You are here » Home » Companies » Company Overview » SAB Events & Governance Now Media Ltd

SAB Events & Governance Now Media Ltd.

BSE: 540081 Sector: Media
NSE: SABEVENTS ISIN Code: INE860T01019
BSE 00:00 | 04 Aug 1.13 0
(0.00%)
OPEN

1.13

HIGH

1.13

LOW

1.13

NSE 00:00 | 05 Aug 0.85 0
(0.00%)
OPEN

0.85

HIGH

0.85

LOW

0.85

OPEN 1.13
PREVIOUS CLOSE 1.13
VOLUME 150
52-Week high 1.58
52-Week low 1.13
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.14
Buy Qty 412.00
Sell Price 1.13
Sell Qty 2581.00
OPEN 1.13
CLOSE 1.13
VOLUME 150
52-Week high 1.58
52-Week low 1.13
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.14
Buy Qty 412.00
Sell Price 1.13
Sell Qty 2581.00

SAB Events & Governance Now Media Ltd. (SABEVENTS) - Director Report

Company director report

To

The Members

SAB Events & Governance Now Media Limited

The Board of Directors of your Company hereby presents the 6 Annual Report on theBusiness and operations along with the Audited Financial Statements of the Company for theFinancial Year ended 31 March 2019.

FINANCIAL HIGHLIGHTS:
(Rs. In Lakh)
Particulars For the Year ended 31 st March 2019 For the Year ended 31st March 2018
Revenue from operations 282.99 251.84
Other revenue 0.88 -
Profit/(Loss) before finance charges exceptional items depreciation & tax. (72.49) (389.66)
Less : Finance cost 0.58 1.46
Profit/(Loss) before depreciation & tax (73.07) (391.12)
Less: Depreciation 83.57 84.69
Profit/(Loss) before exceptional items and tax adjustment (156.64) (475.81)
Less: exceptional items - -
Profit/(Loss) before tax adjustment (156.64) (475.81)
Tax Expenses - -
Profit/(Loss) after tax (PAT) (156.64) (475.81)
Other Comprehensive income 5.99 2.41
Total Comprehensive Income (150.65) (473.40)
Earnings per share (Basic and Diluted) (1.49) (4.54)

The financial statements of the Company for the financial year ended 31 March 2019have been prepared in accordance with the Indian Accounting Standards (IND AS) prescribedunder Section 133 of the Companies Act 2013 read with relevant rules issued thereunder(IND AS) and other accounting principles generally accepted in India.

The comments of the Board of Directors (“the Board”) on the financialperformance and the state of affairs of the Company have been provided under theManagement Discussion and Analysis which forms part of this Annual Report.

The figures of previous financial year have beenre-grouped/re-arranged/re-classified/reworked wherever necessary to confirm the currentfinancial year accounting treatment.

REVIEW OF OPERATIONS:

During the financial year under review your Company has earned total revenue of Rs.283.87 Lakhs as against Rs. 251.84 Lakhs in previous financial year. Though the Companycould not book any profit during the financial year the total loss before and after taxhas substantially reduced to Rs. 156.64 Lakhs as against Rs. 475.81 Lakhs in previousfinancial year.

Your Directors expects better performance in the upcoming financial years to set offthe losses of the Company.

STATE OF THE COMPANY'S AFFAIRS:

During the financial year under review the Company operated in Single segment i.e.Publication and MICE.

DIVIDEND:

In view of losses during the financial year under review your Directors do notrecommend any payment of dividend for the financial year under review.

SHARE CAPITAL:

There was no change in Share Capital of the Company during the financial year 2018-19.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business during the financial year under review.

TRANSFER TO RESERVES:

During the financial year under review no amount was transferred to Reserve.

SHIFTING OF REGISTERED OFFICE:

The registered office of the Company has been shifted from “Unit No. 3/65 SukhShanti Nutan Laxmi Cooper Hospital Lane Opp PNB Juhu Mumbai 400049” to “7thFloor Adhikari Chambers Oberoi Complex New Link Road Andheri (West) Mumbai400053”w.e.f. 11th February 2019.

PUBLIC DEPOSIT:

During the financial year under review the Company has not accepted any deposits frompublic/members within the meaning of Section 73 and 76 of the Companies Act 2013 readwith Companies (Acceptance and Deposits) Rules 2014.

PERFORMANCE OF SUBSIDIARY ASSOCIATE OR JOINT VENTURE COMPANIES:

As on 31st March 2019 the Company does not have any Subsidiary Associate or JointVenture Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 read withthe Rules made thereunder and the Articles of Association of the Company Mr. KailasnathAdhikari Managing Director (DIN: 07009389) of the Company retires by rotation and beingeligible offers himself for re-appointment. As such the Nomination and RemunerationCommittee and the Board recommends his re-appointment as Director of the Company forapproval of the members.

Appointment and Resignation

Mr. Manav Dhanda resigned from the office of Non-Executive Director of the Companyw.e.f. close of business hours of 1st October 2018. The Board placed on record itsappreciation towards the valuable contribution made by him during his tenure in theCompany.

Further on recommendation of the Nomination & Remuneration Committee Mrs. LatashaLaxman Jadhav was appointed as an Additional (Non-Executive) Director of the Companyw.e.f. 1st October 2018 subject to approval of members at the ensuing Annual GeneralMeeting ('AGM') who shall be liable to retire by rotation.

The Board recommends the appointment of Mrs. Latasha Laxman Jadhav as Director of theCompany.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated underRegulations 26(4) and 36(3) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 ('Listing Regulations') and Secretarial Standard on General Meetings(SS-2) issued by the Institute of Company Secretaries of India (ICSI) are detailed in theNotice of 6th AGM of the Company dated 14th August 2019.

Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and under Regulation 16 of the Listing Regulations.

Remuneration to Non-Executive Directors

During the financial year under review the non-executive directors of the Company hadno pecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act 2013 the details ofKey Managerial Personnel of the Company as on 31st March 2019 is stated herewith:

Sr. No. Name of the KMP Designation
1 Mr. Kailasnath Adhikari Managing Director (re-appointment w.e.f. 10 February 2019)
2 Mr. Suresh Satpute Chief Financial Officer
3 Mrs. Payal Garg Company Secretary & Compliance Officer

During the financial year there was no change in the KMPs of the Company.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD ITS COMMITTEES AND OF INDIVIDUALDIRECTORS:

Pursuant to the provisions of the Act a formal annual evaluation needs to be made bythe Board of its own performance and that of its Committees and individual directors.Schedule IV to the Act states that the performance evaluation of the independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The Board works with the Nomination and Remuneration Committee to lay down theevaluation criteria.

The Board has carried out evaluation of its own performance the directors individuallyas well as the working of its Audit Committee Nomination & Remuneration Committee andStakeholders' Relationship Committee of the Company. The Board has devised questionnaireto evaluate the performances of each of Executive Non-Executive and IndependentDirectors. Such questions are prepared considering the business of the Company and theexpectations that the Board have from each of the Directors. The evaluation framework forassessing the performance of Directors comprises of the following 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 itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement.

v. Ability to contribute to and monitor our corporate governance practices

During the financial year under review the Nomination and Remuneration Committeereviewed the performance of all the executive and non-executive directors.

A separate meeting of the Independent Directors was held on 11.02.2019 for evaluationof performance of non-independent Directors performance of the Board as a whole andperformance of the Chairman.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on the Company's businesspolicies and strategies apart from other Board businesses. A tentative annual calendar ofthe Board and Committee Meetings is informed to the respective Directors to facilitatethem to plan their schedule and to ensure their meaningful participation in the meetings.

The notice of meeting of the Board of Directors and Committees were given well inadvance to all the Directors of the Company. Usually meetings of the Board are held inMumbai Maharashtra. The agenda of the Board / Committee meetings is circulated 7 daysprior to the date of the meeting as per Secretarial Standard on Meeting of Board ofDirectors (SS-1) issued by ICSI. The agenda for the Board and Committee meetings includesdetailed notes on the items to be discussed at the meeting to enable the Directors to takean informed decision.

During the financial year under review the Board of Directors met 6 (Six) times thedetails of which are given in the Report on Corporate Governance forming part of thisAnnual Report. The intervening gap between two consecutive meetings was within the periodprescribed under (SS-1) issued by ICSI and the Companies Act 2013.

COMMITTEES OF THE BOARD:

The Company has constituted following Committees in accordance with the provisions ofthe Companies Act 2013 and the Listing Regulations. As on the end of the financial yearunder review there are 3 (Three) Committees of the Board which are stated below:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders' Relationship Committee.

Details of the Committees' constitution with respect to their terms of referencemeetings and attendance at the meetings held during the financial year are provided inthe Report on Corporate Governance forming part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of the Listing Regulations. The composition of theAudit Committee is provided in the Report on Corporate Governance forming part of thisAnnual Report.

All the recommendations made by the Audit Committee were accepted and approved by theBoard.

The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters and the matters for which it isauthorized by the Board as per the terms prescribed under Listing Regulations. It alsosupervises the Company's internal control and financial reporting process.

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act 2013 read with the Rulesmade thereunder and Regulation 19 of the Listing Regulations and on the recommendation ofthe Nomination and Remuneration Committee the Board has adopted a Policy on“Criteria for appointment of Directors and Key Managerial Personnel SeniorManagement and their remuneration”. The salient features of Remuneration Policy arestated in the Report on Corporate Governance forming part of this Annual Report.

RISK AND AREAS OF CONCERN:

The Company has devised and adopted a Risk Management Policy and implemented amechanism for risk assessment and management. The policy provides for identification ofthe possible risks associated with the business of the Company assessment of the same atregular intervals and taking appropriate measures and controls to manage mitigate andhandle them. The key categories of the risks covered in the policy are Strategic RisksFinancial Risks Operational Risks and such other risks that may potentially affect theworking of the Company. The Board and Audit Committee periodically reviews and discuss onthe risks if any that may effect the business of the Company and recommend steps to betaken to control and mitigate the same through a properly defined framework.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy/ Vigil Mechanism as per the provisionsof Section 177 of the Companies Act 2013 and Regulation 22 of the Listing Regulations.The Policy provides a mechanism for reporting of any unethical behavior and frauds to themanagement. The mechanism provides for adequate safeguards against victimization ofemployees who avail the mechanism and also provides direct access to the Chairman of theAudit Committee in exceptional cases. The details of the Whistle Blower Policy/ VigilMechanism are explained in the Report on Corporate Governance forming part of this AnnualReport and are also available on the website of the Company athttp://www.governancenow.com/disclsoure/Whistle-Blower-Policy_done.pdf.

We affirm that during the financial year 2018-19 no employee or director or any otherperson was denied access to the Audit Committee.

EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Companies Act 2013 and theRules framed thereunder the Extract of Annual Return in the prescribed Form MGT 9 isappended to this Report as “Annexure I”.

Further pursuant to the provisions of Section 134(3)(a) the annual return of theCompany for the financial year under review shall be made available on the website of theCompany viz. https://www.governancenow.com/investor-info.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The particulars of Loans Guarantees and Investments made by the Company under theprovisions of Section 186 of the Companies Act 2013 has been disclosed in the notes tothe Financial Statements forming part of this Annual Report.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to the provisions of Section 197 of the Companies Act 2013 read with the Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014details of the ratio of remuneration of each Director to the median employee'sremuneration are appended to this report as “Annexure II Part A”.

During the financial year under review no employee was in receipt of remunerationexceeding the limits as prescribed under provisions of Section 197 of the Companies Act2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. Other information as required under the said provisions is appended to thisreport as “Annexure II - Part B”.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS:

All contracts or arrangements entered into by the Company with its related partiesduring the financial year were in accordance with the provisions of the Companies Act2013 and the Listing Regulations. All such contracts or arrangements have been approved bythe Audit Committee as applicable.

The Company had entered into the material contract and/or arrangement with the GroupCompany during the financial year under the review. Further the prescribed details ofrelated party transaction in Form AOC-2 in terms of Section 134 of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given in the“Annexure III” to this Report.

In accordance with the provisions of Regulation 23 of the Listing Regulations theCompany has formulated the Policy on Related Party Transactions and the same can beaccessed on the Company's website athttp://www.governancenow.com/disclsoure/Policy%20on%20Related%20Party%20transaction_done.pdf.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on 31 March 2019 the Company does not have any Subsidiary Associate or JointVenture Company and hence preparation of Consolidated Financial Statements and statementcontaining salient features of subsidiary in Form AOC -1 as per the provisions of Section129 of the Companies Act 2013 is not applicable to the Company.

STATUTORY AUDITORS:

The term of M/s. A.R. Sodha & Co. Chartered Accountants Mumbai (FRN: 110324W)Statutory Auditors of the Company expires at the ensuing Annual General Meeting. Pursuantto the provisions of Section 139 (2) of the Companies Act 2013 M/s. A. R. Sodha &Co. are eligible to be re-appointed for another term of 4 (four) consecutive years asstatutory auditors of the Company. The Company has received a written consent and aneligibility certificate from M/s. A. R. Sodha & Co. stating that they are willing toact as statutory auditors of the Company and that their appointment satisfies the criteriaas provided under section 141 of the Companies Act 2013.

M/s A.R. Sodha & Co. are Practicing Chartered Accountants has been diligentprovider of wide range of services since 1979. The firm has been providing services acrossbroad spectrum ranging from assurance tax transaction and advisory. They bring broadrange of experience and network to offer services that provide end to end solution inthese areas. Their core competency lies in their sound knowledge of the regulatoryenvironment standardization of practice processes and appreciation and understanding;needs of their clients.

Basis the experience and long relationship of the proposed auditor with the Companythe Board recommends the reappointment of M/s A.R. Sodha & Co. Chartered Accountantsas statutory auditors of the Company for a second term of 4 (four) consecutive years whoshall hold office from the conclusion of 6 Annual General Meeting upto the conclusion of10 Annual General Meeting and to audit the financial statements from the F.Y.2019-20 toF.Y. 2022-23 at a remuneration of an amount not exceeding Rs 75000/- p.a. plus applicabletaxes out of pocket expenses travelling and other expenses for financial year 2019-20.

Further the following is the qualification (along with managements' reply) made by theStatutory Auditors' in their report for the year ended 31 March 2019:-

1. Details of Audit qualifications: Impairment in the value of goodwill.

The Company had acquired its publication and MICE business in FY 2015-16 and duringsuch acquisition the company had paid for goodwill amounting to Rs. 788.69 Lakhs. Thecarrying value of Goodwill as on 31 March 2019 is Rs. 535.69 lakhs. However the Companyhas not been able to generate sufficient income from its publication and MICE businesssince last two years and has incurred losses of Rs. 149.92 lakhs during the year ended on31 March 2019 and during the preceding financial year of Rs. 475.81 Lakhs. In our viewthis indicates impairment in the value of Goodwill. Since the Company has not carried outimpairment testing on goodwill and in the absence of working for impairment we are unableto quantify the amount of impairment provision required and its possible effects on thefinancial statements.

Managements' reply:

The Management of the Company does not anticipate any impairment in the value ofGoodwill as the Management considers that the Goodwill can be commercially exploited indifferent ways to generate the revenue. Management estimates that decline in revenue inrecent past is temporary in nature which has potential to get regularized in near future.The management is of the opinion that keeping in view their long term business synergy andpotential no provision for impairment in the value of goodwill is required to be made ason 31 March 2019.

During the financial year under review the Statutory Auditors had not reported anyfraud under Section 143(12) of the Companies Act 2013 therefore no detail is required tobe disclosed under Section 134(3)(ca) of the Companies Act 2013.

MAINTAINENCE OF COST RECORDS:

Pursuant to the provisions of Section 148(1) of the Companies Act 2013 the governmenthas not prescribed maintenance of the cost records in respect of services dealt with bythe Company. Hence the prescribed section for maintenance of cost records is notapplicable to the Company during the financial year under review.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board inits meeting held on 11 February 2019 had appointed M/s. Pankaj Nigam & AssociatesCompany Secretaries Ghaziabad as the Secretarial Auditors of the Company to conductSecretarial Audit of the Company for the financial year 2018-19. The Secretarial AuditReport for the said Financial Year under review is appended to this report as“Annexure IV”.

During the financial year under review following were the qualifications of theSecretarial Auditors of the Company alongwith the reply of the Management of the Company:

(a) The board of directors did not have a woman director for the period 1st April 2018to 30th September 2018 as is required under Section 149 of the Act;

Management Reply:

The Company had taken diligent and concerted efforts to appoint an appropriate personand subsequently Mrs. Latasha Jadhav was appointed as the Women Director w.e.f. May 302018 and accordingly complied with the said requirement.

(b) The company has not appointed Internal Auditors during the period under review asrequired under Section 138 of the Act; Management Reply: The Company is in process ofappointing an appropriate candidate for the said position.

c Pursuant to our observation at (a) hereinabove the composition of the board ofdirectors was not in accordance with the regulation 17(1) on account of vacancy of womandirector till 30th September 2018

Management Reply:

The Company had taken diligent and concerted efforts to appoint an appropriate personand subsequently Mrs. Latasha Jadhav was appointed as the Women Director w.e.f. May 302018 and accordingly complied with the said requirement.

(d) The Company has delayed in payment of listing fees to National Stock Exchange ofIndia Limited (NSE) and BSE Limited (BSE) for the year under review

Management Reply:

The Company has duly made the payment to National Stock Exchange of India Limited (NSE)and BSE Limited (BSE) for the year under review on June 06 2018.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act 2013 the Company isrequired to appoint an Internal Auditor. Despite of constant efforts the Company couldnot find a suitable candidate to be appointed as internal auditor of the Company. Howeverthe Company is making rigorous efforts to search for suitable candidate for the saidposition.

INTERNAL FINANCIAL CONTROL:

Your Company has an adequate system for ensuring the orderly and efficient conduct ofits business including adherence to Company Policies safeguarding of assets preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the Internal Financial Control Systems and strives tomaintain the Standards of Internal Financial Control. The details in respect of internalfinancial control and their adequacy are included in the Management Discussion andAnalysis Report which forms part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to the Regulation 34 read with Schedule V of the Listing Regulations followinghave been made a part of the Annual Report and are attached to this report:

a. Management Discussion and Analysis Report;

b. Report on Corporate Governance;

c. Declaration on Compliance with Code of Conduct;

d. Certificate from Practicing Company Secretary that none of the Directors on theboard of the Company have been debarred or disqualified from being appointed or to act asdirector of the Company;

e. Certificate regarding compliance of conditions of Corporate Governance.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The provisions relating to Corporate Social Responsibility under Section 135 of theCompanies Act 2013 and rules made thereunder are not applicable to the Company.Therefore the Company has not developed and implemented any policy on Corporate SocialResponsibility initiatives.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal which will impact thegoing concern status of the Company or its operations in future.

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

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year 2018-19 to which this financial statementsrelate and the date of this report.

EMOLUMENT OF FEES:

During the year under review the Company received letters dated 31 October 2018 fromBSE Limited and National Stock exchange of India Limited imposing a penalty of Rs.542800/- from each authority for non-compliance under Regulation 17(1) of the ListingRegulations i.e. non-appointment of Woman Director on the Board for three consecutivequarters. After making diligent and concerted efforts the Board appointed Mrs. LatashaLaxman Jadhav as Additional Non-executive Woman Director of the Company in the Meeting ofthe Board of Directors held on 1 October 2018.

The Company has paid the said penalty to National Stock Exchange of India Limited onJuly 25 2019.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has 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.The Company has constituted an Internal Complaints Committee under Section 4 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Thedetails of the complaints' in relation to the Sexual Harassment of Women at Workplacefiled/disposed/pending is given in the Report on Corporate Governance which is formingpart of this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 details regarding Conservation of Energy TechnologyAbsorption Foreign Exchange earnings and outgo for the financial year under review are asfollows:

Conservation of Energy

a. Steps taken or impact on conservation of energy The Operations of the Company arenot much energy intensive.

However Company continues to implement prudent practices for saving electricity andother energy resources in day-today activities.

b. Steps taken by the Company for utilizing alternate sources of energy

Though the activities undertaken by the Company are not much energy intensive theCompany shall explore alternative sources of energy as and when the necessity arises.

c. The capital investment on energy conservation equipment Nil.

Technology Absorption

a. The efforts made towards technology absorption the technology required for thebusiness has been absorbed as and when required.

b. The benefits derived like product improvement cost reduction product developmentor import substitution Not Applicable.

c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) Not Applicable.

d. The expenditure incurred on Research and Development - Not Applicable.

Foreign Exchange Earnings and Outgo - Nil

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 yourDirectors state and confirm that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and theCompany has complied with all the applicable provisions of the same during the financialyear under review.

ACKNOWLEDGEMENT:

The Board of Directors expresses their gratitude for the valuable support andco-operation extended by various Government authorities and stakeholders' includingshareholders banks financial Institutions viewers vendors and service providers.

The Board also places on record their deep appreciation towards the dedication andcommitment of your Company's employees at all levels and look forward to their continuedsupport in the future as well.

For and on behalf of the Board of Directors
Place: Mumbai Markand Adhikari
Date: 14 August 2019 Chairman
DIN: 00032016