan Ranjit Securities Ltd
NSE 05:30 | 01 Jan Ranjit Securities Ltd

Ranjit Securities Ltd. (RANJITSECURITIE) - Director Report

Company director report

To

The Members

Ranjit Securities Ltd.

The Directors take pleasure in presenting their 25th Annual Reporttogether with the Audited Financial Statements (standalone) of the Company (RanjitSecurities Limited) for the year ended 31st March 2019. TheManagement Discussion and Analysis has also been incorporated in the Report.

HIGHLIGHTS OF PERFORMANCE:

Total Revenue for the year is Rs. 74.42Lakhs as compared to Rs. 41.29 Lakhs in the previous year.
Profit Before tax for the year was Rs.10.42 Lakh as compared to profit of Rs.1.03 Lakh in the previous year.
Profit after tax for the year was Rs.2.15 Lakh as compared to profit of Rs. 0.41 Lakhin the previous year.

FINANCIAL RESULTS:

(Amount in Rupees in Lakhs)

Particulars 31.03.2019 31.03.2018
1. Revenue from Operations (Net) and other income 74.42 41.29
2. Profit Before Tax (PBT) 10.42 1.03
3. Provision for Tax 8.26 0.62
4. Profit After Tax (PAT) 2.15 0.41
5. Balance brought forward from previous year 0.00 0.00
6. Profit available for Appropriations 10.29 8.22
7. Surplus carried to the next year's account 9.86 8.14
8. Paid up Equity Share Capital 268.74 268.74
9. EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) 0.08 0.02

DIVIDEND:

Due to inadequate profit during the year under review your directors do not recommendany dividend for the year ended 31st March 2019. (Previous year Nil)

SHARE CAPITAL AND RESERVES:

During the year under review there was no change in the share capital of the company.The Company has not issued any shares with differential voting rights granted stockoptions nor sweat equity. The Paid up Equity Share Capital as on 31st March2019 was Rs. 268.74 Lakhs divided into 2687400 equity shares of Rs. 10/- each. As on 31stMarch 2019 none of the Directors of the Company hold any security or instrumentsconvertible into equity shares of the Company. The Company Shares are listed with the BSELtd. However the BSE has suspended trading of the shares of the Company.

TRANSFER TO RESERVES:

During the year under review your company has transferred amount of Rs. 43039 to thespecial reserves as stipulated by RBI. (Previous year Rs. 8224.00)

FINANCE AND DEPOSITS:

Cash and cash equivalent as at 31st March 2019 was Rs. 46.11 Lacs.

Your Company continues to focus on judicious management of its working capitalReceivables and other working capital parameters were kept under strict check throughcontinuous monitoring.

(i)The details relating to deposits covered under Chapter V of the Act:-

(a) Accepted during the year : Nil

(b) Remained unpaid or unclaimed as at the end of the year : Nil

(c) Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved: Nil

(ii)Details of deposits which are not in compliance with the requirements of Chapter Vof the Act:

The Company has not accepted any deposits which are not in compliance of the Companies(Acceptance of Deposits) Rules 2014 during the financial year.

RBI NORMS

The Company is a Non Deposit Taking Non-Systemically Important Non-Banking FinancialCompany. The Company continues to fulfill all the norms and standards laid down by theReserve Bank of India (RBI) pertaining to capital adequacy statutory liquidity st ratioetc. Certificate from statutory auditors for complying the prudential norms for NBFC isattached with Audit report.

KNOW YOUR CUSTOMER AND ANTI MONEYLAUNDERING MEASURE POLICY:

The board has approved the Know Your Customer and Anti Money Laundering Policy (KYC andPMLAPolicy) in accordance with RBI Guidelines. Company also adheres to the compliancerequirement in terms of the said policy including the monitoring and reporting of cash andsuspicious transactions. There were no suspicious transactions noticed during the period.FAIR PRACTICE CODE: The company has in place a fair practice code (FPC) as per RBIRegulations which includes guidelines from appropriate staff conduct when dealing withthe- customers and on the organizations policies vis-a-vis client protection. Your companyand its employees duly complied with the provisions of FPC and also displayed at theregistered office of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not provided any guarantees or security or investment. For theparticulars of loans given and investments made by the company pursuant to the Section 186of the Companies Act 2013 kindly refer the relevant notes forming part of thenotes to the financial statements provided in the annual report.

INDUSTRY OUTLOOK AND OPPORTUNITIES:

The Company is mainly having investment activities in the selected. The Security marketin the financial year was having good growth and encouraging beyond the expectation.However the Company does not foresee any substantial changes in its business andprofitability in the coming year.

MARKET DEVELOPMENT:

The Company has made investment in the selected companies for which no stock market isavailable for liquidity; however it is almost risk free from the changes in the capitalmarket. The Company is making efforts to realize the investment and loans for betterdeployment for growth of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In view of the Paid up capital Profits and Turnover of your company during theprevious three years it does not fall under the provisions of the Section 135 of theCompanies Act 2013 and the rules made their under.

HUMAN RESOURCES:

Many initiatives have been taken to support business through organizational efficiencyprocess change support and various employee engagement programmes which has helped theOrganization achieve higher productivity levels. A significant effort has also beenundertaken to develop leadership as well as technical/ functional capabilities in order tomeet future talent requirement.

Ranjit's HR processes such as hiring and on-boarding fair transparent onlineperformance evaluation and talent management process state-of-the-art workmen developmentprocess and market aligned policies have been seen as benchmark practices in theIndustry. During the year under review the following Human Resources initiatives receivedgreater focus:

(i) Employer of Choice: Employees are encouraged to express their views and areempowered to work independently. Employees are given the opportunity to learn throughvarious small projects which make them look at initiatives from different perspectives andthus provide them with a platform to become result oriented. This has helped greatly inoverall development of the employee and has significantly arrested the attrition rate.

(ii)Leadership Development: As a part of leadership development talented employeeshave been seconded to the senior leadership team to mentor them and prepare them for thenext higher role.

(iii)Industrial Relations: Ranjit's Industrial Relation's policy shares relevantbusiness information with the Unions in order to enlighten them and make them sensitivetowards business requirements. This has helped to build a healthy relationship and resolveissues through mutual dialogue.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has placed an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No complaint was received during theyear under review.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY:

The current economic environment carries with it an evolving set of risks. The Companyrecognizes that these risks need to be managed to protect its customers employeesshareholders and other stakeholders to achieve its business objectives and enablesustainable growth. Risk and opportunity management is therefore a key element of theoverall strategy.

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. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.The Company emphasizes on those risks that threaten the achievement of business objectivesof the Group over the short to medium term. An overview of these risks is providedhereafter including the actions taken to mitigate these risks and any relatedopportunities:

i) Strategic and Commercial risks: It is being taken care by the Risk ManagementCommittee and reporting to the Board on need basis.

ii) Regulatory compliance risks: The regulatory environment has resulted into increasedregulatory scrutiny that has raised the minimum standards to be maintained by the Company.This signifies the alignment of corporate performance objectives while ensuringcompliance with regulatory requirements. The Company recognizes that regulatoryrequirements can at times be challenging and therefore will strive to understand thechanging regulatory standards so as to strengthen its decision making processes andintegrate these in the business strategy of each of the industries in which it operates.Drive business performance through the convergence of risk compliance processes andcontrols mechanisms to ensure continued operational efficiency and effectiveness.

iii) Financial risks: It includes among others exposure to movements in interest ratesand the Company also maintains sufficient liquidity so that it is able to meet itsfinancial commitments on due dates and is not forced to obtain funds at higher interestrates.

iv) Day-to-day Risk Management: Management and staff at the Company's facilitiesassets and functions identify and manage risk promoting safe compliant and reliableoperations. These requirements along with business needs and the applicable legal andregulatory requirements underpin the practical plans developed to help reduce risk anddeliver strong sustainable performance.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has a vigil mechanism named vigil mechanism/Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. The details of the vigil mechanismPolicy is explained in the Corporate Governance Report and also posted on the website ofthe Company and annexed to this Report as "Annexure 1". There were nocomplaints under the above said system during the Financial Year 2018-19.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES:

During the year under review your company is not having any subsidiary Associate andJoint Venture Companies at any moment therefore the financial statements are prepared onstandalone basis.

BOARD OF DIRECTORS'& KEY MANAGERIAL PERSONNELS AND BOARD MEETINGS:

(i)Independent Directors:

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing obligation and disclosure Requirement) Regulation 2015. Your directors satisfyabout their independency. Our definition of ‘Independence' of Directors is derivedfrom the SEBI (Listing obligation and disclosure Requirement) Regulation 2015 and Section149(6) of the Companies Act 2013. Based on the confirmation/disclosures received from theDirectors and on evaluation of the relationships disclosed the following Non-ExecutiveDirectors are Independent in terms of Reg. 17(10) of SEBI (LODR) Regulation 2015 andSection 149(6) of the Companies Act 2013;

a) Shri Kailash Mandpe (DIN: 02670345) (Resigned on 3rd Dec 2019)
b) Shri Yugansh Soni (DIN: 06652396)
c) Shri Amarjeet Singh Sudan (DIN: 00209275)
d) Shri Pawan Kumar Mishra (DIN: 02806679)

During the Year under review Shri Kailash Mandpe (DIN: 02670345) had resigned from thepost of Independent Director w.e.f. 03rdDecember 2018. The Independentdirectors are not liable to retire by rotation.

Independent Directors re-appointed:

Re-appointment of Mr. Pawan Kumar Mishra (DIN:02806679) Mr. Kailash Mandpe(DIN:02670345) had resigned on 3rd Dec 2018Mr. Yugansh Soni (DIN:06652396)and Mr. Amarjeet Singh Sudan (DIN:00209275) as Independent Directors in last AGM bypassing special resolution w.e.f. 1st April 2019 to 31st March 2024.

(ii)Women Director:

The Company have Smt. Ranjeet Hora Kaur (DIN: 00200028) as Director w.e.f. 12thJune 1997 and has been categorized as Women Directors and complies with the provision ofappointment of women director in the company.

Women Director seeking re-appointment:

Mrs. Ranjeet Hora Kaur (DIN: 00200028) who retires by rotation and being eligibleoffers herself for re-appointment in the ensuing AGM.

(iii)Key Managerial Personnel:

The Company have Mr. Manmohan Gambhir as a CFO; Mr. Taranjeet Singh Hora (DIN:00200864) as a Managing Director and Ms. Durga Ratnani as a Company secretary cumComplianceOfficer. During the Year under review following changes had made in KeyManagerial Personnel:

Name of the KMP Designation Date of Event Cessation/Appointment
1. Mrs. Urmila Gambhir Whole Time Director 16/08/2018 Cessation
2. Mr. Manmohan Gambhir Whole Time Director 29/09/2018 Not reappointed by the members offer himself for reappointment
3. Ms. Durga Ratnani Company Secretary 03/12/2018 Appointment
4. Ms. Nikita Sharma Company Secretary 03/12/2018 Cessation

(iv)Directors seeking re-appointment:

Mrs. Ranjeet Hora Kaur (DIN: 00200028) who retires by rotation and being eligibleoffers herself for re-appointment.

(v) Whole Time Director:

During the Year under review Mrs. Urmilla Gambhir (DIN: 01552361) had resigned fromthe post of Whole Time Director w.e.f. 16th August 2018 and Mr. ManmohanGambhir (DIN: 00199856) who is liable to retire by rotation offered himself forreappointment could not be re-appointed by members had not given consent for hisre-appointment further due to majority of votes cast against him in the last AGM.

(v)Meetings of the Board:

The Board meets at regular interval to discuss and decide on Company/business policyand strategy apart from other Board business. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors and invitees.Meetings of the Board are held in Indore at the Registered Office of the Company. TheAgenda of the Board meetings are circulated at least a week prior to the date of themeeting. The Agenda for the Board and Committee meetings includes detailed notes on theitems to be discussed at the meeting to enable the Directors to take an informed decision.

During the Year ended 31st March 2019 5 (Five) Board meetings wereheld on 30thMay 2018 14th August 2018 14th November 2018 3rdDecember 2018 14thFebruary 2019.The maximum interval between any twomeetings did not exceed 120 days.

(vi)Company's policy on Directors' appointment and remuneration:

The Policy of Ranjit's on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is appended as "Annexure2" to this Report and hosted on the Company's website at www.ranjitsecurities.com

(vii)Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises on thefollowing key areas:

i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and its performance
iv. Providing perspectives and feedback going beyond information provided by the management
v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. An executive member of the Board does not participate in thediscussion of his evaluation.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a. that in the preparation of the annual financial statements for the year ended 31st March 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
b. that such accounting policies as mentioned in Note 01 02 and 03 of the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as at March 31st2019 and of the profit and Loss of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

(i)Details in respect of fraud reported by auditor u/s 143(12) other than those whichare reportable to the central government:

There is no fraud which are reportable by the Auditors to the Central Government andwhich needs to be disclosed in the Board report during the year under review.

(ii)Disclosure for frauds against the Company:

In terms of the provisions of section 134(3) (ca) of the Companies Act 2013 therewere no fraud committed against the Company by any person which are reportable undersection 141(12) by the Auditors to the Central Government as well as non reportable fraudsduring the year 2018-19.

COMMITTEES OF THE BOARD

During the year under review in accordance with the Companies Act 2013 the Board hasthe following 5 (Five) Committees as follows:

(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders' Relationship Committee
(d) Risk management Committee.
(e) Internal Control Committee

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business as details has beengiven in the relevant schedule in the financial statements annexed with the Boards' Reportand also given in the prescribed Form AOC-2 as the "Annexure 3".There are no materially significant related party transactions made by the Ranjit's withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. All Related PartyTransactions are placed before the Audit Committee and the Committee has accorded its Omnibus Approval and also reviewed the same periodically by Board for approval on a quarterlybasis.The Company has developed a Related Party Transactions Policy Standard OperatingProcedures for purpose of identification and monitoring of such transactions. The policyon Related Party Transactions as approved by the Board is uploaded on the Company'swebsite at www.ranjitsecurities.com

SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

INTERNALAUDITORS

The Board has appointed Mr. Ravi Bansal Chartered Accountant as an Internal Auditorof the company and takes his suggestions and recommendations to improve and strengthen theinternal control systems. His scope of work includes review of operational efficiencyeffectiveness of systems & processes compliances and assessing the internal controlstrengths in all areas. The Audit Committee reviews adequacy and effectiveness of theCompany's internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening of the Company's risk managementpolicies and systems.

OBSERVATION OF THE AUDITOR AND MANAGEMENT COMMENTS THEREOF:

There are some observations made by the Auditor of the Company's Auditors M/s JainDoshi & Co. (Firm Reg. No. 007365C) in their report explanation on that has givenbelow by the board:

Comments by the Statutory Auditor for the year 2018-19:

There are some qualifications reservation or adverse remark or disclaimer given by theAuditors in their report and the management submits its comments as under.

1. Observation: A criminal case has been filed before CJM Gwalior by theRegistrar of the Companies M.P. against the company and its directors under section295(4) & (5) 211 372(8) and 383(1A) of Companies Act 1956 but the impact of theabove on the result for the year cannot be presently determined due to pending ultimateoutcome of the matter. Management Comments: The Company and its concerning directorshave submitted their reply to the ROC and the Hon'ble Court for their defences. It ishopeful that the Court may decide the matter in favor of the Company and likely that nomajor fine would be imposed and it's thus not put any impact on the financial position ofthe company.

2. Observation: The Company shares are suspended from trading at Bombay StockExchange Ltd. (BSE).However the company has applied for Revocation of suspension of sharewith BSE which is yet to be concluded.

Management Comments: The Company has complied with almost all the condition ofrevocation of suspension of share of the company and company has taking regular follow upfrom the stock exchange and the management is making all the possible efforts forrevocation of suspension of trading at the BSE Ltd. which is having nationwide terminalsand it has not put any impact on the financial position of the company.

Emphasis of Matter by the Statutory Auditors Other Matters Specified by the StatutoryAuditors

(i) The title deeds of immovable properties are held in the name of the company. Titledeed is yet to be registered in respect of a Plot for which advance is given of Rs.1619055/-. Management Comments: The Company is trying to get the registryof the plot in the name of the company however in any case if the registry could not bemade the company shall recover the amount from the seller and the transaction are notprejudice to the interest of the company.

(ii) A case filed by Commercial Tax department is pending against the Company in MPHigh Court Bench Indore. Liabilities under which amounting to Rs. 231104/-.

Management Comments: A case filed by Commercial Tax department is pendingagainst the Company in MP High Court Bench Indore. Liabilities under which amounting toRs. 231104/-but company yet has not been receive an y further notice from Hon'ble courteither for further hearing or for penalty.

(iii) Demand of Rs.37432/- has been raised by Income Tax department as default onaccount of TDS deduction interest on late payments penalty for late filling U/s 234E fordifferent past years for which no provision has been made in books of accounts of thecompany. Details are as follows:

Name of the statute Nature of dues Period to which the amount relates Amount due
Income Tax Department Short payment of tax AY 2012-13 20462/-
Income Tax Department On account of short payment late filing fee and interest on late payment FY 2013-14 2210/-
Income Tax Department On account of short payment late filing fee and interest on late payment FY 2014-15 11960/-
Income Tax Department On account of short payment FY 2015-16 1940/-
Income Tax Department On account of short payment late filing fee and interest on late payment FY 2015-16 1940/-
Income Tax Department On account of short payment late filing fee and interest on late payment FY 2016-17 750/-
Income Tax Department On account of short payment late filing fee and interest on late payment FY 2018-19 110/-

Management Comments (ii) and (iii) :Due to inadvertent company has not paidthe amount due to Income Tax Department. But by the end of this year company will pay allthe pending dues to Income Tax Department.

SECRETARIAL AUDITORS:

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 directorshas appointed CS Kamlesh Yadav (Mem No. 47395 C.P. No. 20443) a Company Secretary inPractice to undertake the Secretarial Audit of the Company for the year 2018-19. TheReport of the Secretarial Audit in the Form MR-3 is annexed herewith as "Annexure4". There are some qualifications reservations or adverse remarks ordisclaimer in Secretarial Audit report under the various provision applicable on thecompany they are following as under:-

Companies Act:-

1. A Criminal case has been filed before Chief Judicial Magistrate of Gwalior by theRegistrar of the Companies M.P. against the company and its directors under section295(4) & (5) 211 372(8) and 383(1A) of Companies Act 1956. The matter is stillpending with ROC and Court.

Management Comments: Please consider above representation in point 1 of Commentsby the Statutory Auditor for the year 2018-19

SEBI & Listing Compliances:-

1. The Company's shares are suspended from trading at Bombay Stock Exchange Ltd.(BSE).However the Company has applied for Revocation of suspension of Share with BSE whichis yet to be concluded. The Company has automatically delisted its trading from MadhyaPradesh Stock Exchange (MPSE) and Ahmadabad Stock Exchange (ASE) due to exit order issuedby SEBI

Management Comments: The Company has complied with almost all the condition ofrevocation of suspension of share of the company and company has taking regular follow upfrom the stock exchange and the management is making all the possible efforts forrevocation of suspension of trading at the BSE Ltd. which is having nationwide terminals.

Other laws as per Auditor Reports:-

1. A case filed by Commercial Tax department is pending against the Company in MP HighCourt Bench Indore. Liabilities under which amounting to Rs. 231104/-.

Management Comments: Same as per the Explanation given in "other Mattersspecified by the Statutory Auditors".

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

CORPORATE GOVERNANCE

Non-applicability of Corporate Governance provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015:

Pursuant to the provisions of Regulation 15(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 compliance with the provisions of theCorporate Governance are not applicable to the Companies having paid up equity sharecapital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore ason the last day of previous financial year or on the Companies listed on SME Exchange. Inview of above as per the latest Audited Financial Statement of the Company as at 31stMarch2019 the paid-up Equity Share Capital and the Net Worth of the Company does not exceedthe respective threshold limit of Rs. 10 Crore and Rs. 25 Crore as aforesaid; hencecompliance with the provisions of the Corporate Governance are not applicable to theCompany. However the Company is making compliances of some of the regulations voluntarilyin the interest of the best corporate governance and a separate section on corporategovernance practices followed by the Company together with the Corporate GovernanceReport is attached as "Annexure-5".

MD & CFO certification

Certificate obtained from Shri Taranjeet Singh Hora Chairman & Managing Directorand Shri Manmohan Gambhir Chief Financial Officer pursuant to Regulation 17(8) of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 and for the yearunder review was placed before the Board at its meeting held on 30th May 2019.A copy of the certificate on the financial statements for the financial year ended March31 2019 is annexed along with this Report as "Annexure 6".

Code of Conduct and ethics

The Company has formulated the code of conduct for the Board members and seniorexecutives under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations2011 and the SEBI (Prohibition of Insider Trading) Regulations 1992/2016. A certificateto that effect for the proper compliances given by the Managing Director is annexed as the"Annexure-7" with this Report.

PARTICULARS OF REMUNERATION OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section197(12) of the Act read with Rule 5 and 8(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as "Annexure9".

CONSOLIDATED FINANCIAL STATEMENTS

Since your company is not having any subsidiary company associate company or jointventure therefore it is not required to prepare Consolidated Financial Statements for theyear 2018-19.

ENERGY CONSERVATION TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013read withRule 8 of The Companies (Accounts)Rules 2014is annexed herewith as "Annexure-10".

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments if any affecting the financialposition of the Company which had occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31stMarch 2019in FORM MGT-9 is annexed herewith as

"Annexure-11".

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company. The Coderequires Trading Plan pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.

ADEQUECY OF THE INTERNAL FINANCIAL CONTROL

The Company is having adequate internal control according to the size of the Companyit has internal auditors and the Audit Committee and the vigil mechanism system is also inforce. Further that the statutory auditors has also examined the internal controlprocedure and provided their report as an annexure to the Auditors Report.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers vendors banks and other business partners for the excellent support receivedfrom them during the year. The Directors place on record their sincere appreciation to allemployees of the Company for their unstinted commitment and continued contribution to theCompany.

For and on behalf of the Board
Place: Indore Taranjeet Singh Hora
Date: 30th May 2019 Chairman & Managing Director
DIN: 00200864