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Sai Baba Investment and Commercial Enterprises Ltd.

BSE: 538557 Sector: Financials
NSE: N.A. ISIN Code: INE706P01038
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VOLUME 248
52-Week high 6.58
52-Week low 1.12
P/E 4.20
Mkt Cap.(Rs cr) 3
Buy Price 2.95
Buy Qty 6857.00
Sell Price 2.90
Sell Qty 43.00
OPEN 2.95
CLOSE 2.90
VOLUME 248
52-Week high 6.58
52-Week low 1.12
P/E 4.20
Mkt Cap.(Rs cr) 3
Buy Price 2.95
Buy Qty 6857.00
Sell Price 2.90
Sell Qty 43.00

Sai Baba Investment and Commercial Enterprises Ltd. (SAIBABAINVT) - Director Report

Company director report

To

The Members

Your Directors are pleased to present 38th Annual Report together with AuditedStandalone Financial Statements of Accounts for the Year ended 31st March 2019.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2019 is summarizedbelow:

2018-19 2017-18
PARTICULARS (Rs. in Lakhs) (Rs. in Lakhs)
Total Income 131.48 119.43
Total Expenditure 52.80 233.30
Profit Before Exceptional and Extraordinary items 78.68 (113.87)
Exceptional and Extraordinary Items - -
Profit Before Tax 78.27 (113.87)
Tax Expenses 23.31 -
Profit after Tax Brought Forward 54.96 (113.87)

PERFORMANCE REVIEW

During the year under review your Company had net revenue of Rs.131.48 Lakhs as againstRs. 119.43 Lakhs in the previous year. The Profit amounted to Rs. 54.96 Lakhs as againstLoss amounted to Rs. (113.87) Lakhs in the previous year.

There have been no material changes in the nature of business during the period underreview.

DIVIDEND

After considering financial results for the Financial Year 2018-19 your Directors areof the opinion that it is prudent that no dividend be declared for the year under reviewso that the profits earned in the financial year can be ploughed back and utilized towardsvarious growth and other expansion plans.

TRANSFER TO RESERVES

During the Year under review the Company has not transferred any amount to GeneralReserve and the credit balance of Profit and Loss account of Rs. 54.96 Lakhs istransferred to Reserves & Surplus in the Balance Sheet.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public falling within theambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits)Rules 2014 and as such no amount as principal or interest was outstanding as on theBalance sheet date.

SHARE CAPITAL

During the year 2018-19 there was no public issue right issue bonus issue orpreferential issue etc. The Company has not issued any shares with differential votingrights sweat equity shares nor has it granted any stock options.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Designation of Mr. Nikhil Gulabchand Shah was changed from Independent Director toExecutive Director and Mr. Amesh Surajlal Jaiswal was appointed as an AdditionalIndependent Director of the Company at the Board Meeting held on 11th April 2018 to holdthe office up to the date of ensuing Annual General Meeting or the last date on whichAnnual General Meeting should have been held whichever is earlier. However Mr. AmeshSurajlal Jaiswal expressed his unwillingness to continue as Independent Director after37th Annual General Meeting of the Company.

In view of the above and to have optimal composition of Board of Directors of theCompany as prescribed under applicable provisions of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Mr. Jigar Bhadresh Gandhi wasappointed as Independent Director of the Company for five consecutive years with theapproval of shareholders at the 37th Annual General Meeting held on 29th September 2018.

Based on recommendation of Nomination and Remuneration Committee the Board at itsmeeting held on 29th May 2019 approved re-designation of Mr. Jigar Bhadresh Gandhi fromIndependent Director to

Executive Director and his appointment as Whole Time Director (WTD) of the Company fora term of 3 years from 29th May 2019 to 28th May 2022 subject to approval ofshareholders by way of Special Resolution.

Mr. Nikhil Gulabchand Shah resigned from the position of Executive Director of theCompany with effect from 12th June 2019 due to his disqualification under Section 164(2)of the Companies Act 2013.

On recommendation of Nomination and Remuneration Committee Mr. Imran Saifullah Shaikhwas appointed as Additional Non-Executive Independent Director with effect from 29th May2019 and Mrs. Kishori Samadhan Kadam appointed as Additional Non-Executive IndependentDirector of the Company with effect from 10th August 2019 who shall hold the office upto the date of the Annual General Meeting or the last date on which Annual General Meetingshould have been held whichever is earlier.

In relation to above mentioned appointments of Directors being eligible for appointmentas such the Company has received notices in writing purposing their candidature for thesame. Thus Board recommends the Ordinary Resolutions set out in the Notice for theapproval by members of the Company. The information on the particulars of Directorseligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 has been provided in the notes to the noticeconvening the Annual General Meeting.

Mr. Manoj Gunvantrai Somani retires by rotation and being eligible offers himself forre-appointment. The consent of members of the Company is being sought for hisre-appointment.

REMUNERATION TO KEY MANAGERIAL PERSONNEL

The Company has paid remuneration to Key Managerial Personnel during the year underreview within the limits as specified in the Companies Act 2013 details of which formspart of the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Remuneration Policy applies to Directors and Senior Management Personnel. ThePolicy is approved by the Nomination Committee of the Company.

Major criteria defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company is available on the website of the Companywww.saibabainvest.co.in.

The information regarding Director's Remuneration Policy and criteria for determiningqualifications positive attributes independence of a director and other matters providedunder section 178(3) are provided in the Corporate Governance Report

INDEPENDENT DIRECTORS' DECLARATION

The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of Independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

FAMILIARIZATION PROGRAMME

Every new Independent Director of the Company attends a Familiarization Programme. Thedetails of programme for familiarization of Independent Directors with the Company theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company www.saibabainvest.co.in.

BOARD DIVERSITY

The Company recognizes and embraces the benefits of having a diverse Board to enhancethe quality of its performance. The Board Diversity Policy aims to set out the approach toachieve diversity on the board of directors of the Company. The Board Diversity policy isavailable on the Company's website at www.saibabainvest.co.in.

MEETINGS OF BOARD AND COMMITTEES

Board of Directors:

During the financial year 2018-19 the Board met 7 times.

Currently the Board has three committees viz. the Audit Committee the Nomination andRemuneration Committee and Stakeholders Relationship Committee. A detailed note on theBoard and its committees is provided under the Corporate Governance report section in thisannual report. The gap between any two meetings has not been more than 120 days asprescribed by the Companies Act 2013.

Committees:

During the Financial Year 2018-19 all the three committees met 5 times. The gapbetween any two meetings has not been more than 120 days as prescribed by the CompaniesAct 2013.

PERFORMANCE EVALUATION OF BOARD COMMITTEES & DIRECTORS

In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 annual performance evaluationof Board its committees (namely Audit Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee) and all the Directors individually has been doneby the Company. Performance evaluation forms were circulated to all the Directors torecord their evaluation of the Board its Committees and Non-executive Directors of theCompany.

The Board of Directors reviewed the performance of Independent Directors and Committeesof the Board. More information on the same is available in the Corporate GovernanceReport.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

(i) That in preparation of the Annual Financial Statements for the year ended March 312019 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;

(ii) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit/loss of the company for that period;

(iii) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the directors had prepared the annual accounts on a going concern basis.

(v) That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(vi) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

The Company's Internal Auditors have conducted periodic audits to provide reasonableassurance that the Company's approved policies and procedures have been followed.

AUDITORS AND AUDITORS' REPORT

The appointment of M/s S. Agarwal & Co. Chartered Accountants New Delhi (FRN:000808N) as Statutory Auditors of the Company has been ratified at the Board Meeting heldon 31st August 2019.

Further the auditor's report dated 29th May 2019 on the Financial Statements for theF.Y. 2018-19 contains some qualifications and remarks. The point-wise management's replyto the same is as under:-

(a) The company is required to get registered with the RBI as Non-Banking financialcompany as required under section 45 IA of the Reserve Bank of India Act 1934 and therules made there under which has not been complied with.

(b) The only source of Income to the company is Interest on Loans given to the variousparties. Howsoever the amount of loan and interest thereon cannot be verified in theabsence of supporting evidences. The loan has been given by the management on the basis ofverbal agreement.

(c) The Company has not yet deposited Income tax of Rs.1745850 for the Assessmentyear 2017-18.

(d) During the quarter ended 31.03.2019 a sum of Rs. 1957611 has been written backbecause the amounts were considered no longer payable by the management. No documentaryevidence was available for the verification.

Management's Reply:

(a) The core business activity of the company is Infrastructure Development. Since thecompany did not find any viable projects the idle funds were given as loans in the bestinterest of the stakeholders. Though the company fulfills the criteria of Section 45IA ofthe RBI Act 1934 we did not apply for the registration as the main object of the companywas not financing but Infrastructure Development and the company is in the process ofseeking the projects suitable to the objects of the company.

(b) The core business activity of the company is Infrastructure Development. Since thecompany did not find any viable project in the best interest of the stakeholders the idlefunds are given as loans on such terms and conditions as mutually decided by Board ofDirectors and different parties.

(c) The Board of Directors has taken note of the same. The return along with Income taxof Rs.1745850 for the Assessment Year 2017-18 will be deposited with Income Taxauthorities as soon as possible .

(d) The management is of the view that the amount of Rs. 1957611 is no longer payableby the Company. Thus written off in the current quarter.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as an Annexure-I to the Board'sReport.

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 Companyhas appointed M/s V Kumar and Associates Company Secretaries to undertake theSecretarial Audit of the Company for the Financial Year 2018-19. The Secretarial AuditReport (e-form MR-3) is annexed herewith as Annexure-II.

Management's point-wise explanation to the Auditor's observations:-

a) As per the Principal Business Criteria as defined by RBI for NBFCs this Company isfalling in the definition of NBFC and require the Certificate of Registration of NBFC- Thecore business activity of the company is Infrastructure Development. Since the company didnot find any viable projects the idle funds were given as loans in the best interest ofthe stakeholders .Though the company fulfills the criteria of Section 45IA of the RBI Act1934 we did not apply for the registration as the main object of the company was notfinancing but Infrastructure Development and the company is in the process of seeking theprojects suitable to the objects of the company.

b) The Company has not complied with the provisions of the Companies Act 2013 to theextent of signing of financial statement under section 134 by Company Secretary ofthe Company- It was left inadvertently.

c) The Company has Filled MGT-15 beyond the prescribed time of 30days from the date ofevent- The e-form was filed within the prescribed timeline but payment of MCA fee was leftinadvertently.

d) The Company has not complied with the provisions of the SEBI (LODR) Regulations2015 with regards to filling of Unaudited financial results for Quarter ended 30th June2018 within the prescribed time. - Due to some uncontrollable circumstances quarterlyresults could not be submitted with BSE within the prescribed timeline.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013.

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditor's Certificate on Corporate Governance is set out in this Annual Reportas Annexure-V. The Auditor's Certificate for the Financial Year 2018-19 does not containany qualification reservation or adverse remark.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013forms part of the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no Related Party Transactions (RPTs) entered into by the Company during theFinancial Year which attracted the provisions of section 188 of the Companies Act 2013.There being no ‘material' related party transactions as defined under regulation 23of SEBI Listing Regulations 2015 there are no details to be disclosed in Form AOC-2 inthat regard.

The Policy on RPTs as approved by the Board is uploaded on the Company's websitewww.saibabainvest.co.in.

PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as covered under the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Hence no information is required to be appended to this report in this regard.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Since there was no unpaid/unclaimed dividend declared and paid by the Company in pastyears the provisions of Section 125 of the Companies Act 2013 do not apply.

SUBSIDIARIES AND ASSOCIATECOMPANIES

The Company has no subsidiaries and associate companies as on 31st March 2019.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis is set out in thisAnnual Report.

CORPORATE GOVERNANCE

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a separate report of the Board of Directors on Corporate Governance is included inthe Annual Report as Annexure-IV.

CODE OF CONDUCT

All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2018-19. A declaration to this effect signed by the ChiefFinancial Officer is set out as Annexure-VI in the Annual Report.

The Chief Financial Officer has certified to the Board with regard to the financialstatements and other matters as required under regulation 17(8) of the SEBI ListingRegulations 2015.

CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION & FOREIGN EXCHANGE

The particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo required to be furnished pursuant to Section 134(3) (m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are asunder:

Part A and B of the Rules pertaining to conservation of energy and technologyabsorption are not applicable to the Company.

The Company has neither earned nor spent any foreign exchange during the year underreview.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has proper and adequate system of internal control to ensure that all theassets are safeguarded and protected against loss from unauthorized use or disposition andthat transaction are authorized recorded and reported correctly. The Company haseffective system in place for achieving efficiency in operations optimum and effectiveutilization of resources monitoring thereof and compliance with applicable laws.

CORPORATE SOCIAL RESPONSIBILITY:

During the year under review the Company does not meet any of the criteria as set outin Section 135 of the Companies Act 2013 read with Companies (Corporate SocialResponsibility Policy) Rules 2014. Hence the question of furnishing the details ofCorporate Social Responsibility does not arise.

RISK MANAGEMENT POLICY

The Company has laid down a well-defined risk management mechanism covering the riskmapping and trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor variousrisks. The Audit Committee and the Board periodically review the risks and suggest stepsto be taken to manage/ mitigate the same through a properly defined framework. During theyear a risk analysis and assessment was conducted and no major risks were noticed whichmay threaten the existence of the company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted the vigil mechanism (Whistle Blower Policy) for Directors andemployees of the Company to report genuine concerns about unethical behavior actual orsuspected fraud or violation of the Company's code of conduct and ethics. During theperiod under review no complaints concerning any unethical behavior actual or suspectedfraud or violation of the Company's code of conduct and ethics has been received by theCompany.

Major scope safeguards and procedure for disclosure for vigil mechanism is availableon the website of the Company www.saibabainvest.co.in .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS IF ANY:

During the year under review there were no significant material orders passed by theRegulators / Courts which would impact the going concern status of your Company and itsfuture operations.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Registered Office of the Company changed from T-63 Ground Floor West Patel NagarNear Khanna Market Delhi-110008 to A-31 Gali no. 2 Madhu Vihar Near Singla's SweetsI.P. Extension New Delhi-110092 through Board Resolution passed at the meeting held on13th February 2019.

CHANGE IN CORPORATE OFFICE OF THE COMPANY

The Corporate Office of the Company situated at Trade World C Wing kamala Mills 9thFloor Unit no. 912 Lower Parel (West) Mumbai-400013 was closed with effect from 15thFebruary 2019 due to non-availability of business at Mumbai.

RE-CONSTITUTION OF VARIOUS COMMITTEES OF THE BOARD

During the year all three committees of the Board of Directors were re-constituted on11thApril 2018 and 20th October 2018 by the Board. The composition of all the committeesis mentioned below:-

After 11thApril 2018
Name of Committee Member
Audit Committee Mr. Amesh Surajlal Jaiswal (Chairman)
Mr. Hemant Padmakar Chavan (Member)
Mrs. Komal Nilesh Doshi (Member)
Nomination and Remuneration Committee Mr. Hemant Padmakar Chavan (Chairman)
Mr. Nikhil Gulabchand Shah (Member)
Mrs. Komal Nilesh Doshi (Member)
Stakeholders Relationship Committee Mr. Amesh Surajlal Jaiswal (Chairman)
Mr. Hemant Padmakar Chavan (Member)
Mrs. Komal Nilesh Doshi (Member)
After 20th October 2018
Name of Committee Member
Audit Committee Mr. Jigar Bhadresh Gandhi (Chairman)
Mr. Hemant Padmakar Chavan (Member)
Mrs. Komal Nilesh Doshi (Member)
Nomination and Remuneration Committee Mr. Jigar Bhadresh Gandhi (Chairman)
Mr. Hemant Padmakar Chavan (Member)
Mrs. Komal Nilesh Doshi (Member)
Stakeholders Relationship Committee Mrs. Komal Nilesh Doshi (Chairman)
Mr. Hemant Padmakar Chavan (Member)
Mr. Jigar Bhadresh Gandhi (Member)

The detailed term of reference of the Committee member dates of meetings held andattendance of the Directors are given separately in the Corporate Governance Report.

MATERIAL EVENTS OCCURRING AFTER THE DATE OF BALANCE SHEET

The following events occurred after the date of Balance Sheet:-

Consolidation of Equity Shares of the Company from Rs.1/- Each to Rs. 10/- Each

An approval of members through Ordinary Resolution for Consolidation of Equity Sharesof the Company from Rs. 1/- each to Rs. 10/- each was obtained at the ExtraordinaryGeneral Meeting held on 18th January 2019. For the above said purpose 1st April 2019was fixed as the Record Date by the Board of Directors in its meeting held on 13thFebruary 2019.

Alteration of Clause V of the Memorandum of Association of the Company

Pursuant to the Consolidation of the Equity Shares from Rs. 1/- each to Rs. 10/- eachthe existing Clause V Of the Memorandum of Association of the Company was alteredand substituted by the following new Clause:-

V. The Share Capital of the Company of Rs. 150000000/- (Rupees Fifteen Crores Only)divided into 15000000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees TenOnly) each.

Change in Registered Office of the Company

The Registered Office of the Company changed from A-31 Gali no. 2 Madhu Vihar NearSingla's Sweets I.P. Extension New Delhi-110092 to 33/36 Basement West Patel NagarNew Delhi-110008 with effect from 1st July 2019 through a Board resolution passed by wayof circulation on 20th June 2019.

Re-constitution of Variou s Committees of the Board

Due to changes in the composition of Board of Directors of the Company all theexisting committees of the Company were reconstituted by the Board of Directors at itsmeeting held on 29th May 2019 as under:-

Name of Committee Member
Audit Committee Mr. Imran Saifullah Shaikh (Chairman)
Mr. Hemant Padmakar Chavan (Member)
Mrs. Komal Nilesh Doshi (Member)
Nomination and Remuneration Committee Mr. Imran Saifullah Shaikh (Chairman)
Mr. Hemant Padmakar Chavan (Member)
Mrs. Komal Nilesh Doshi (Member)
Stakeholders Relationship Committee Mr. Imran Saifullah Shaikh (Chairman)
Mr. Hemant Padmakar Chavan (Member)
Mrs. Komal Nilesh Doshi(Member)

STATUTORY DISCLOSURES

A copy of Audited Financial Statements of the company is made available to the membersof the Company and is kept for inspection by any members of the Company at its RegisteredOffice during business hours.

The Cash Flow Statement for the year 2018-19 is attached to the Balance Sheet.

LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on Bombay Stock Exchange Ltd. The applicableListing Fee for the Financial Year 2019-20 has been paid by the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The company has a policy on prohibition prevention and redressal of sexual harassmentof women at workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under "Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013".

The Company has complied with the provision relating to constitution of InternalComplaints Redressal Committee under the Act.

During the financial year 2018-2019 the details of the complaint(s) were as under-

1. Number of complaints filed during the financial year NIL
2. Number of complaints disposed of during the financial year NA
3. Number of complaints pending as on end of the financial year NIL

ANNEXURES FORMING A PART OF BOARD'S REPORT

The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and form part of this Report:

Annexure Particulars

I Extract of the Annual Return in Form MGT-9.

II Secretarial Audit Report in MR-3.

III Management Discussion and Analysis Report

IV Corporate Governance Report

V Certificate from Practicing Company Secretary on Corporate Governance Report

VI Certifications of Chief Financial Officer

ACKNOWLDEGEMENTS:

Your Company and its Directors wish to sincerely thanks all the customers financialinstitutions creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the Company and also sincerely thank the shareholders for theconfidence reposed by them in the Company and from the continued support and co-operationextended by them.

By the Order of Board
For Sai Baba Investment and Commercial Enterprises Limited
Jigar Bhadresh Gandhi Manoj Kumar Gunvantrai Somani
Whole Time Director Director and CFO
DIN: 07910717 DIN: 07721790
Date: 31st August 2019
Place: New Delhi