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Shree Global Tradefin Ltd.

BSE: 512463 Sector: Others
NSE: N.A. ISIN Code: INE080I01025
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NSE 05:30 | 01 Jan Shree Global Tradefin Ltd
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Sell Price 1.24
Sell Qty 10702.00
OPEN 1.14
CLOSE 1.24
VOLUME 5806
52-Week high 3.60
52-Week low 1.14
P/E
Mkt Cap.(Rs cr) 141
Buy Price 1.14
Buy Qty 214.00
Sell Price 1.24
Sell Qty 10702.00

Shree Global Tradefin Ltd. (SHGLOBALTRAD) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Company's Thirty Third Annual Report and theCompany's Audited Financial Statement for the financial year ended 31st March2019.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS

Figures in Rs. Lakhs

Standalone

Consolidated

Particulars Current Year Previous Year Current Year Previous Year
2018-19 2017-18 2018-19 2017-18
Revenue from operations 1457.89 24276.54 1457.89 24276.54
Other Income 0.29 0.63 0.29 0.63
Total Income 1458.18 24277.17 1458.18 24277.17
Expenses 2261.81 24871.28 2261.81 24871.28
Profit/(Loss) before tax (803.63) (594.11) (803.63) (594.11)
Tax expenses - - - -
Profit/(Loss) after tax (803.63) (594.11) (803.63) (594.11)
Share of Profit/(Loss) of associate - - (3547.81) 227.57
Profit/(Loss) for the Period (803.63) (594.11) (4351.44) (366.54)
Other comprehensive income (net of tax) (1627.46) (6397.37) (1627.03) (6396.66)
Total Comprehensive Income of the Year (2431.09) (6991.48) (5978.47) (6763.20)

On Standalone Basis

The Company has a net loss of Rs. 806.63 Lakhs for the year under review as against Rs.594.11 Lakhs loss in the last year. The total Income of the Company was Rs. 1458.18 Lakhsas against Rs. 24277.17 Lakhs during the last year.

On Consolidated Basis

The Company has consolidated net loss of Rs. 4351.44 Lakhs for the year under reviewas against Rs. 366.54 Lakhs loss in the last year. The total consolidated income of theCompany was Rs. 1458.18 Lakhs for the year under review as against Rs. 24277.17 Lakhsduring the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is trading in Iron & Steel products. TheManagement discussions and analysis is given hereunder:-

a) Industry structure and development: Company is engaged in trading activity primarilyhaving vast potential & now being getting attention of the organised sector.

b) Opportunities and threats: Sustained economic growth in the country may affect thebusiness of the Company and sector overall. However the Company is taking proper steps tomitigate the business risk.

c) Segment-wise performance: The Company is operating on only one broad segment andhence separate segmental reporting is not applicable. The Company has no activity outsideIndia.

d) Outlook: The outlook for 2019-2020 has to be viewed in the context of overalleconomic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiatingadequate step.

f) Internal control system: The Company maintains adequate internal control systemswhich provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: Theoperating performance of the Company has been discussed in Directors Report under the head"Financial Performance and the state of the Company's Affairs" in the currentyear.

h) Human resources and industrial relations: During the year under review theEmployee/Industrial relations remained cordial.

i) Key Financial Ratios

In accordance with the SEBI (Listing Obligations and Disclosure Requirements 2018)(Amendment) Regulations 2018 the Company is required to give details of significantchanges (change of 25% or more as compared to the immediately previous financial year) inkey financial ratios.

The Company has identified the following ratios as key financial ratios:

Particulars 2018-19 2017-18
Debtor Turnover Ratio (times) 3.26 27.15
Current Ratio 1.22 34.40

Ratios where there has been a significant change as compared to immediately precedingfinancial year.

The Debt to Equity Ratio has decreased significantly due to reduction in sales and theCurrent ratio has decreased significantly due to the reduction in current assets.

Return on Networth

The details of return on net worth are given below :

Particulars 2018-19 2017-18
Return on networth (%) (0.07) (0.05)

The return on networth has decreased due to the increase in the loss of the Companyfrom Rs. 594.11 Lakhs in the previous Financial Year 2017-18 to Rs. 803.63 Lakhs in theCurrent Financial Year 2018-19.

j) Cautionary Statement: The Management Discussion and Analysis describe Company'sprojections expectations or predictions and are forward looking statements' within themeaning of applicable laws and regulations. Actual results could differ materially fromthose expressed or implied. Important factors that could make a difference to theCompany's operations include economic conditions affecting demand and supply and priceconditions in domestic and international market changes in Government regulations taxregimes economic developments and other related and incidental factors.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its associate prepared inaccordance with the Companies Act 2013 and applicable Indian Accounting Standards alongwith all relevant documents and the Auditors' Report form part of this Annual Report. TheConsolidated Financial Statements presented by the Company include the financial resultsof its associate.

The Financial Statements as stated above are also available on the website of theCompany at www.sgtl.in

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

As on 31st March 2019 we have 1 associate Company "IndrajitProperties Private Limited". None of the companies have become or ceased to be theassociate companies during the year under review.

In accordance with Section 129(3) of the Companies Act 2013 we have prepared theconsolidated financial statements of the Company which form part of this Annual Report.Further a statement containing the salient features of the financial statement of ourassociate in the prescribed format AOC-1 is appended as "Annexure A" to theBoard's report. The statement also provides details of the performance and financialposition of the associate.

SHARE CAPITAL

During the financial year under review there is no change in the capital structure ofthe Company and accordingly the issued subscribed and paid-up share capital of thecompany stand at Rs. 1139505465 as on 31st March 2019.

DEMATERIALIZATION OF SHARES

As on 31st March 2019 there are 1139162100 Equity Shares dematerializedthrough depositories viz. National Securities Depository Limited and Central DepositoryServices (India) Limited which represents about 99.97 % of the total issued subscribedand paid-up capital of the Company.

DIVIDEND

In view of the losses incurred by the Company your Directors have not recommended anydividend for the year ended 31st March 2019.

TRANSFER TO RESERVES

During the year under review no amount was transferred to general reserves.

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review there is no change in the nature of the business of theCompany.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajesh R. Gupta (DIN 00028379)

In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mr. Rajesh R. Gupta (DIN 00028379) Chairman and ManagingDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment.

Mrs. Uniza Shaikh (DIN 06975961)

Mrs. Uniza Shaikh (DIN 06975961) resigned as a director of the company w.e.f 04thJune 2018. The Board places on record its sincere appreciation for her valuable guidance& contribution to the Company.

Ms. Mohinder Anand (DIN 08156946)

The Board appointed Ms. Mohinder Anand as an Additional Independent Woman Director ofthe Company w.e.f 26th June 2018 to hold office upto the date of the 32ndAnnual General Meeting of the Company. The Shareholders in the 32nd AnnualGeneral Meeting held on 29th August 2018 appointed Ms. Mohinder Anand as anIndependent Woman Director of the Company for a term of five years commencing from 26thJune 2018 to 25th June 2023.

Mr. Mohan Krishnamoorthy (DIN 02542406)

Mr. Mohan Krishnamoorthy an Independent Director of the Company will be completing hispresent term on 13th January 2020. On the recommendation of the Nomination andRemuneration Committee the Board of Directors subject to the approval of shareholders inthe ensuing Annual General Meeting has re-appointed Mr. Mohan Krishnamoorthy as anIndependent Director of the Company for a further term of five years w.e.f. 14thJanuary 2020 to 13th January 2025.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

1. in the preparation of the annual accounts for the year ended 31st March2019 the applicable accounting standards have been followed and there are no materialdepartures from the same;

2. 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 as at 31st March 2019 and ofthe profit of the Company for the year ended on that date;

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

4. the Directors have prepared the annual accounts on a ‘going concern' basis;

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

6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

DISCLOSURE RELATED TO BOARD AND COMMITTEES

Board Meetings

The Board met 6 times during the financial year 2018-19 on 25th May 201826th June 2018 30th July 2018 31st October 2018 29thJanuary 2019 and 30th March 2019. The meeting details are provided in theCorporate Governance Report that forms part of this Annual Report. The maximum intervalbetween any two meetings did not exceed 120 days as prescribed in the Companies Act 2013.

Committees of the Board

As on 31st March 2019 the Board had 3 (Three) Statutory Committees viz:Audit Committee Nomination and Remuneration Committee and Stakeholder RelationshipCommittee. A detailed note on the composition of the Board and its Statutory Committees isprovided in the Corporate Governance Report that forms part of this Annual Report.

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors has carried out an annualevaluation of its own performance Board Committees and of individual directors.

In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole performance of the Committee(s) of theBoard and performance of the Chairman was evaluated taking into account the views ofother directors. Performance evaluation of independent directors was done by the entireBoard excluding the independent director being evaluated.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 stating that he/she meets the criteria ofindependence laid down in section 149(6) of the Companies Act 2013 and Regulation 16(b)of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015

Familiarization Programme for Independent Directors

The Company has formulated a Programme for Familiarization of Independent Directorswith regard to their roles rights responsibilities in the Company nature of theindustry in which the Company operates. The detail of such Familiarization programme canbe accessed on the company's website athttp://sgtl.in/pdf/Familarisation%20Programme%20-%20ID%202018-19.pdf

Meeting of Independent Directors

During the year under review the Independent Directors met on 29th January2019 inter alia to:

a) Review the performance of Non Independent Directors and the Board of Directors as awhole;

b) Review the performance of the Chairman of the Company taking into account the viewsof the Executive and Non-Executive Directors.

c) Assess the quality content and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made bythe Independent Directors have been adopted and put into force.

VARIOUS COMPANY'S POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has formulated andimplemented the following policies. All the Policies are available on Company's website(www.sgtl.in) under the heading "Policies". The policies are reviewedperiodically by the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

In pursuant to regulation 9A(6) of SEBI (Prohibition of Insider Trading) Regulations2015 the Company has revised Whistle Blower Policy to include in its scope any instancesrelated to Insider Trading and has also provided access to the employees of the Company toreport the instances of leak of Unpublished Price Sensitive Information or suspected leakof Unpublished Price Sensitive Information. The Company has established Vigil Mechanismfor the directors and employees of the Company to report serious and genuine unethicalbehavior actual or suspected fraud and violation of the Company's code of conduct orethics policy. It also provides adequate safeguards against victimization of persons whouse such mechanism and makes provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases. None of the employees of the Company hasbeen denied access to the Audit Committee.

Mr. Rajesh Gupta Chairman and Managing Director of the Company has been designated asVigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Whistle Blower & Vigil Mechanism policy can be accessed on the company'swebsite at http://sgtl.in/pdf/Whistle%20Blower%20Policy%20&%20Vigil%20Mechanism.pdf

Policy for Related Party Transactions

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the Company has revised the Policy on Related Party Transactions. Thepolicy regulates all transactions taking place between the Company and its related partiesin accordance with the applicable provisions

The policy on Related Party Transaction can be accessed on the company's website athttp://sgtl.in/pdf/Policy%20on%20Related%20Party%20Transaction.pdf

Code of conduct for Director(s) and Senior Management Personnel

The Company has adopted a Code of Conduct for the Senior Management PersonnelDirectors (executive / non-executive) including a code of conduct for IndependentDirectors which suitably incorporates the duties of Independent Directors as laid down inthe Act.

The above code can be accessed on the company's website athttp://sgtl.in/pdf/Code%20of%20Conduct%20for%20Board.pdf

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliancewith the provisions of the new Companies Act 2013. The policy helps to identify thevarious elements of risks faced by the Company which in the opinion of the Boardthreatens the existence of the Company.

The Risk Management Policy can be accessed on the company's website athttp://sgtl.in/pdf/Risk%20Management%20Policy.pdf

Nomination and Remuneration Policy

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 and Companies (Amendment) Act 2017 the Company has revised Nomination& Remuneration Policy. The key changes include inter alia addition of the definitionof senior management along with recommendations about their remuneration.

The Nomination & Remuneration policy provides guidelines to the Nomination &Remuneration Committee relating to the Appointment Removal & Remuneration ofDirectors Key Managerial Personnel and Senior Management. This policy formulates thecriteria for determining qualifications competencies positive attributes andindependence for the appointment of a director (executive / non-executive) and also thecriteria for determining the remuneration of the directors key managerial personnelsenior management and other employees. It also provides the manner for effectiveevaluation of performance of Board its committees and individual directors.

The Nomination and Remuneration Policy can be accessed on the company's website athttp://sgtl.in/pdf/Remuneration%20Policy.pdf

Policy for Determination of Materiality of an Event or Information

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the Company has revised this policy for determination of materialitybased events

The Policy for Determination of materiality of an event or information policy can beaccessed on the company's website athttp://sgtl.in/pdf/Policy%20for%20Determining%20Materiality%20of%20Events.pdf

Policy on Preservation of Documents

In pursuant to Regulation 9 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has adopted the policy on preservation of thedocuments.

The policy on preservation of documents can be accessed on the company's website athttp://sgti.in/pdf/1.%20Policy%C2%A0on%C2%A0Preservation%C2%A0of%C2%A0Documents.pdf

Insider Trading -Code of Conduct

In pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 andSEBI (Prohibition of Insider Trading) (Amendment) Regulations 2019 the Company hasadopted revised Insider Trading Code. The Code provides framework for dealing with thesecurities of Company in mandated manner.

The above Insider Trading-code of conduct can be accessed on the company's website athttp://sgtl.in/pdf/Insider%20Trading%20Code%20of%20Conduct.pdf

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price SensitiveInformation ("UPSI")

The SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 ("PITAmendment Regulations") mandates every listed company to formulate a written policyand procedures for inquiry in case of leak of unpublished price sensitive information andinitiate appropriate action on becoming aware of leak of unpublished price sensitiveinformation and inform the Board promptly of such leaks inquiries and results of suchinquiries. In pursuant to this regulation the Company has adopted the Policy forProcedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information("UPSI").

Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitiveinformation ("upsi") can be accessed on the company's website athttp://sgtl.in/pdf/Policy%20for%20leak%20of%20UPSI.pdf

Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation was revised pursuant to SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018 to include therein the policy for determination of "Legitimatepurposes for sharing UPSI"

The code of Practices and Procedures for Fair Disclosure of the Unpublished PriceSensitive Information can be accessed on the company's website athttp://sgtl.in/pdf/Code%20of%20Pracices%20and%20Procedures%20for%20Fair%20Disclosure%20of%20UPSI.pdf

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions ofCorporate Governance as prescribed under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are complied with. The report on Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015a separate section on corporate governance together with a certificate from the Company'sStatutory Auditors forms part of this Report.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139 of Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended M/s Todarwal & Todarwal LLPChartered Accountants (ICAI Registration No: 111009W/ W100231) the Statutory Auditors ofthe Company hold office upto the conclusion of Thirty Fifth (35th) AnnualGeneral Meeting. The Company has received a certificate from the said Auditors that theyare eligible to hold office as the Auditors of the Company and are not disqualified forbeing so appointed.

Further the provision of ratification of appointment of Statutory Auditor every yearhas been omitted by the Companies (Amendment) Act 2017. Therefore ratification of Auditoris not required although your company is proposing ratification of auditor in ensuingAnnual General Meeting for the financial year 2019-20.

The Auditors' Report for the financial year 2018-19 does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatement in this Annual Report.

Statutory Audit Report

During the financial 2018-19 there is no fraud occurred noticed and/or reported by theStatutory Auditors under Section 143(12) of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 (as amended from time to time).

The observations made by the Statutory Auditor in their Audit Report read with therelevant notes thereof as stated in the Notes to the Audited Financial Statements ofCompany for the Financial Year ended 31st March 2019 are self explanatory andbeing devoid of any reservation(s) qualification(s) or adverse remark(s) etc do not callfor any further information(s)/ explanation(s) or comments from the Board under Section134(3)(f)(i) of the Companies Act 2013.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 the Board has appointed M/s SaurabhArora & Co. Practicing Company Secretary (Membership No. ACS 43368 CP No. 19371) asthe Secretarial Auditor of your Company to conduct Secretarial Audit for the financialyear 2019-20.

Secretarial Audit Report

As required under provisions of Section 204 of the Companies Act 2013 the report inrespect of the Secretarial Audit carried out by M/s. K. C. Nevatia & Associates afirm of Company Secretaries in Form MR-3 for the FY 2018-19 is annexed hereto marked as"Annexure B" and forms part of this Report. The said Secretarial Audit Reportbeing devoid of any reservation(s) adverse remark(s) and qualification(s) etc. does notcall for any further explanation(s)/ information or comment(s) from the Board underSection 134(3) (f)(ii) of the Companies Act 2013.

MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as prescribed under section 148(1) of theCompanies Act 2013 is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors and the InternalAuditors of the Company on the inefficiency or inadequacy of such controls.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIES PROVIDED

During the year under review the Company has not made any investment or given any loanto any person or any other body corporate. The Company has given corporate guarantee ofRs. 20 Crores to Bank of Baroda for providing loan to M/s Indrajit Properties PrivateLimited an associate Company.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements or transactions with related party referred toin section 188 of the Companies Act 2013 in the prescribed form AOC-2 are enclosed withthis report as "Annexure C".

There were no materially significant related party transactions entered by the Companywhich may have a potential conflict with the interest of Company. All related partytransaction(s) are first placed before Audit Committee for approval and thereafter suchtransactions are also placed before the Board for seeking their approval. The details ofRelated Party Transactions as required pursuant to respective Indian AccountingStandards have been stated in Note No. 28 to the Audited Standalone Financial Statementof Company forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended are annexed hereto marked as"Annexure D" and forms part of this report.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any shares pursuant to Employee Stock Option Scheme andEmployee Stock Purchase Scheme during the year under review and hence no information asper provisions of Companies Act 2013 is furnished.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of SecretarialStandards 1 and 2.

DEPOSITS

During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning of the year which were classified as‘Deposits' in terms of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014 and hence the requirement for furnishing of detailsof deposits which are not in compliance with the Chapter V of the Companies Act 2013 isnot applicable.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court orTribunal which can have impact on the going concern status and the Company's operations infuture.

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 have been provided in the Report on CorporateGovernance.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Information on conservation of energy technology absorption foreign exchangeearnings and out go in accordance with provisions of section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of Companies (Account) Rules 2014 is not applicable to theCompany.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return for the Financial Year 2018-19 is enclosed with thisreport pursuant to section 92 (3) of the Companies Act 2013 as "Annexure E" andforms part of this report.

LISTING FEES

The listing fees payable for the financial year 2019-2020 have been paid to BombayStock Exchange within due date.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for theassistance and generous support extended by all Government authorities FinancialInstitutions Banks Customers and Vendors during the year under review. Your Directorswish to express their immense appreciation for the devotion commitment and contributionshown by the employees of the company while discharging their duties.

For and on behalf of the Board of Directors
Sd/-
Rajesh R. Gupta
Chairman
Date: 30th May 2019 DIN: 00028379
Place: Mumbai