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Shiv Kamal Impex Ltd.

BSE: 539683 Sector: Financials
NSE: N.A. ISIN Code: INE429R01017
BSE 05:30 | 01 Jan Shiv Kamal Impex Ltd
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Shiv Kamal Impex Ltd. (SHIVKAMALIMPEX) - Director Report

Company director report

Independent Non-Executive Director)
5. Mr. Shashi Kumar Member (Independent Non-Executive Director)

The committee met twice during the year 2019-20 and the attendance ofthe members at these meetings are as follows:

Name of the Chairman/ Member and Date of Meeting Mr. Biswajit Choudhuri Mr. B.L. Agrawal Mr. Abhishek Agrawal Mr. Bhrigu Nath Ojha Mr. Shashi Kumar
30.04.2019 Present Present Present Present Present
11.02.2020 Present Present Present Present Present

The Company has formulated a Risk Management Policy pursuant to theprovisions of Companies Act 2013. The risk management issues are discussed in detail inthe report of Management Discussion and Analysis.

24. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has constituted a CSR Committee of the Board ("CSRCommittee") pursuant to resolution of the Board dated 15.03.2014.

The Board of Directors at its meeting held on 15.03.2014 approved thepowers role and terms of reference of the CSR Committee in accordance with the provisionsof Section 135 of the Companies Act 2013 and policy framed thereunder has been disclosedon the website of the Company athttp://godawaripowerispat.com/wp-content/uploads/csr/csrpolicy_2014.pdf. The CSR Committeeconsists of One Independent Director and Two Executive Directors. The detailed compositionof the members of the CSR Committee at present is given below:

S. No. Name Designation
1. Mr. Shashi Kumar Chairman (Independent Non-Executive Director)
2. Mr. Abhishek Agrawal Member (Executive Director)
3. Mr. Vinod Pillai Member (Executive Director)

The committee met twice during the year 2019-20 and the attendance ofthe members at these meetings are as follows:

Name of the Chairman/ Member and Date of Meeting Mr. Shashi Kumar Mr. Abhishek Agrawal Mr. Vinod Pillai
30.04.2019 Present Present Present
11.02.2020 Present Present Present

CSR Committee's Responsibility Statement:

CSR Committees hereby states that the implementation and monitoring ofCSR activities is in compliance with CSR objectives and Policy of the Company.

25. ANNUAL REPORT ON CSR ACTIVITIES:

The Annual Report on CSR activities initiated and undertaken by theCompany during the year under review is annexed herewith as an ANNEXURE-06.

26. ANNUAL EVALUATION OF BOARD ETC.:

The Nomination and Remuneration Committee has formulated criteria forevaluation of the performance of the each of the directors of the Company. On the basis ofsaid criteria the Board and all its committees and directors have been evaluated by theBoard of the Directors and Independent Directors of the Company.

27. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into by the Companyduring the year under review were on arms length basis and were in the ordinary course ofbusiness. There are no materially significant related party transactions made by theCompany with promoters directors key managerial personnel or related parties which mayhave a potential conflict with the interest of the Company at large.

28. CHANGES IN NATURE OF BUSINESS:

The Company has been engaged in the business of mining of captive ironore and manufacturing the Iron Ore Pellets

Sponge Iron Steel Billets Wire Rods HB Wires with generation ofPower for captive consumption. The Company is also engaged in generation & sale ofSolar Power under long term PPA through subsidiary Company. There is no change in thenature of business of the Company during the year under review.

29. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNELS:

During the period under review Shri B.L. Agrawal has been re-appointedas Managing Director of the company for a further period of 5 years with effect from12.08.2020 and Shri Prakhar Agrawal has been appointed as Additional Director and Wholetime Director on the Board of the company with effect from 11.08.2020. No other Directorsand Key Managerial Personnel were appointed or re-appointed in the Company.

In accordance with the provisions of Section 152(6) (c) of theCompanies Act 2013 and the Company's Articles of Association Mr. Dinesh Gandhi and Mr.Vinod Pillai Directors of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers themselves for reappointment.

30. CHANGES IN STATUS OF SUBSIDIARY JOINT VENTURES AND ASSOCIATECOMPANIES:

There were no changes in the status of Subsidiaries/ Associates of theCompany.

Your Company has also not entered into any new Joint Venture norterminated any existing Joint Venture during the year under review.

31. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND JOINT VENTURECOMPANIES:

Ardent Steel Limited (ASL):

During the year ASL produced 687360 MTs of iron ore pellets & sold742232 MTs of pellets in the market. The Company achieved gross sales of H417.05 croresEBIDTA of H101.26 Crores & PAT of H52.68 crores during year as compared to gross salesof H353.98 crores EBIDTA of H91.52 Crores & PAT of H44.09 crores during the previousyear. The outstanding debt of the Company at the end of the year stood at H76.52 crore asagainst H113.60 crore outstanding as on 31st March 2019 which is a reduction of H37.08crore from last year.

Godawari Green Energy Limited (GGEL)

During the year the GGEL generated 90.98 million units in FY20 ascompared to 84.91 million units generation in FY19 registering a growth of 7.15%. Thegeneration was better on account of better DNI during the year. The net revenue EBIDTA& Loss for the period of the Company stood at H100.25 crore H74.54 crore & H0.21crore respectively during the year as compared to H92.84 crore H81.11 crore & H1.03crore respectively during previous year. The outstanding debt of the Company at the end ofthe year stood at H422.35 crore which is a reduction of H35.54 crore from last year debtof H457.89 crore.

The performance and financial position of the Company's subsidiariesnamely Ardent Steel Limited; Godawari Green Energy Limited and Godawari Energy LimitedAssociate Companies namely Jagdamba Power & Alloys Limited; Hira Ferro Alloys Limitedfor the Financial Year 2019-20 are given in ANNEXURE 07.

The results of Associate Company viz. Chhattisgarh Ispat Bhumi Limitedand Joint Venture Companies namely Raipur Infrastructure Company Limited and ChhattisgarhCaptive Coal Mining Limited were not audited at the time of finalization of the FinancialStatements of the Company and the results of Hira Energy Limited Step down Subsidiaryare not given since they have insignificant impact on the overall consolidated position ofthe Company.

However Godawari Energy Limited and Chhattisgarh Captive Coal MiningLimited have not yet commenced their commercial operations and their projects have beenabandoned.

32. DEPOSITS:

The Company has not accepted any deposit from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance ofDeposits) Rules 2014.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations.

34. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal & financial controlswith reference to financial statements. During the year such controls were tested and noreportable material weakness in the design or operations were observed.

35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an internal control system commensurate with the sizeand scale and complexity of its operations. The scope and authority of Internal Auditfunctions have been defined in the Internal Audit scope of work to maintain itsobjectivity and independence the Internal Audit functions reports to the Chairman of theAudit Committee of the Board.

The Internal Audit department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemaccounting procedures and policies of the Company and its subsidiaries. Based on thereport of the Internal Auditors process owners undertake corrective actions in theirrespective areas and thereby strengthen the control. Significant Audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

36. MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records of the Company asspecified under Section 148 (1) of the Companies Act 2013. Accordingly the Company hasproperly maintained cost records and accounts.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the Work Place (PreventionProhibition and Redressal) Act 2013. Internal Complaints Committee (ICC) has been set upto redress complaints received regarding sexual harassment. All employees (PermanentContractual Temporary Training) are covered under this Policy. However no complaintshave been received during the year 2019-20.

38. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors have established 'Whistle Blower Policy' and'Code of Conduct' for the directors & employees of the Company as required under theprovisions of Sec.

177 of the Companies Act 2013 read with Rule 7 of the Companies(Meeting of Board and its powers) Rules 2014 and Regulation 22 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

The said policy has been properly communicated to all the directors andemployees of the Company through the respective departmental heads and the new employeesare being informed about the Vigil Policy by the Personnel Department at the time of theirjoining.

39. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is given in ANNEXURE 08. The Statement showing thenames and other particulars of the employees of the Company as required under Rule 5 (2&3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot required to be furnished since none of the employees of the Company has receivedremuneration in excess of the remuneration mentioned in the above mentioned Rule 5 (2)during the Financial Year 2019-20 except Mr. B.L Agrawal (Managing Director) Mr. AbhishekAgrawal (Executive Director) and Mr. Dinesh Agrawal (Executive Director) whose details aregiven below:

Particulars

Details

Name Mr. Bajrang Lal Agrawal Mr. Abhishek Agrawal Mr. Dinesh Agrawal
Designation Managing Director Whole Time Director Whole Time Director
Remuneration Paid H2.40 Crore per annum H1.96 Crore per annum H1.80 Crore per annum
Nature of employment Whether contractual or otherwise Permanent Permanent Permanent
Qualifications and Experience of the employee B.E (Electrical) and has a experience of more than 40 years in cement steel power and mining sectors. B.E. (Electronics) & Masters degree in International Business from University of Leeds and has experience of more than 8 years. Electronic Engineer and experience in business for over 15 years.
Date of commencement of employment 17.08.2002 09.11.2011 21.09.1999
The age of such employee 66 36 49
The last employment held by such employee before joining the Company N.A. N.A. N.A.
The percentage of equity shares held by the employee in the Company within the meaning of clause (iii) of sub rule (2) above Individually Holding: 4.91% Spouse Holding: 4.33% Total holding along with spouse: 9.24% Individually Holding: 0.24% Individually Holding: 5.24%
Whether any such employee is a relative of any director or manager of the Company and if so name of such director or manager Shri Abhishek Agrawal and Shri Siddharth Agrawal Shri Bajrang Lal Agrawal and Shri Siddharth Agrawal None

40. CORPORATE GOVERNANCE REPORT:

Pursuant to provisions of Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section on corporategovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance and a certificate of non-disqualification ofdirectors from Practicing Company Secretary forming an integral part of this Report isgiven as ANNEXURE 09.

41. BUSINESS RESPONSIBILITY REPORT:

The 'Business Responsibility Report' (BRR) of your Company for the year2019-20 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is given as ANNEXURE10. Your Company strongly believes that sustainable and inclusive growth is possible byusing the levers of environmental and social responsibility while setting targets andimproving economic performance to ensure business continuity and rapid growth.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to provisions of Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate managementdiscussion and analysis report which forms an integral part of this Report is given asANNEXURE 11.

43. ACKNOWLEGEMENTS:

The Board expresses its sincere gratitude to the shareholdersbankers/lenders Investors vendors State and Central Government authorities and thevalued customers for their continued support. The Board also wholeheartedly acknowledgesand appreciates the dedicated efforts and commitment of all employees of the Company.

For and on behalf of Board of Directors
Place: Raipur B.L. Agrawal Abhishek Agrawal
Date: 11.08.2020 Managing Director Executive Director

?

FOR THE FINANCIAL YEAR 2019-20

To

The Members

Your directors' take pleasure in presenting the 27th Annual Report on thebusiness and operations of the Company together with the Audited financial Statements ofthe Company for the financial year ended 31st March 2020.

Financial Highlights

During the year under review performance of your company as under:

( Rs in Lakhs)

Particulars Year ended 31st March 2020 Year ended 31st March 2019
Revenue from Operation 83.88 20.89
Other Income 0.01 0.30
Profit/(Loss) before taxation (149.76) (13.61)
Less: Tax Expense (Current & Deferred) 0.12 0.30
Profit/(Loss) after tax (149.88) (13.91)
Add: Balance B/F from the previous year (24.84) (10.93)
Less: Transfer to Reserve Fund (U/s 45IC of RBI Act) 0.00 0.00
Balance Profit / (Loss) C/F to the next year (25.96) (24.84)

State of Company's Affairs and Future Outlook

Your Company has been mainly into loan and investment activities. There has been nochange in the business activities of the Company during the financial year ended 31stMarch 2020.

Tire Company achieved revenue from operation of Rs 83.88 Lakhs compared to Rs 20.89Lakhs during previous year. Your company incurred net losses to the tune of Rs 49.88 Lakhsas compared to last year's net loss of Rs 13.91 Lakhs.

The outbreak of COVID-19 pandemic across the globe and in India has contributed to asignificant decline and volatility in the global financial markets and slowdown in theeconomic activities. The novel corona virus (COVID-19) pandemic continues to spreadrapidly across the globe including India. COVID -19 has taken its toll on not just humanlife but business and financial markets too. Various governments have introduced varietyof measures to contain the spread of the virus. The Indian Government had announcedcountrywide lockdown. The management has assessed the potential impact of the COVID-19 onthe Company. Based on the current assessment the Management is of the view that impact ofCOVID-19 on the operations of the Company will depend on future developments which arehighly uncertain. The Company will continue to closely monitor any material changes to thefuture economic condition which will be given effect to in the respective future period.

Change in nature of business

The Company continues to operate only in one segment .i.e. Non-Banking FinancialActivities and there is no such change in nature of business of the Company. As you knowThe Reserve Bank of India has cancelled the Certificate of Registration (NBFC) granted tothe Company vide its order dated 5thOctober 2018 against which the Companypreferred an appeal before the Appellate Authority Ministry of Finance Government ofIndia. The Appellate Authority vide its order dated 18th May 2020 has directedRBI to review its order.

Dividend

Due to loss incurred by the company no dividend is being declared for the financialyear under review.

Transfer to Reserves

The Board of Directors of your Company has decided not to transfer any amount to theReserves for the financial year under review.

Change in Share Capital

Tire Issued and Subscribed Share Capital of your Company stands at Rs 150500000/-consisting of 3050000 Equity shares of Rs 10/- each and 1200000 5% Non-CunrulativeNon-Convertible Redeemable Preference Shares (NCNCRPS) of Rs 100/- each and as on 31stMarch 2020 the Paid up share capital of the company stands at Rs 148035120/-consisting of 2720300 Equity shares as fully paid up and 329700 equity shares aspartly paid up and 1200000 5% Non-Cumulative Non-Convertible Redeemable PreferenceShares (NCNCRPS) of Rs 100/- each as fully paid up.

During the financial year the Company issued and allotted 400000 5% Non-CumulativeNon-Convertible Redeemable Preference Shares (NCNCRPS) of face value of Rs 100/- eachfully paid up for cash at par aggregating Rs 40000000/- on preferential basis to M/s.Mathew Easow Research Securities Ltd.

Extract of Annual Return

Pursuant to the provisions of Section 92 (3) and 134 (3) read with Rule 12 of theCompanies (Management and Administration) Rules 2014 an extract of annual return inprescribed form MGT -9 is appended as Annexure I and forming part of this Report.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Dilip Kumar Choudhary (DIN- 00080390)director of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment.

On 16th March 2020 the Board appointed Mr. Nirmal (DIN -08719398) as anAdditional Director of the company in the non-executive independent Category. He has beenalso inducted as a member of Audit Committee and Nomination and Remuneration Committee.Pursuant to Section 161 of the Companies Act 2013 he holds office upto the date of theensuing AGM. The Company has received notice in writing under the provision of Section 160of Companies Act 2013 proposing the candidature of Mr. Nirmal for the office of directorin Independent category for a term of consecutive 5 years from 16.03.2020 to 15.03.2025.The resolution for his appointment as Independent Director has been included in the noticeconvening the ensuing Annual General Meeting.

On 3rd January 2020 the Board appointed Ms. Ayeshi Chanak (DIN- 08656156)as an Additional Director of the company in the non-executive Category. Pursuant toSection 161 of the Companies Act 2013 she holds office upto the date of the ensuing AGM.The Company has received notice in writing under the provision of Section 160 of CompaniesAct 2013 proposing the candidature of Ms. Ayeshi Chanak for the office of director innon-executive category. The resolution for her appointment as Non-executive director hasbeen included in the notice convening the ensuing Annual General Meeting.

Mr. Ram Kumar Dalmia was appointed as a whole time director of the company with effectfrom 27th May 2019. He ceased to be the director of the Company with theeffect from 20th February 2020 due to his sudden demise. The Board placed onrecord its sincere appreciation for the valuable contribution and guidance rendered by himduring his tenure with the Company.

The management of the Company is in the process of filling vacancy of the post of KeyManagerial Personnel (KMP) i.e. Chief Executive Officer/ Whole-time Director/ManagingDirector.

Mr. Ashish Kumar Panda has been appointed as the Chief Financial Officer (CFO) of theCompany with effect from 27th May 2019.

Ms. Renu Jain and Mr. Pradeep Kumar Drolia resigned from the directorship of theCompany with effect from 20th July 2019 and 13th December 2019respectively.

Declaration of Independent Directors

All the Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

Details of Board Meetings

During the Financial Year ended 31st March 2020 9 (Nine) Board Meetingswere held respectively on 10th April 2019 27th May 2019 10thAugust 2019 2nd September 2019 13th September 2019 13thDecember 2019 3rd January 2020 14th February 2020 and 16thMarch 2020.

Attendance of the Directors in the Board Meetings:-

Name Number of Meeting during the Financial Year 2019-20
Held Attended
Mr. Himangshu Mondal 9 9
Mr. Dilip Kumar Choudhary 9 9
Mr. Ram Kumar Dalmia 9 7
Mr. Pradeep Kumar Drolia 9 5
Ms. Renu Jain 9 2
*Ms. Ayeshi Chanak 9 2
*Mr. Nirmal 9 1

*Ms. Ayeshi Chanak has been appointed as an Additional Woman Director (Non-Executive)of the Company on 3rd January 2020 and Mr. Nirmal has been appointed as NonExecutive Independent Director of the company on 16th March 2020 subject toapproval of Shareholder at the ensuing Annual General Meeting.

The intervening gap between the meetings was within the period prescribed under Section173(1) of the Companies Act 2013.

During the financial year ended 31st March 2020 two meeting of theIndependent Directors was held on 10th April 2019 and 16th March2020 to discuss the followings:

• Evaluation of the performance of the Non Executive Directors and Board ofDirectors as a whole;

• Evaluation of the performance of the Chairman of the Company; taking intoaccount views of the Executive and Non executive Directors;

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

Committees of the Board

AUDIT COMMITTEE

The Audit Committee comprises of 3 directors out of which are two are independent.During the financial year ended on 31st March 2020 the Audit Committee met 5times to deliberate on various matters on 27th May 2019 10thAugust 2019 13th September 2019 13th December 2019 and 14thFebruary 2020. The Composition of the Audit Committee and the attendance of each memberat these meetings are as follows:-

Name Position Held Number of Meeting during the Financial Year 2019-20
Held Attended
Mr. Himangshu Mondal Chairperson 5 5
Mr. Nirmal* Member 5 -
Mr. Dilip Kumar Choudhary Member 5 5
Mr. Pradeep Kumar Drolia* Member 5 4

*Mr. Nirmal was appointed as a member of the Committee with effect from 16thMarch 2020. Mr. Pradeep Kumar Drolia ceased to be a member of the Committee with effectfrom 13th December 2019.

The Audit Committee was reconstituted on 16th March 2020 with the inductionof Mr. Nirmal as a member of Audit Committee with effect from 16th March 2020.

INVITEES: The Statutory Auditors of the Company are permanent invitees to the meeting.

The Chairman of the Audit Committee attended the Annual General Meeting of the Companyheld on 26th September 2019 and he ensured that necessary clarifications andexplanations were provided to the Members of the Company on issues regarding accounts andfinance.

The Quarterly Un-audited Financial Results as well as the Annual Financial Statementsare reviewed and examined by the members of the Audit Committee before recommendation ofthe same to the Board of Directors of the Company for their perusal and approval. TheAudit Committee ensures an effective internal control system.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted to (a) formulate from time totime process for selection and appointment of new Directors and succession plans and (b)recommend to the Board from time to time a compensation structure for Directors and otherKMPs. The Committee consists of 2 (Two) Non-Executive Independent Directors and 1 (One)Non-Executive Non-Independent Director. During the financial year 2019-20 the members ofthe Nomination & Remuneration Committee met on 27th May 2019 and 16thMarch 2020.

The Composition and attendance of Nomination and Remuneration Committee is given below:

Name Position Held Number of Meeting during the Financial Year 2019-20
Held Attended
Mr. Himangshu Mondal Chairperson 2 3
Mr. Nirmal* Member 2 -
Mr. Dilip Kumar Choudhary Member 2 2
Mr. Pradip Kumar Drolia* Memner 2 1

*Mr. Nirmal was appointed as a member of the Committee with effect from 16thMarch 2020. Mr. Pradeep Kumar Drolia ceased to be a member of the Committee with effectfrom 13th December 2019.

The Nomination and Remuneration Committee was reconstituted on 16th March2020 with the induction of Mr. Nirmal as a member of Nomination and Remuneration Committeewith effect from 16th March 2020.

The Chairman of the Nomination & Remuneration Committee attended the Annual GeneralMeeting of the Company held on 26th September 2019.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b) the directors had 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 2020 and ofthe loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively; and

f) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

Particulars of Contracts or Arrangements Made With Related Parties

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

Material Changes Affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year to which this financialstatement relates and the date of this report.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The provision of Section 134(3) (m) of the Companies Act 2013 and the rules madethere under relating to conservation of energy technology absorption do not apply to theCompany as its activities are not relevant for the same.

There was no foreign exchange earnings and outgo during the financial year underreview.

Details of Subsidiary Joint Venture or Associates

The Company does not have any Subsidiary Joint Venture or Associates Company.

Risk Management Policy

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. Considering the volume size and business of the company no major riskshave been identified by the Company. However measures have been formulated in the areassuch as business financial human and statutory compliances. The Company's Internalcontrol systems are commensurate with the nature of its and the size and complexity of itsoperation.

Prevention of Insider Trading

The Company adopted a Code of Conduct as per the Guidelines issued by the Securitiesand Exchange Board of India as amended from time to time for prevention of Insider Tradingwhich is applicable to the members of the Board and all employees in the course ofday-to-day business operations of the Company. The code of conduct framed by the Companyhas helped in ensuring compliance with the requirements.

Statutory Disclosures

None of the Directors of the Company are disqualified as per the provision of Section164 of the Companies Act 2013. All the Directors have made the necessary disclosures asrequired by the various provisions of the Act.

Adequacy of Internal Financial Control with Reference to the Financial Statements

The Company has an internal control system commensurate with the size scale &complexities of its operations. Internal Control measures and systems are established toensure the correctness of the transactions and safe guarding of the assets. The Managementensures adherence to all internal control policies and procedures as well as compliancewith regulatory guidelines. The audit committee of the Board of Directors reviews theadequacy of internal controls. This has improved the management of the affairs of theCompany and strengthened transparency and accountability. During the year under review noreportable material weakness in the design or operation were observed.

Deposits

The Company has neither invited nor accepted any deposits from the public within themeaning of Section 73 of the Companies Act 2013 during the financial year under review.

Corporate Social Responsibility (CSR) Policy

Considering the turnover/ net worth / net profit the provision of Section 135 of theCompanies Act 2013 relating to Corporate Social Responsibility are not applicable to theCompany.

Particulars of Employees and KMP

During the financial year under review the Key Managerial Personnel of the Company asper the provisions of the Companies Act 2013 are Mr. Ashish Kumar Panda as the ChiefFinancial Officer Mr. Ram Kumar Dalmia as Whole time director and Ms. Pritha Sinha Pandeyas the Company Secretary and Compliance officer of the Company. Mr. Ram Kumar Dalmiaceased to be the director of the Company with effect from 20th February 2020due to his sudden demise. Your Company is in the process to fill up the vacancy for thepost of Whole time Director.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given below:

(i) The ratio of the remuneration of each director/KMP to the median employee'sremuneration for the financial year as prescribed is as given below:

Name of KMP Remuneration of KMP for FY 2019-20 ( Rs ) Previous Year Remuneration (27th Sept. 201831st Mar. 2019) ( Rs ) % Increase Ratio of Remuneration of each director / to median remuneration of employees
1. Pritha Sinha Pandey (Company Secretary) 552000/- 205000/- 12% 0.00
2. Mr. Ashish Kumar Panda* (Chief financial officer) 221000/- N.A.
3. Ram Kumar Dalmia (Whole time Director)

* Mr. Ashish Kumar Panda appointed with effect from 27th May 2019.

Note: None of the directors received any remuneration during the financial year ended31st March 2020.

(ii) Percentage increase in the median remuneration director CEO and CFO during thefinancial year:

N.A.

(iii) Percentage increase in the median remuneration Company Secretary is : N.A.

(iv) Percentage increase in median remuneration of employees in the financial year:N.A.

(v) The number of permanent employees on the rolls of the company as on 31stMarch 2020: 1

(vi) Average percentage increase made in the salaries of employees other than KMP inthe financial year - N.A.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy forDirectors KMP and other employees.

There were no person employed by the Company during the Financial Year 2019-20 whodraws remuneration as prescribed under Rule 5(2) of Companies (Appointment andRemuneration) Rules 2014 hence details with respect to the same is not required to begiven.

Details of Significant and Material Orders Passed by the Regulators Courts andTribunals

The Reserve Bank of India has cancelled the Certificate of Registration (NBFC) grantedto the Company vide its order dated 5th October 2018 against which the Companyhas preferred an appeal on 26th November 2018 before the Appellate AuthorityMinistry of Finance Government of India.

The Appellate Authority vide its order dated 18/05/2020 has directed RBI to review itsorder.

Except the above there has been no significant and material orders have been passed bythe regulators courts tribunals impacting the going concern status and Company'soperations in future.

Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by Institute of CompanySecretaries of India (ICSI) as and when it was applicable.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

In order to prevent sexual harassment of women at workplace your company has adopted aPolicy for prevention of sexual harassment of women at workplace and no such complaintshave been reported during the financial year under review.

Statutory Auditors & Their Report

At the 23rd Annual General Meeting held on 29th September 2016 M/ s. Bhandari B. C& Co. Chartered Accountants has been appointed as the Statutory Auditors of theCompany to hold office till the conclusion of the 28thAnnual General Meetingsubject to ratification of their appointment by the members every year. Members may notethat the first provision to Section 139 of the Act which required ratification of theappointment statutory auditors by the members at every Annual General Meeting has beenomitted by the Companies Amendment Act 2017. Accordingly matter for ratification has notbeen placed at the ensuing Annual General Meeting.

With regard to qualified opinion as specified in the Auditors' Report in the financialstatement the board of directors opined that the Company had taken advances amounting toRs 2000.00 Lakhs from Ganak Conglomerate Private Limited a real estate company. The netamount outstanding was Rs 2005.89 Lakhs as on 31.03.2019 which is agreed to be satisfiedwith the sale / transfer of its investment in an real estate company being 20195000equity shares of Entity Realtors Pvt. Ltd.

Except the above there are no qualifications reservations or adverse remarks ordisclaimers made by the Statutory Auditors in their audit report for the financial year2019-20. The notes on Financial statements referred to in the Auditors' Report are self-explanatory and hence do not require any further explanation.

The Statutory Auditors have not reported any incident of fraud of the Company duringthe financial year 2019-20.

Secretarial Audit Report

The Board has appointed Mr. Jagannath Kar Practising Company Secretary (ACS-20600)to carry out the Secretarial Audit pursuant to the provision of Section 204 of theCompanies Act 2013 read with The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the Financial Year 2019-20. The Secretarial Audit Report forthe Financial Year ended 31st March 2020 annexed as Annexure - II and formingpart of this report.

Secretarial Auditor's observations if any in his report have been suitably explainedby way of appropriate notes to accounts and/or in the Board's Report wherever it wasconsidered necessary.

Maintain of Cost Records

The Company is not required to maintain cost records as prescribed by the CentralGovernment under sub- section (1) of section 148 of the Companies Act 2013.

Corporate Governance

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 report on Corporate Governance is not applicable to the Company for thefinancial year 2019-20 since the Net Worth is below ^ 25.00 Crores and the Paid up equityshare Capital of the Company is less than Rs 10.00 Crores.

Annual Evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of 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 itsperformance

The evaluation will involve self evaluation by the Board member and subsequentlyassessed by the Board based on the above criteria. A member of the Board will notparticipate in the discussion of his / her evaluation.

Particulars of Loans Guarantees or Investments under Section 186

As the Company is a Non- Banking Finance Company being engaged in the business offinancing of Companies provisions of section 186 of the Act is not applicable to theCompany.

However the particulars of Loans Guarantees and Investments made under Section 186 ofthe Companies Act 2013 during the financial year 2019-20 are provided in the notes tothe financial statements.

Vigil Mechanism:

In pursuant to Section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanismfor directors and employees to report genuine concern has been established.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(3) read with Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in a separatesection forming part of the Annual Report.

Listing

The fully paid up Equity Shares of the Company are listed on the Metropolitan StockExchange of India Limited (MSEI).

General Shareholder Information Ensuing Annual General Meeting Details

Day Date & Time Tuesday 29th September 2020 at 1.00 P.M.
Venue 1/1A Biplabi Anukul Chandra Street 5th Floor Room No. 5G Kolkata - 700 072
Date of Book Closure 23rd September 2020 to 29th September 2020 (both days inclusive)
Listed on Metropolitan Stock Exchange of India (MSEI)
Scrip Code MSEI - JFL
ISIN No INE517E01017
E-mail id of Investors fin.jrd@gmail.com
Grievances Website www.jrdfinance.com
Registrar & Share Transfer Agent S.K. Infosolutions Pvt. Ltd. 34/1A Sudhir Chatterjee Street Kolkata - 700 006

Acknowledgment

Your Directors place on record their sincere thanks to bankers business associatesconsultants employees and various Government Authorities for their continued supportextended to your Company's activities during the year under review. Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed on yourCompany.

For and on behalf of the Board of Directors
J R D FINANCE LIMITED
Place: Kolkata Himangshu Mondal Dilip Kumar Choudhary
Date: 25th August 2020 Director (DIN- 06984911) Director (DIN-0080390)

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Dear Shareowners

Your Directors present the 16th Annual Report and the audited financialstatements for the financial year ended March 31 2020.

Pursuant to an application filed by Ericsson India Pvt. Ltd before the Hon'ble NationalCompany Law Tribunal Mumbai Bench ("NCLT") in terms of Section 9 of theInsolvency and Bankruptcy Code 2016 read with the rules and regulations framed thereunder("Code") the NCLT had admitted the application and ordered the commencement ofcorporate insolvency resolution process ("CIR process") of the RelianceCommunication Limited ("Company"/ Corporate Debtor) vide its order dated May 152018 ("Admission Order"). The NCLT had pursuant to the Admission Orderappointed an interim resolution professional (IRP) for the Corporate Debtor vide its orderdated May 18 2018. In terms of the Admission Order inter alia the management of theaffairs of the Corporate Debtor was vested with the IRP.

Subsequently the Hon'ble National Company Law Appellate Tribunal ("NCLAT")while adjudicating upon an appeal preferred against the admission of the insolvencyapplication against the Corporate Debtor vide its order dated May 30 2018 interalia stayed the Admission Order and allowed the management of the Corporate Debtor tofunction ("Stay Order"). On April 30 2019 the NCLAT upon allowing thedirector and shareholder of the Corporate Debtor to withdraw its aforesaid appeal vacatedall interim orders including the Stay Order.

Thereafter the Committee of Creditors (CoC) of the Corporate Debtor resolved with therequisite voting share to replace the IRP with the undersigned as the resolutionprofessional for the Corporate Debtor ("RP" or "ResolutionProfessional"). Subsequently the Hon'ble NCLT has appointed Mr. Anish NiranjanNanavaty as the RP for the Corporate Debtor vide its order dated June 21 2019 which waspublished on June 28 201 9.

In accordance with the provisions of the Code various resolution plans in respect ofthe Company were received by the RP The CoC of the Company in their meeting held on March02 2020 had approved a resolution plan submitted by UV Asset Reconstruction CompanyLimited ("Resolution Plan") which was subsequently submitted to the NCLT onMarch 6 2020 in accordance with Section 30(6) of the Code. The same is sub-judice withthe NCLT.

Financial performance and state of the Company's affairs

The standalone financial performance of the Company for the year ended March 31 2020is summarised below:

Particulars

Financial Year ended March 31 2020

* Financial Year ended March 31 2019

Rs in crore US$ in million** Rs in crore US$ in million**
Total income 818 109 1465 212
Gross profit /(Loss) before depreciation Amortisation and exceptional items (1429) (190) (30) (4)
Less:
Depreciation and amortization 183 24 277 40
Profit/ (Loss) before Exceptional items and Tax (1612) (214) (307) (44)
Exceptional items:
(Loss) / Profit on Fair Value of Investments (15251) (2025) 8964 1296
Profit/ (Loss) before Tax (16863) (2239) 8657 1252
Current tax / Excess provision for Tax of earlier years - - -
Deferred Tax charge/ (credit) - 3558 515
Profit / (Loss) after tax (16863) (2239) 5099 737
Profit / (Loss) after tax from Discontinued Operations (28475) (3780) (2252) (325)
Other Comprehensive Income
Re-measurement Gain/ (Loss) of defined benefit plans (45333) (6018) 2847 412
(Net of tax) 5 1 - -
Total Comprehensive Income (45333) (6018) 2847 412
Add : Balance brought forward from previous year (14183) (1883) (17030) (2463)
Profit available for appropriation - -
Balance carried to Balance Sheet (59516) (7901) (14183) (2051)

‘Figures of previous year have been regrouped and reclassified wherever required.

** Exchange Rate Rs 75.3245 = US$ 1 as on March 31 2020 (' 69.155 = US$ 1 as on March31 2019).

Financial Performance

During the year under review your Company has earned from Continuing Operations incomeof Rs 818 crore against Rs 1465 crore in the previous year. The Company has incurred anoperational loss of Rs 30087 crore (including loss from discontinuation of wirelessbusiness of Rs 28475 crore) and including provision for diminution in the value ofInvestment there is a Loss of Rs 45333 crore for the year as compared to profit of Rs2847 crore in the previous year. The performance and financial position of the subsidiarycompanies and associate companies are included in the consolidated financial statement ofthe Company and presented in the Management Discussion and Analysis Report forming part ofthis Annual Report.

The outbreak of COVID-19 pandemic has significantly impacted businesses around theworld. The Government of India ordered a nationwide lockdown initially for 21 days whichwas extended thereafter. Presently the lockdown in Maharashtra is valid till July 312020. This has resulted in significant reduction in economic activities all over India.

However Telecommunication services being essential services are allowed to continueoperation during the period of lockdown. The Company has continued to provide services toits Enterprise customers without any interruptions and honour commitments despite facingall odds during lockdown. The extent to which the COVID-19 pandemic will impact theCompany's future financial results will depend on upcoming developments which are highlyuncertain including among other things any new information concerning the severity ofthe COVID-19 pandemic and the action to mitigate its spread as advised by localauthorities.

Dividend

During the year under review since the Company is under CIR Process and due to currentyear losses no dividend on the equity shares of the Company has been recommended.

Business Operations

The Company provides telecom services to the business and government segments. Theseinclude a comprehensive portfolio spanning Network Connectivity Cloud Networking DataCenter Services Enterprise Voice Cloud Telephony Access Number Services CollaborationServices Wholesale Voice & Value Added Service (VAS). The Company serves nearly40000 businesses of all sizes-from multinational conglomerates to SMEs-belonging toalmost every vertical: BFSI Manufacturing Logistics Healthcare IT & ITeS OTT andNew Media to name just a few.

With nine world-class data centers spread across key business markets in India (MumbaiBengaluru Chennai & Hyderabad) we are a leading provider of data center services inthe region to hundreds of enterprise customers including many of India's marquee brandsin the BFSI FMCG new media and e-commerce industry segments. These services coverColocation Shared IT Infrastructure and IT Managed Services.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(2) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") is presentedin a separate section forming part of this Annual Report.

Issue and Redemption of Non-Convertible Debentures

The Company has not carried out any fresh issue of Non Convertible Debentures (NCDs) inthe current financial year.

NCDs issued during the earlier years matured for final redemption during the financialyear 2018-19 but remains unpaid in view of the ongoing CIR Process.

Deposits

The Company has never accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 ("the Act") and the Companies (Acceptanceof Deposits) Rules 2014. There are no unclaimed deposits unclaimed/ unpaid interestrefunds due to the deposit holders or to be deposited with the Investor Education andProtection Fund as on March 31 2020.

Particulars of Loans Guarantees or Investments

The Company has complied with provisions of Section 186 of the Act to the extentapplicable with respect to Loans Guarantees or Investments during the year.

Pursuant to the provisions of Section 186 of the Act the details of the Investmentsmade by the Company are provided in the standalone financial statement under Notes No.2.03 and 2.08.

Subsidiary and Associate Companies

During year under review GCX Limited an overseas step-down subsidiary of the Companydefaulted in payment to 7% Senior Secondary Notes (Notes) amounting to USD 350 millionfallen due for repayment on August 01 2019 and consequently on 15thSeptember 2019 GCX Limited and its subsidiaries/ affiliates had initiated a voluntaryapplication under Chapter 11 of the United States Bankruptcy Code to effectuate aprepackaged plan of reorganization in the District of Delaware court. More than 75% ofBond holders have committed their support for the said plan. Based on the above Controlby the Company over GCX Limited and its subsidiaries has ceased to exist upon initiationof the voluntary application under Chapter 11 of the United States Bankruptcy Code andaccordingly the said Companies were deconsolidated with effect from July 01 2019 for thepurpose of and as per the requirements of Ind AS 110 "Consolidated FinancialStatement". Investment in the deconsolidated subsidiaries has been accounted at fairvalue as per Ind AS 1 09 "Financial Instruments". In addition pursuant to theorder of the District of Delaware court dated December 4 2019 the holder of Notes havebecome entitled to be the owners of GCX Limited in terms of the plan as approved underChapter 11 of the United States Bankruptcy Code on the effective date upon implementationof the approved plan. The plan has been approved by the District of Delaware court onDecember 4 2019 and the plan is pending for implementation.

Pursuant to an application filed by Ericsson India Pvt. Ltd before the Hon'ble NCLT interms of Section 9 of the Code the NCLT had admitted the application and ordered thecommencement of CIR process of the Reliance Infratel Limited and Reliance Telecom Limitedsubsidiary companies vide its order dated May 15 2018. Mr. Anish Niranjan Nanavaty hasbeen appointed as the resolution professional of Reliance Infratel Limited and RelianceTelecom Limited.

Further pursuant to an application filed by State Bank of India under Section 7 of theCode the Hon'ble NCLT vide order dated September 25 2019 ordered the commencement ofCIR process in terms of the Code in respect of Reliance Communications InfrastructureLimited a wholly owned subsidiary of the Company and has appointed Mr. Anish NiranjanNanavaty as the resolution professional of Reliance Communications Infrastructure Limited.

The summary of the performance and financial position of the each of the subsidiary andassociate companies are presented in Form AOC - 1 and in Management Discussion andAnalysis Report forming part of this Annual Report. Also a report on the performance andfinancial position of each of the subsidiary companies and associate companies as per theAct is provided in the consolidated financial statement. Also a report on the performanceand financial positing of each of the subsidiaries associates as per the Act is providedin the consolidated financial statement.

The Policy for determining material subsidiary companies can be accessed on theCompany's website at the link http://www.rcom.co.in/Rcom/about-us/investor-relations/corporate- governance.html.

Standalone and Consolidated Financial Statements

The Audited financial statements of the Company are drawn up both on standalone andconsolidated basis for the financial year ended March 31 2020 in accordance with therequirements of the Companies (Indian Accounting Standard) Rules 2015 (Ind AS) notifiedunder Section 133 of the Act read with relevant rules and other accounting principles.The Consolidated Financial Statement has been prepared in accordance with Ind-AS andrelevant provisions of the Act based on the financial statements received fromsubsidiaries associates as approved by their respective Board of Directors.

As Reliance Infratel Limited Reliance Telecom Limited and Reliance CommunicationsInfrastructure Limited subsidiaries of the Company are under CIR Process financialresults of these companies are approved and received from these companies and accordinglythe Consolidated Financial Statements are prepared.

Directors

During the year under review Prof. J. Ramachandran Shri R N Bhardwaj Shri DeepakShourie and Shri A K Purwar completed their term as Independent Directors of the Companyand ceased to be Directors of the Company w.e.f. 16th September 2019.

Further during the year Shri Anil D Ambani Smt. Chhaya Virani and Smt. ManjariKacker have resigned with effect from 15th November 2019; Smt. Ryna Karani hasresigned with effect from 14th November 2019 and Shri Suresh Rangachar hasresigned with effect from 1 3th November 201 9 as Directors of the Company.Certain directors being Shri Anil D Ambani Shri Suresh Rangachar and Smt. Manjari Kackerhave also filed their respective DIR-11 forms with the Registrar of Companies. Theaforementioned resignations were put up to the CoC of the Company for their considerationin accordance with Section 28(1)(j) of the Code. However CoC of the Company at itsmeeting held on November 20 2019 considered the resignations tendered by the abovedirectors and expressed a unanimous view that the resignations cannot be accepted andinstructed the Resolution Professional to convey to the directors to continue with theirduties and responsibilities as directors and provide all cooperation in the corporateinsolvency resolution process at least until the completion of the insolvency resolutionprocess of the Company.

In light of the above it was duly communicated to the aforesaid directors of theCompany that their resignations have not been accepted and they are advised to continue toperform their duties and responsibilities as the directors of the Company and provide allcooperation to Resolution Professional in the CIR process.

Accordingly Shri Anil D Ambani Smt. Chhaya Virani Smt. Manjari Kacker Smt. RynaKarani and Shri Suresh Rangachar continues to be on the composition of the board ofdirectors and the respective committees of the Company.

Due to abovementioned events Company has not received necessary Annual disclosures asrequired under section 164(2) and Section 184(1) of the Companies Act 2013 from Shri AnilD Ambani Smt. Chhaya Virani Smt. Ryna Karani Smt. Manjari Kacker and Shri SureshRangachar Directors of the Company.

Shri Vishwanath Devaraja Rao was appointed as an Executive Director and Chief FinancialOfficer of the Company with effect from 19th November 2019 on account of thevacancy created by the resignation of Shri Manikantan V w.e.f. November 19 2019 as theDirector and Chief Financial Officer of the Company notice of which was received by theCompany on October 4 2019 and approved by the COC of the Company in its meeting held onNovember 13 2019 and passing of resolution through e-voting for which voting concludedon November 19 2019.

The Directors and Resolution Professional of the Company places on record their sincereappreciation for the valuable contribution made by Prof. J. Ramachandran Shri R NBhardwaj Shri Deepak Shourie Shri A K Purwar and Shri Manikantan V during their tenureas Directors of the Company.

In terms of the provisions of the Companies Act 2013 Shri Punit Garg Director of theCompany retires by rotation and being eligible offers himself for reappointment at theensuing AGM.

A brief profile of Shri Punit Garg along with requisite details as stipulated underRegulation 36(3) of the Listing Regulations are provided in this Annual Report.

The details of programme for familiarization of Independent Directors with the Companynature of the industry in which the Company operates and related matters are placed on thewebsite of the Company at the link http://www.rcom.co.in/Rcom/about-us/investor-relations/corporate-governance.html. In the opinion of the Boardthe Independent Directors possess the requisite expertise and experience and are thepersons of high integrity and repute. They fulfill the conditions specified in the Act andthe Rules made thereunder and are independent of the management.

Key Managerial Personnel

Shri Punit Garg ceased to be Executive Director of the Company w.e.f. 5thApril 2019 however he is continuing as a Non Executive Director of the Company.

Shri Rakesh Gupta has been appointed as the Company Secretary and Compliance Officer ofthe Company with effect from 20th July 2019 pursuant to the resignation ofShri Prakash Shenoy as the Company Secretary and Compliance officer of the Company witheffect from July 19 2019 which has been duly approved by the Committee of Creditors(CoC) of the Company in its meeting held on July 9 2019.

Shri Vishwanath Devaraja Rao has been appointed as the Executive Director and ChiefFinancial Officer of the Company with effect from November 19 2019 on account of thevacancy created by the resignation of Shri Manikantan V as the Director and ChiefFinancial Officer of the Company as approved by the CoC of the Company in its meeting heldon November 13 2019 and passing of resolution through e-voting which voting concludedon November 19 2019.

Except as mentioned above there was no change in the Key Managerial Personnel of theCompany.

Policy on appointment and remuneration for Directors Key Managerial Personnel andSenior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy forselection appointment and remuneration of Directors Key Managerial Personnel and SeniorManagement Employees. The Committee has formulated the criteria for determiningqualifications positive attributes and independence of a Director which has been put upon the Company's website at http://www.rcom.co.in/investorrelations and also is attachedas Annexure - A.

Currently as the Company is under CIR Process the approval of CoC is necessary forthe appointment and remuneration of Directors and Key Managerial personnel of the Company.

Directors' Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors'Responsibility Statement it is hereby confirmed that:

i In preparation of the annual accounts for the financial year ended March 31 2020the applicable Accounting Standards had been followed along with proper explanationrelating to material departures if any;

ii The Directors had 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 March 31 2020 and of the loss ofthe Company for the year ended on that date;

iii The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv The Directors had prepared the annual financial statements for the financial yearended March 31 2020 on a 'going concern' basis;

v The Directors had laid down internal financial controls to be followed by the Companyand such financial controls are adequate and are operating effectively and

vi The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

Note: Since the Company is under CIR Process management of the affairs of theCompany is vested with Resolution Professional all the above mentioned duties andresponsibility of Directors have been performed by directors under the direction of RP ofthe Company.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered into by the Company during thefinancial year under review with related parties were on an arm's length basis and in theordinary course of business. There were no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large.

During the year the Company has not entered in to any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval.Omnibus approval of the Audit Committee was obtained for the transactions which were of arepetitive nature. The transactions entered into pursuant to the omnibus approval sogranted were reviewed and statements giving details of all related party transactions wereplaced before the Audit Committee on a quarterly basis.

During the year under review as the Company is under CIR Process in terms of Section28(1 )(f) of the Code approval of the CoC was taken for related party transactions in CoCmeeting(s) held on October 3 2019 and November 25 2019 and February 24 2020.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at the link http://www.rcom.co.in/Rcom/about-us/investor-relations/corporate- governance.html. None of theDirectors has any pecuniary relationships or transactions vis-a-vis the Company.

There are no transactions entered by the Company with persons / entities as mentionedin Regulation 34 (3) and 53 (f) in Schedule V A 2A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

Material Changes and Commitments if any affecting the financial position of theCompany

Except as disclosed in this report there were no material changes and commitmentsaffecting the financial position of the Company which have occurred between the end of thefinancial year and the date of this report.

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe financial year ended March 31 2020 the Directors held 3 meetings and in addition toabove- mentioned Directors meetings on May 27 201 9 the Interim Resolution Professionalof the Company ("IRP") held a meeting with the management of the Company forconsidering and approving the audited financial results for the financial year ended March31 2020 in terms of Section 134 of the Companies Act 2013 and Regulation 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The additional details about aforesaid meetings are given in the Corporate GovernanceReport forming part of this report.

Audit Committee

The Audit Committee of the Directors consists of Independent Directors namely Smt.Manjari Kacker Chairperson Smt. Ryna

Karani Smt. Chhaya Virani and Non Independent Directors Shri Punit Garg ShriVishwanath Devaraja Rao as members.

During the year all the recommendations made by the Audit Committee were accepted bythe Directors and RP of the Company.

Auditors and Auditors' Report

At the 12th Annual General Meeting (AGM) held on September 27 201 6 M/s.Pathak H.D. & Associates Chartered Accountants were appointed as the statutoryauditors of the Company to hold office till the conclusion of the 17th AGM.Pursuant to the provisions of Section 139 of the Act and the Companies (Audit andAuditors) Rules 2014 M/s. Pathak H.D. & Associates Chartered Accountants theStatutory Auditors of the Company have been appointed as Auditors for a term of 5 years.The Company has received a confirmation from the said Auditors that they are notdisqualified to act as the Auditors and are eligible to hold the office as Auditors of theCompany.

The Auditors in their report to the members have given a qualified opinion and theresponse of the Company with respect to it is as follows:

Considering various factors including admission of the Corporate Debtor and its threesubsidiaries; RTL RITL and RCIL to CIRP under the Code there are various claimssubmitted by the operational creditors the financial creditors employees and othercreditors. The overall obligations and liabilities including obligation for interest onloans and the principal rupee amount in respect of loans including foreign currencydenominated loans shall be determined during the CIRP and accounting impact if any will begiven on completion of CIRP. Further prior to May 15 2018 the Corporate Debtor and itssaid subsidiaries were under Strategic Debt Restructuring (SDR) and asset monetization anddebt resolution plan was being worked out. The Company has not provided Interest of Rs4212 crore (' 4748 crore in case of consolidated) calculated based on basic rate ofinterest as per terms of loan for the year ended March 31 2020 and foreign exchangevariation aggregating to Rs 1313 crore loss (' 1609 loss in case of consolidated) forthe year ended March 31 2020. Had the Corporate Debtor provided Interest and foreignexchange variation the Loss would have been higher by Rs 5 525 crore (' 6357 crore incase of consolidated) for the year ended March 31 2020.

On completion of the corporate insolvency resolution process the Company will carryout a comprehensive review of all the assets including investment in subsidiaries andliabilities which are pending for confirmation and accordingly provide for impairment ofassets and write back of liabilities if any. Further the Company is in the process ofreconciling Goods & Service Tax (GST) and Tax Deducted at source.

Considering these developments including in particular the RP having taken over themanagement and control of the Corporate Debtor and its three subsidiaries (Group) interalia with the objective of running them as going concerns the financial results continueto be prepared on going concern basis. However since the Group continues to incur losscurrent liabilities exceed current assets and Group has defaulted in repayment ofborrowings payment of regulatory and statutory dues these events indicate that materialuncertainty exists that may cast significant doubt on Group's ability to continue as agoing concern.

The Company's assets are held for sale as per Ind AS 105 and accordingly leaseagreements are considered to be short term in nature and Ind AS 116 has not been applied.

The observations and comments given by the Auditors in their report read together withnotes on financial statements are self explanatory particularly Note No. 2.15 2.31 2.48and 2.52 (standalone financials) and 2.16 2.41 2.53 2.60 and 2.61 (consolidatedfinancials) and hence the same to be treated as explanation provided under Section 134 ofthe Act.

The audited financial statement are drawn up both on standalone and consolidated basisfor the financial year ended March 31 2020 in accordance with the requirements of theInd-AS Rules.

As per the provisions of Clause (ca) of Sub-section (3) of Section 134 of the Act theauditors of the Company have not reported any fraud under sub-section (12) of Section 143of the Act.

Cost Auditors

Pursuant to the provisions of the Act and the Companies (Cost Records and Audit) Rules2014 the Resolution Professional on the recommendation of directors in a meeting dated 31stJuly 2020 have appointed M/s. V. J. Talati & Co. Cost Accountants as the CostAuditors to conduct cost audit for the telecommunications businesses of the Company forthe financial year ending March 31 2021 and their remuneration is subject to ratificationby the Members at the ensuing Annual General Meeting of the Company.

The Provisions of Section 148(1) of the Act are applicable to the Company andaccordingly the Company has maintained cost accounts and records in respect of theapplicable products for the year ended March 31 2020.

Secretarial Standards

During the year under review the Company has complied with the applicable SecretarialStandards issued by The Institute of Company Secretaries of India.

Secretarial Audit & Secretarial Compliance Report

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the ResolutionProfessional on the recommendation of Directors had appointed M/s. Ashita Kaul &Associates Company Secretaries in Practice to undertake the Secretarial Audit of theCompany. There is no qualification reservation or adverse remark made in theirSecretarial Audit Report submitted to the Company. The Secretarial Audit Report isattached herewith as Annexure B.

Pursuant to circular No. CIR/ CFD/ CMD1 / 27/ 2019 dated February 08 2019 issued bythe Securities and Exchange Board of India (SEBI) the Company has obtained AnnualSecretarial Compliance Report from a Practicing Company Secretary (PCS) on compliance ofall applicable SEBI Regulations and circulars/ guidelines issued there under and the copyof the same shall be submitted with the Stock Exchanges within the prescribed due date.

Annual Return

As required under Section 134(3)(a) of the Act the Annual Return for the financialyear 2019-20 is put up on the Company's website and can be accessed at https://www.rcom.co.in/investor-relations-Annual Return.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (theRules) as amended a statement showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said Rules are provided in theAnnual Report. Disclosures relating to the remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended also forms part of thisAnnual Report.

However having regard to the provisions of second proviso to Section 136(1) of theAct the Annual Report excluding the aforesaid information is being sent to all themembers of the Company and others entitled thereto. Any member interested in obtaining thesame may write to the Company Secretary and the same will be furnished on request.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

As the Company does not carry on any manufacturing activity being a telecommunicationsservice provider most of the information of the Company as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 are notapplicable. However the information as applicable has been given in the Annexure Cforming part of this Report.

Corporate Governance

The Company has adopted the "Reliance Group-Corporate Governance Policies and Codeof Conduct" which sets out the systems process and policies confirming to theinternational standards. The report on Corporate Governance as stipulated under Regulation34(3) read with Para C of Schedule V of the Listing Regulations is presented in separatesection forming part of this Annual Report

A Certificate from M/s. Ashita Kaul & Associates Practicing Company Secretaryconforming compliance to the conditions of Corporate Governance as stipulated under Para Eof Schedule V of the Listing Regulations is enclosed to this Report.

Ombudspersons & Whistle Blower (Vigil Mechanism)

The Company has formulated an Ombudspersons & Whistle Blower (Vigil Mechanism) toaddress the genuine concern if any of the directors and employees. The details of thesame have been stated in the Report on Corporate Governance and the policy can also beaccessed on the Company's website at www.rcom.co.in

Risk Management

The Company had constituted a Risk Management Committee in the Board of Directorsmeeting held on 14th November 2014 consisting of majority of directors andsenior managerial personnel of the Company; however these mandatory provisions of ListingRegulations are not applicable to the Company. The Board of Directors of the Company hasdissolved the Risk Management Committee in its meeting held on 3rd November2018. Audit Committee looks after the functions of the Risk Management Committee.

The Company is currently under corporate insolvency resolution process pursuant to theprovisions of the Insolvency and Bankruptcy Code 201 6 and considering these developmentsincluding in particular the RP having taken over the management and control of theCompany and its three subsidiaries (Group) inter alia with the objective of running themas going concerns the Company continues to incur loss current liabilities exceed currentassets and Group has defaulted in repayment of borrowings payment of regulatory andstatutory dues these events indicate that material uncertainty exists that may castsignificant doubt on Group's ability to continue as a going concern. The Auditors havedrawn qualification in their Audit Report for the quarter and year ended March 31 2020.

Further the Company has a robust Business Risk Management framework to identifyevaluate business risks and opportunities. This framework seeks to create transparencyminimize adverse impact on the business objectives and enhances Company's competitiveadvantage. The business risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting.

The risk framework has different risk models which helps in identifying risks trendexposure and potential impact analysis at a Company level as also separately for businesssegments.

Compliance with provisions of Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013

The Company is committed to uphold and maintain the dignity of women employees and ithas in place a policy which provides for protection against sexual harassment of women atwork place and for prevention and redressal of such complaints. During the year one suchcomplaints was received and the same was redressed immediately.

The Company has also constituted an Internal Compliance Committee under the SexualHarassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility Committee in compliancewith the provisions of Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014. The Corporate Social Responsibility Committee hasformulated a Corporate Social Responsibility Policy (CSR policy) indicating the activitiesto be undertaken by the Company. The CSR policy may be accessed on the Company's websiteat the link; http://www.rcom.co.in/Rcom/about-us/investor-relations/corporate-governance.html.

The CSR Committee as on March 31 2020 comprised of Smt. Manjari Kacker as Chairpersonand Shri Punit Garg Shri Vishwanath Devaraja Rao Smt. Ryna Karani and Smt. Chhaya Viranias members. The annual report on CSR activities is annexed as Annexure D.

Orders if any passed by Regulators or Courts or Tribunals

Except as disclosed in this report no orders have been passed by the Regulators orCourts or Tribunals impacting the going concern status and the Company's operation.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization.The same is subject to review periodically by the Internal Audit Cell and by the AuditCommittee for its effectiveness.

During the year such controls were tested and no reportable material weaknesses in thedesign or operation were observed.

Business Responsibility Report

Business Responsibility Report for the year under review as stipulated under theListing Regulations is presented under separate section forming part of this AnnualReport.

Acknowledgement

Your Directors express their sincere appreciation for the cooperation and assistancereceived from shareholders debenture holders bankers financial institutions regulatory

bodies government Authorities debenture trustee and other business constituentsduring the year under review. The Directors express their sincere thanks to the ResolutionProfessional and Committee of Creditors of the Company for continuous support during theyear. Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff and look forward to theircontinued support in future.

Punit Garg Vishwanath Devaraja Rao
Non Executive Director Executive Director and Chief Financial Officer
Place: Mumbai
Date : July 31 2020

_

Dear Members

The Board of Directors of your Company take pleasure in presenting its report on theworking of the Company for Financial Year 2019-20.

FINANCIAL SUMMARY

(Rupee in Lacs)

Particulars 2019-2020 (Audited) 2018-2019 (Audited)
Sales 9750.11 9655.12
Profit before Depreciation & Tax 387.25 602.83
Profit before Tax 10.81 304.42
Tax 4.22 83.96
Net Profit 6.59 220.46
Appropriation NIL NIL
Dividend NIL NIL
Balance b/f from the previous year 1801.41 1580.95
Transferred to General Reserve NIL NIL
Transferred to Reserve & Surplus 1808 1801.41

Covid- 19

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally.

The Covid-induced lockdown in a way just shut down fully functional factory and tookthe hands off machines at manufacturing facilities. The company is recovering from theeffect of lockdown while keeping the safety of employees at workplace as its priority.

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16 2015 notified that IndianAccounting Standards (Ind AS) are applicable to certain classes of companies from April 12016 with a transition date of April 1 2015. Ind AS has replaced the previous Indian GAAPprescribed under Section 133 of the Companies Act 2013 ("the Act") read withRule 7 of the Companies (Accounts) Rules 2014. Ind AS is applicable to your Company fromApril 01 2017.

RESULT OF OPERATIONS AND STATE OF COMPANIES AFFAIRS

During the year under review your Company's income from operations is Rs. 9473.42 Lacsas compared to Rs. 9396.12 Lacs during the previous year. The Company has incurred aProfit for the period of Rs. 6.59 Lacs as compared to the profit of Rs. 220.46 Lacs in theprevious year.

SHARE CAPITAL

There was no change in the Company's share capital during the year under review

The Company's Authorised Share Capital is Rs. 150000000/- (Rupees Fifteen Crore)comprising of 15000000 (One Crore Fifty Lacs) Equity Shares of 10/- (Rupees Ten) eachand paid up equity share capital is Rs. 136787990/- (Rupees Thirteen Crore Sixty SevenLacs Eighty seven Thousand Nine Hundred Ninety only) comprising of 13678799 (One CroreThirty Six Lacs Seventy Eight Thousand Seven Hundred Ninety Nine) Equity Shares of 10/-each.

DIVIDEND

To conserve the resources of the company for its future growth your directors do notrecommend any dividend to the shareholders.

RESERVE

During the financial year the company has not transferred any amount to reserve duringthe year under review.

MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY

There has been no material change and commitment affecting financial position betweenend of the financial year and date of this Board's Report.

INVESTOR EDUCATION AND PROTECTION FUND

There is no such amount lying with the company and remained unclaimed which is requiredto be transferred to the Investor Education and Protection Fund of the Central Government

RISK MANAGEMENT

The Board of Directors is overall responsible for identifying evaluating and managingall significant risks faced by the Company. The Risk Management Policy approved by theBoard acts as an overarching statement of intent and establishes the guiding principles bywhich key risks are managed across the Organization. The Board monitors and reviews theimplementation of various aspects of the Risk Management policy through a duly constitutedRisk Management Committee (RMC). The RMC assists the Board in its oversight of theCompany's management of key risks including strategic and operational risks as well asthe guidelines policies and processes for monitoring and mitigating such risks under theaegis of the overall Business Risk Management Framework. The Company follows wellestablished and detailed risk assessment and minimization procedures which areperiodically reviewed by the Board. The Company's Business Risk Management Framework helpsin identifying risks and opportunities that may have a bearing on the organization'sobjectives assessing them in terms of likelihood and magnitude of impact and determininga response strategy.

At present the company has not identified any element of risk which may threaten theexistence of the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides bench marking controls with bestpractices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the Internal Control Systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors and the Statutory Auditors areperiodically apprised of the internal audit findings and corrective actions taken.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board.

To maintain its objectivity and independence the Internal Audit function reports tothe Chairman of the Audit Committee.

DIRECTOR'S & KMP

Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Raj KumarAgarwal Managing Director Mr. Sanjay Kumar Agarwal Chief Executive Officer and Mr.Rakesh Kumar Soni Chief Financial Officer of the Company are the KMPs of the Company.

During the period under review Ms. Geetika Bisht resigned from the post of the CompanySecretary of the Company w.e.f 23.11.2019. The Company further appointed Ms. Sneha Sharmaas Company Secretary of the Company w.e.f 03.01.2020.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from all the Independent Directors of the Companyunder Section 149(7) of the Act confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Act and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.

The details of familiarization programme for Independent Directors are available onCompany's website.

BOARD MEETINGS

The Board met Fifteen times during Financial Year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two consecutive meetings was within the period prescribed by the CompaniesAct 2013 SEBI(LODR) 2015 and Secretarial Standard-1 (SS-1).

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing

Obligations and Disclosure Requirements) Regulations 2015. The performance of theBoard was evaluated by the Board after seeking inputs from all the Directors on the basisof the criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc. The performance evaluation of the ExecutiveDirectors and Non-Executive Directors was carried out by the Independent Directors. TheBoard of Directors expressed their satisfaction with the evaluation process.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The criteria for Directors' appointment has been set up by the Nomination Remunerationand Compensation Committee which includes criteria for determining qualificationspositive attributes independence of a Director and other matters provided under Subsection (3) of Section 178 of Companies Act 2013 ("the Act"). More details onthe same are given in the Corporate Governance Report.

COMPOSITION OF COMMITTEE

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Grievance Committee

4. Risk Management Committee

The details of the Committees along with their composition number of meetings termsof reference and attendance of members at the meetings are provided in the CorporateGovernance Report which forms part of this Annual Report. Further during the year underreview the board has accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. Details of the same are given in theCorporate Governance Report. The same has also been displayed on the website of theCompany.

HUMAN RESOURCE MANAGEMENT HEALTH AND SAFETY

During the year the Company had cordial relations with workers staff and officers. Theshop floor management is done through personal touch using various motivational tools andmeeting their training needs requirements. The company has taken initiative for safety ofemployees and implemented regular safety audit imparted machine safety training wearingprotective equipments etc. The Company believes in empowering its employees throughgreater knowledge team spirit and developing greater sense of responsibility.

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

The Company has in place a policy on Gender Equality Gender Protection Prevention ofSexual Harassment and Redressal System in line with the requirements of the SexualHarassment of Women at Workplace Prevention Prohibition and Redressal) Act 2013. Allemployees (permanent contractual temporary trainees) are covered under this policy. TheCompany has also constituted

an internal committee to consider and address sexual harassment complaints inaccordance with the Sexual Harassment of women at Workplace (Prevention Prohibition andRedressal) Act 2013.

No complaints pertaining to sexual harassment were received and/ or disposed off duringFY 201920.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) (i) of theCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remunerationof each director to the median remuneration of the employees of the Company for theFinancial Year will be made available for inspection at its registered office of theCompany during the working hours for a period of twenty one days before the date of AnnualGeneral Meeting of the company pursuant to Section 136 of the Companies Act 2013 andmembers if any interested in obtaining the details thereof shall make specific requestto the Company Secretary and Compliance officer of the Company in this regard.

COMMITMENT TO QUALITY AND ENVIRONMENT

Your Company recognizes quality and productivity as a pre-requisite for its operationsand has implemented ISO 9001 and ISO 14001. Continuous efforts to preserve the environmentare pursued.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per Provisions of Section 135 of the Company Act 2013 and rules made there underthe CSR is not applicable on your company for the Financial Year 2019-2020.

STATUTORY AUDITOR

Under Section 139 of the Companies Act 2013 and the rules made thereunder it ismandatory to rotate the Statutory Auditors on completion of the maximum term permittedunder the said section. In line with the requirements of the Companies Act 2013 M/s RaviSharma & Co. Chartered Accountants (Firm Registration No. 015143C) was appointed asthe statutory auditors of the Company to hold office for a period of 5 consecutive yearsfrom the conclusion of the 23rd Annual General Meeting of the company held on28th September 2017 till the conclusion of the 28th Annual GeneralMeeting of the Company subject to ratification by shareholders at the Annual GeneralMeeting or as maybe necessitated by the act from time to time.

The Companies Amendment Act 2017 has omitted the requirement of ratification of theappointment of statutory auditors at every Annual General Meeting; the relevant amendmentmade effective on May 07 2018. Hence the ratification of appointment of StatutoryAuditors at the ensuing AGM is not required.

LOANS AND INVESTMENTS BY THE COMPANY

Details of loans and investments by the Company to other body corporate or persons aregiven in notes to the financial statements.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary as on 31.03.2020 RELATED PARTYTRANSACTIONS:

The Company has adequate procedures for purpose of identification and monitoring ofrelated party transactions. All transactions entered into with related parties during thefinancial year were on arm's length basis. All related party transactions if any areperiodically placed before the Audit Committee and the Board for review and approval asappropriate. For details on related party transactions members may refer to the notes tothe standalone financial statement.

The Company's policy for related party transactions regulates the transactions betweenthe Company and its related parties. The said policy is available on the Company's websiteviz. www.leharfootwear.com. There were no materially significant related partytransactions made by the Company with Promoters Directors key managerial personnel orother designated persons which may have a potential conflict with the interest of theCompany at large. Details of such transactions are given in the Annexure-1 to thisreport.

CONSERVATION OF ENERGY TECHNOLOGY FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy technology absorption and foreign exchangeearnings and outgo is given in Annexure-2 to this report

EXTRACT OF ANNUAL RETURN

The Details forming part of extract of Annual Return in Form MGT-9 as required undersection 92 of the Companies Act 2013 is included in this report as Annexure-3 andforms an integral part of this report.

SECRETARIAL AUDITOR:

The Board has appointed M/s. Naredi Vinod & Associates Company Secretaries toconduct the Secretarial Audit for the financial year 2019-20. The Secretarial Audit Reportfor the financial year ended 31st March 2020 is attached as Annexure-4 tothis Board's Report. The Secretarial Audit Report does not contain any qualification orreservation or adverse remark or disclaimer.

LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange. DEMATERIALISATIONOF SHARES

The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason March 31 2020 99.99% of the share capital stands dematerialized.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Company is committed to adhere to best corporate governance practices. The separatesections on Management Discussion and Analysis Corporate Governance and a Certificatefrom the Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 forms part of the this Annual Report.

CAUTIONARY STATEMENT

Statements in this report describing the Company's objectives expectations and/oranticipations may be forward looking within the meaning of applicable Securities Law andRegulations. Actual results may differ materially from those stated in the statement.Important factors that could influence the Company's operations include global anddomestic supply and demand conditions affecting selling prices of finished goodsavailability of inputs and their prices changes in the Government policies regulationstax laws economic developments within the country and outside and other factors such aslitigation and industrial relations. The Company assumes no responsibility in respect ofthe forward-looking statements which may undergo changes in future on the basis ofsubsequent developments information or events.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationobtained by them in terms of section 134(3) (c) your directors confirm that:

a) in the preparation of Annual Accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

b) appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true &fair view of the state of affairs of the Company as at March 31 2020;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a going concern basis;

e) internal financial controls have been laid down to be followed by the company andsuch internal financial controls are adequate and were operating effectively;

f) proper system have been devised to ensure compliance with the provision of allapplicable law and that such system were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL

The report on Internal Financial Control forms part of Independent Audit report.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewww.leharfootwear.com. The Code lays down the

standard procedure of business conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders. The Code gives guidance through examples on the expected behaviour from anemployee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

Declaration by Chief Executive officer regarding compliance by board members and seniormanagement personnel with the company's code of conduct is given in Annexure-5.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Directors on the Board and the designated employees have confirmed compliance withthe Code.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

There are no significant and material order passed by the Regulators/ court that wouldimpact the going concern status of the company and its future operations.

PAYMENT OF LISTING FEE

Your company has paid the Annual listing fee of BSE for the Financial Year 2020-21. APPRECIATION

Your Directors wish to place on record their sincere appreciation to employees at alllevels for their hard work dedication and commitment towards Company's operations andperformance. Your Directors also wish to place on record their gratitude for the valuableassistance and co-operation extended to the Company by the Central Government StateGovernments banks institutions investors and customers.

By the order of the Board
For Lehar Footwears Limited
SD/-
(Ramesh Chand Agarwal) Dated: 28.07.2020
Chairman Place: Jaipur
DIN:00108287

?

DEAR MEMBERS

Your Directors present their Report together with the audited financialstatements for the year ended March 31 2020.

FINANCIAL PERFORMANCE/SUMMARY (Rupees in Crores)

Particulars

Standalone

Consolidated

31st March 2020 31st March 2019 31st March 2020 31st March 2019
Revenue from operations 38.37 36.66 105.71 102.55
Total Expenses 36.01 34.28 102.47 84.11
Profit Before Tax 3.06 2.79 5.43 19.78
Tax Expense / (Tax Benefit) 0.72 0.84 0.66 0.93
Profit after tax 2.34 1.95 4.77 18.85
Total Comprehensive Income 2.07 1.55 9.85 4.05
Reserves & Surplus 15.73 13.69 51.18 41.53

REVIEW OF OPERATIONS / STATE OF COMPANY'S AFFAIRS FOR THE FY 2019 - 20

Our Company is a global business & technology services company.Recognized as a thought leader & innovator of enterprise solutions we help companiestransform into AI-first Businesses by leveraging Cloud & Big Data. Regardless of theindustry we offer cutting-edge AI cloud solutions custom-made to improve the way thingsare done. There has been no change in the business of the Company during the financialyear ended March 31 2020.

During the financial year under review your Company's revenueincreased by 4.66% on standalone basis. On standalone basis revenue from operations ofyour company for the financial year ended March 31 2020 is Rupees 38.37 crores("cr") as compared to Rupees 36.66 cr for the financial year ended March 312019. Profit after tax increased by 20% to Rupees 2.34 cr for the year ended 31stMarch 2020 as compared to Rupees 1.95 cr for the same period last year. Similarly totalcomprehensive income increased by 33.55% to Rupees 2.07 crores for the year ended 31stMarch 2020 as compared to Rupees 1.55 cr for the same period last year. Reserves andSurplus have increased from Rupees 13.69 cr in FY 2018-19 to Rupees 15.73 crores in FY2019-20.

Further on consolidated basis total revenue from operations of yourcompany increased by 3.08% to Rupees 105.71 cr for the financial year ended March 31 2020as compared to the previous year's total revenue of Rupees 102.55 cr. Profit after taxdecreased by 74.69% to Rupees 4.77 cr for the year ended 31st March 2020 ascompared to Rupees 18.85 cr for the same period last year. Total comprehensive incomeincreased by 143.21% to Rupees 9.85 cr for the year ended 31st March 2020 ascompared to Rupees 4.05 cr for the same period last year. Reserves and Surplus haveincreased from Rupees 41.53 cr in FY 2018-19 to Rupees 51.18 cr in FY 201920.

The Company has adopted Ind AS from 1st April 2017. Theaudited financial statements (both standalone and consolidated) prepared in accordancewith Section 129 and Section 133 of the Companies Act 2013 read with the rules madethereunder ("the Act") and applicable Indian Accounting Standards (Ind AS) alongwith the Auditor's Report form part of this Annual Report.

As required under Section 136 of the Companies Act 2013 auditedfinancial statements including the consolidated financial statements and all otherdocuments required to be attached thereto and audited or unaudited accounts as the casemay be of each of its subsidiaries whose accounts are consolidated are available on thewebsite of the company i.e. www.ctepl.com. These documents will also be available forinspection during the business hours at the registered office of the Company.

REPORT ON SUBSIDIARIES/JOINT VENTURE

As on March 31 2020 the Company has 2 wholly-owned subsidiaries viz.Cambridge Technology Inc. USA Cambridge Technology Investments Pte. Ltd. Singapore and3 step-down subsidiaries viz. M/s Cambridge Innovation Capital LLC USA M/s CambridgeBizserve Inc. Philippines and M/s Cloud Computing Global Pte Ltd. Singapore. During theFinancial Year Cambridge Technology Investments Pte. Ltd. Singapore has subscribedtowards 50 shares in Joint Venture Company named ECD CTL Pte Ltd. which amounts to 50%interest in Joint Venture entity. As at the financial year end Cambridge TechnologyInvestments Pte. Ltd has not remitted any money for shares in the said Joint Venture.

Cambridge Bizserve Private Limited & Cambridge Innovations PrivateLimited ceased to be Subsidiaries of the Company during the financial year 2019-20 and M/sCloud Computing Global Pte. Ltd. Singapore ceased to be Step - down Subsidiary of theCompany in April 2020.

Highlights of Performance

Cambridge Technology Inc. USA had net revenue of Rupees 100.47 crduring the year as compared to Rupees 49.86 cr revenue during the previous financial year.The net profit after tax is Rupees 4.79 cr in FY 2019-20 as compared to net loss of Rupees34.49 cr in FY 2018-19. The contribution of Cambridge Technology Inc. USA to the overallperformance of the company is in the form of revenue earned by the company by renderingits services amounting to Rupees 31.55 cr. Cambridge Innovation Capital LLC USA a step -down subsidiary company had no revenue as on March 31 2020 as compared to net revenue ofRupees 60.99 cr as on March 31 2019. Cambridge Technology Investments Pte. Ltd Singaporehas nil revenue and net profit of Rupees 0.98 lakhs during the year as compared to nilrevenue and net loss of Rupees 3.62 lakhs during the previous financial year. CambridgeBizserve Inc. Philippines has net revenue of Rupees 13.52 lakhs as on March 31 2020 andnet loss of Rupees 118.74 lakhs as compared to net revenue of Rupees 118.78 lakhs and netloss of Rupees 119.36 lakhs during the previous financial year.

Apart from Cambridge Technology Inc. the other entities did not makeany material contribution to the overall performance of the company during the financialyear 2019-20. Cloud Computing Global Pte Ltd step - down subsidiary company and ECD CTLPte. Ltd. has not commenced its operations as on March 31 2020.

Further as per provisions of section 129(3) of the Companies Act2013 a statement containing the salient features of financial statement of oursubsidiaries i.e. a report on the financial performance and financial position of each ofthe Subsidiaries included in the Consolidated Financial Statements is provided in theprescribed format AOC-1 appended as Annexure - 1 to the Board's Report and forms part ofthis Annual Report.

TRANSFER TO RESERVES

The Board of Directors did not propose to transfer any amount toreserves for the period under review. DIVIDEND

Keeping in view the expected cash flow requirements and in order toconserve the resources for future business operations and for the future growth of theCompany the Board of Directors were not able to recommend any dividend for the financialyear ended 31st March 2020.

CAPITAL STRUCTURE

During the year the authorized share capital and paid up capital ofthe Company remained unchanged at Rupees 300000000/- divided into 30000000 equityshares of Rupees 10/- each & Rupees 196310150/- divided into 19631015 equityshares of Rupees 10/- each respectively.

Fund raising/Issue of Convertible Share Warrants

Pursuant to approval of the members of the Company obtained throughPostal Ballot on December 26 2019 the Board of Directors of the Company on January 092020 has allotted 3360000 Convertible Share Warrants ("Warrants") at an issueprice of Rupees 31/- on preferential basis to Worldwide Technology Investments Pte.

Ltd. a Promoter Group entity. Total value of convertible shareWarrants is Rupees 104160000/- out of which Rupees 26811427.50/- (i.e. 25.74% ofthe total consideration) has been received upfront from the holder of convertible sharewarrants. The warrant holder have a right to apply for and be allotted 1 equity share offace value of Rupees 10/- each of the Company for each warrant within a period of 18months from the date of allotment of warrants i.e. the Warrants shall be exercised withina period of 18 months from the date of their allotment in one or more tranches.

The Company requires this infusion of funds to augment funding needs ofthe Company viz. to meet the working capital requirements general corporate purposes tosupport the future growth plans of the Company and to further invest in the subsidiaries.Infusion of further capital will enable the Company to grow further and realize theobjectives more effectively.

During financial year 2019-20 out of Rupees 26811427.50/- Rupees26723336.06/- has been utilized as per the original object as stated in explanatorystatement to the notice of postal ballot dated November 13 2019. There are novariations/deviations if any in the use of proceeds from the objects stated inexplanatory statement to the notice of postal ballot dated November 13 2019. There are nodeviations/variations between projected utilisation of funds made by it in its explanatorystatement to the notice for postal ballot dated November 13 2019 and the actualutilisation of funds.

DIRECTORS

The Board of Directors of your Company comprises of 5 (five) Directorsas on the date of this report representing the optimum blend of professionalism knowledgeand having varied experience in different disciplines of corporate functioning. Of these3 (three) Directors are Independent Directors.

Appointments / Re-appointments

Pursuant to provisions of Section 152 of the Companies Act 2013 readwith the Companies (Appointment and Qualification of Directors) Rules 2014 Mr. DharaniRaghurama Swaroop (DIN: 00453250) is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment to the office ofdirectorship. The Directors propose the re-appointment of Mr. Dharani Raghurama Swaroopfor approval of the shareholders at the ensuing AGM of the Company.

The Board of Directors at their Meeting held on November 13 2019approved appointment of Mr. Sridhar Lalpet having DIN 02539952 as an Additional Director(Non-Executive & Independent) of the Company w.e.f November 13 2019 subject toapproval of members. The members approved his appointment as Non-Executive IndependentDirector for a consecutive period of 5 years w.e.f November 13 2019 by passing requiredresolution on December 26 2019 through Postal Ballot.

The earlier term of Mrs. Jayalakshmi Kumari Kanukollu IndependentDirector expired on March 14 2020. The Board of Directors at their meeting held onFebruary 11 2020 has passed a resolution for re-appointment of Mrs. Jayalakshmi KumariKanukollu (DIN: 03423518) as an Independent Director for a further period of 5 (five)years from the expiry of her present term of office that is with effect from March 142020 subject to members approval. The Directors propose the re-appointment of Mrs.Jayalakshmi Kumari Kanukollu for approval of the shareholders at the ensuing AGM of theCompany.

A Brief profile of Mr. Dharani Raghurama Swaroop & Mrs. JayalakshmiKumari Kanukolly Directors of the Company along with the nature of their expertise andthe number of companies in which they hold directorship and membership / chairmanship ofcommittees of the Board and other requisite details as stipulated under Companies Act2013 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations" or "SEBI (LODR) Regulations 2015") andSecretarial Standard 2 as issued by the Institute of Company Secretaries of India is givenbelow and/or annexed to the notice of the Annual General Meeting.

Name of the Director Mr. Dharani Raghurama Swaroop
DIN '00453250
Date of Birth April 09 1959
Date of first appointment on the Board 28th January 1999
Age 61 Years
Brief Resume Dharani Raghurama Swaroop Whole - Time Director of Cambridge Technology Enterprises Limited ("CT") heads the overall Indian operations and is responsible for the corporate governance and statutory compliances-related aspects of the said Company. Prior to his association with CT Swaroop co-founded a successful IT systems integration company comprising of more than 150 personnel. Swaroop holds an Electrical Engineering degree from Jawaharlal Nehru Technological University India.
Qualification Degree in Electrical Engineering from Jawaharlal Nehru Technological University.
Experience He has more than 34 years of experience
Terms & Conditions of appointment along with Remuneration sought to be paid The basic salary is in the range of Rupees 2000000/- to Rupees 5000000/- per annum payable monthly. The terms and conditions of appointment along with detailed remuneration are as specified in Notice of 19th Annual General Meeting conducted on September 28 2018 and the same is available on website of the Company i.e. www.ctepl.com.
Remuneration last drawn Remuneration drawn for the FY 2019-20 is Rupees 3500000/-
Disclosure of relationships between directors inter- se/Relationship with other Directors Manager and other Key Managerial Personnel of the Company Nil
Nature of his expertise in specific functional areas Statutory Compliances Overseeing Operations IT Services and Corporate Strategic Planning
Number of Meetings of the Board attended during the year 2019-20 05
Names of Companies/LLP in which he holds the directorship Cambridge Technology Enterprises Limited DS Unics Infotech Private Limited and Reshet Technologies LLP
Names of Companies in which he holds the membership of Committees of the Board He is a member of the following Committees of the Board of the Cambridge Technology Enterprises Limited viz. Audit Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee and Finance Committee.
Shareholding in the Company 9200 Shares (0.047%) as on March 31 2020
Name of the Director Ms. Jayalakshmi Kumari Kanukollu
DIN '03423518
Date of Birth August 08 1968
Date of first appointment on the Board March 14 2015
Age 52 Years
Brief Resume With a deep passion for teaching Dr. Jayalakshmi Kumari brings more than 15 years of experience from the educational sector having worked for leading schools and colleges in Hyderabad. Presently she is working with the Nalanda Educational Society as a faculty in the field of social sciences. With proven ability to constantly challenge and improve existing processes and systems she has been participating and rendering voluntary services to many social organizations.
Qualification Dr. Jayalakshmi Kumari has a Ph.D. in social sciences an M.A in Economics M.A in Political Science M. Phil and M.Ed.
Experience She has more than 15 years of experience in educational sector.
Terms & Conditions of appointment along with Remuneration sought to be paid Draft letter of appointment of Independent Directors setting out the terms and conditions is available on the website of the company. Sitting fees for attending Board and / or Committee Meetings is sought to be paid to Ms. Jayalakshmi Kumari. Sitting fees for attending Board and / or Committee Meetings is sought to be paid to Ms. Jayalakshmi Kumari.
Remuneration last drawn Sitting fees paid to her attending Board and Committee Meetings for the FY 2019-20 is Rupees 160000/-
Disclosure of relationships between directors inter- se/Relationship with other Directors Manager and other Key Managerial Personnel of the Company Nil
Nature of her expertise in specific functional areas Academician having experience in Economics Political science and Social sciences. Participating and rendering voluntary services to many social organizations.
Number of Meetings of the Board attended during the year 2019-20 04
Names of Companies/LLP in which she holds the directorship 1. Cambridge Technology Enterprises Limited 2. Brightcom Group Limited
Names of Companies in which she holds the membership of Committees of the Board 1. Cambridge Technology Enterprises Limited - She is a Chairman of the Nomination and Remuneration Committee Stakeholders Relationship Committee and member of Audit Committee and Corporate Social Responsibility Committee of the Board. 2. Brightcom Group Limited - She is a Chairman of Corporate Social Responsibility Committee and member of Audit Committee and Nomination and Remuneration Committee of the Board.
Shareholding in the Company She does not hold any shares in the Company whereas her husband Mr. Janakirama Lakshmana Rao Kanukollu holds 10 shares in the Company as on March 31 2020.

Resignations

Ms. Usha Srikanth (DIN: 08184237) has resigned as an IndependentDirector of the Company w.e.f February 11 2020. The Board while accepting the resignationof Ms. Usha Srikanth appreciated and placed on record the valuable contribution andsupport provided by her during her tenure as Non-Executive Independent Director and as amember of Nomination and Remuneration Committee.

The tenure of appointment of Mr. Aashish Kalra expired with effect fromclose of working hours on May 13 2020. Mr. Kalra expressed his desire to retire fromservices of the Company and not like to be re-appointed for the next term due to personalreasons. Hence he ceased to be Whole-time Director Chairman & Chief ExecutiveOfficer (CEO) of the Company with effect from close of working hours on May 13 2020.

KEY MANAGERIAL PERSONNEL

Mr. Dharani Raghurama Swaroop is Whole-time Director of the Company.Mr. Chirravuri Subrahmanya Leeladhar a qualified Chartered Accountant is Chief FinancialOfficer of the Company. Mr. Ashish Bhattad qualified Company Secretary is CompanySecretary & Compliance Officer of the Company. Mr. Hanumant Bhansali Manager -Corporate Finance & Head Investor Relations is designated Whole - time Key ManagerialPersonnel.

There were no appointments and resignations of Key Managerial Personnelduring the year. However Mr. Aashish Kalra ceased to be Whole-time Director Chairman& Chief Executive Officer (CEO) of the Company with effect from close of working hourson May 13 2020.

BOARD AND COMMITTEE MEETINGS

The Board met 05 (five) times during the year. Details of thecomposition of the Board and its Committees and of the meetings held and attendance of theDirectors at such meetings are provided in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the Section173(1) of Companies Act 2013 and Regulation 17(2) of Listing Regulations.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act 2013 Rule 6(3) of theCompanies (Appointment and Qualification of Directors) Rules 2014 and Regulation 25(8) ofthe Listing Regulations the Company received declaration from Independent Directors.

FAMILIARIZATION PROGRAM

The Company at its various meetings held during the financial year2019-20 had familiarized the Independent Directors through various initiatives. TheIndependent Directors of the company have been briefed at the meetings of the Board /Committees thereof on the matters such as their roles functions rights dutiesresponsibilities and liabilities in the Company nature of the industry in which theCompany operates the business model business verticals and operations of the Companygeographies in which company operates financial results of the Company and that of itssubsidiary companies updates on statutory and regulatory changes and impact thereofupdates on development of business of the company overview of board evaluation andprocedures etc. They were made to interact with business heads and senior managementpersonnel and are given all the documents reports and internal policies sought by themfor enabling a good understanding of the Company its various operations and the industryof which it is a part which enable the Directors to contribute significantly to theCompany.

Details of familiarization programs extended to the IndependentDirectors during the year are also disclosed on the Company website from time to time.

Web link: https://www.ctepl.com/pdfs/investors/FamiliarisationProgramme CTEL 2020.pdf PERFORMANCE EVALUATION NOMINATION & REMUNERATION POLICY

The Company has adopted the Performance Evaluation Nomination &Remuneration Policy as required under the provisions of the Companies Act 2013 andRegulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Brief features of the policy inter-alia includesobjective and purpose of the policy which is to lay down the criteria for effectiveevaluation of performance of Board and that of its committees and individual directors toestablish a framework for the remuneration of directors key managerial personnel andother employees to lay down criteria for identifying persons who are qualified to becomedirectors and who may be appointed in senior management in accordance with the criterialaid down and recommending to the Board their appointment and removal criteria fordetermining qualifications positive attributes and independence of a director policyrelating to remuneration of directors key managerial personnel and other employees toensure reasonable and sufficient level and composition of remuneration to attract retainand motivate the Directors KMPs and Senior Management Personnel etc. and role ofNomination and Remuneration Committee as defined under Section 178 of the Companies Act2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations 2015.

During the year 2018-19 the above said policy was amended inter-aliato comply with provisions introduced by Companies (Amendment) Act 2017 and SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 such as specifyingthe manner for effective evaluation of performance amendment in criteria of Independenceamendment in definition of senior management recommendation to the board by nominationand remuneration committee of all remuneration in whatever form payable to seniormanagement etc.

Performance evaluation nomination and remuneration policy is availableon the website of the Company. Weblink:

http://www.ctepl.com/pdfs/investors/Performance evaluation nominationremuneration policy.pdf

Pursuant to the provisions of Companies Act 2013 read with the rulesmade thereunder and SEBI (LODR) Regulations 2015 the performance evaluation ofindividual Directors Board and its Committees was carried out.

The requisite details as required by Section 134(3) and Regulation 34of SEBI (LODR) Regulations 2015 and other applicable provisions in this regard isprovided elsewhere in this report and/ or Corporate Governance Report.

EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 an annual evaluation of performance of the Board its Committees and ofindividual Directors has been carried out.

The Nomination & Remuneration Committee evaluated performance ofthe Directors including Independent Directors for the financial year 2019-20 based on theperformance rating document submitted by individual directors and recommended its reportto the Board. Thereafter the Board reviewed performance of its own its committees and ofindividual directors including independent Directors based on the performance ratingdocument submitted by individual directors. The assessment is carried out by means of astructured questionnaire with ranking. Based on the report the Board and the Nomination& Remuneration Committee has informed that the performance of Directors includingIndependent Directors is satisfactory and they are recommended for continuation asDirectors of the Company.

The criteria for performance evaluation of the Board include aspectslike experience proper mix of qualifications skills and competencies to conduct itsaffairs effectively diversity its roles and responsibilities its functions evaluationof risks setting up of corporate culture and values conduct of board meetings and itseffectiveness corporate strategy business plans corporate performance etc. Thecriteria for performance evaluation of the Committees include aspects like structuremandate composition independence working procedures and functions of committees andeffective contribution to the board etc. The criteria for performance evaluation of theindividual Directors (including Independent Directors) include aspects likequalifications experience competency professional conduct sufficient understanding andknowledge of the entity fulfilling of functions active initiation with respect tovarious areas attendance at the meetings contribution to the company and board meetingscommitment to the Board integrity etc. In addition the performance of IndependentDirectors is evaluated on aspects such as his/her independence from the company and otherdirectors exercise of judgement and expression of opinion etc. In addition theperformance of the Chairman is also evaluated on key aspects of his leadershipdecisiveness commitment to the Board roles and responsibilities etc.

Separate Meeting of the Independent Directors

A separate meeting of the Company's Independent Directors was also heldon February 11 2020. The meeting was held to:

i. Review the performance of non-independent directors and the Board asa whole;

ii. Review the performance of the Chairperson of the Company takinginto account the views of Executive Directors and Non-Executive Directors;

iii. Assess the quality quantity and timeliness of flow of informationbetween the Company Management and the Board that is necessary for the Board toeffectively and reasonably perform their duties.

Opinion of the Board

Pursuant to the amendments in the Companies (Appointment andQualification of Directors) Rules 2014 Mrs. K. Jalayalakshmi Kumari & Mr. SridharLalpet Independent Directors of the Company have registered themselves with the Databankof Independent Directors. Mr. Venkat Motaparthy Independent Director of the Company is inthe process of registering himself with the said Databank. The Independent Directors areyet to undertake online proficiency self-assessment test wherever required conducted bythe institute notified under subsection (1) of section 150 of the Act. The Board is of theopinion that all the Independent Directors of the

Company possess integrity necessary expertise and experience forperforming their functions diligently. They also fulfilling the conditions specified inthe Act and Listing Regulations for appointment as Independent Directors and areindependent of the Management.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013the Board of Directors hereby confirm that:

a) In the preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures;

b) they have 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 and loss of the company for that period;

c) they have 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively; and

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

STOCK EXCHANGE LISTING

Presently the Equity Shares of the Company are listed on the BSELimited (BSE) and the National Stock Exchange of India Limited (NSE). The Company confirmsthat it has paid Annual Listing Fees to both the stock exchanges.

AUDITORS & AUDITORS' REPORT

Statutory Auditors

M/s. Anandam & Co. Chartered Accountants (Firm RegistrationNumber: 000125S) were appointed as Statutory Auditors of the Company from the conclusionof 17th Annual General Meeting till the conclusion of 22nd AGM ofthe Company subject to ratification of their appointment by the members at every AnnualGeneral Meeting.

The Companies Amendment Act 2017 w.e.f May 07 2018 has omitted thefirst proviso to Section 139 of the Companies Act 2013 that provided for the ratificationof appointment of the Statutory Auditors by the Members at every Annual General Meeting.Hence the appointment of Statutory Auditors shall continue to be valid until theconclusion of 22nd Annual General Meeting of the Company and accordingly nosuch item has been placed for approval of the members at this Annual General Meeting.

The Company has received audit report for both standalone andconsolidated audited financial statements of the Company for the financial year endedMarch 31 2020 from the statutory auditors M/s. Anandam & Co. Chartered Accountantsand forms part of this Annual Report. There are no qualifications reservation adverseremarks or disclaimer made by the Statutory Auditors in their Reports. However there isan emphasis of matter made by the Statutory Auditors in their report on standalone as wellas consolidated financial statements and they have stated that their opinion is notmodified in respect of this matter.

Emphasis of Matter - Standalone Financial Statements

The management of the Company is of the opinion that the investments insubsidiaries have a realizable value not lesser than the book value. Further whereapplicable the downstream investments of the respective subsidiaries are expected tocarry valuations that will not lead to any diminution in value of the Company'sinvestments. (Refer Note 5.1 of the standalone financial statements).

Emphasis of Matter - Consolidated Financial Statements

The Group has investments in convertible notes which are valued at costless impairment. The board of directors of the holding company is of the opinion thatthese entities are solvent and carry the value stated in the financial statements. (ReferNote 5.1 of the consolidated financial statements).

The statutory auditors stated in their reports that they have relied onthe same and their opinion is not modified in respect of this matter.

Internal Auditors

Your Directors have appointed M/s. Narven & Associates CharteredAccountants Hyderabad as Internal Auditors of the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and remuneration of Managerial personnel) Rules2014. M/s. B. Krishnaveni a Company Secretary in Practice was appointed to undertake theSecretarial Audit of the Company for the financial year 2019-20. The Secretarial AuditReport for financial year 2019-20 forms part of the Annual Report as Annexure 2 to theBoard's Report.

There are no qualifications reservation adverse remarks or disclaimermade by the Secretarial Auditor in her Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirm that the Company during the financialyear ended March 31 2020 has complied with all applicable mandatory SecretarialStandards issued by the Institute of Company Secretaries of India.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in the prescribed format is appended asAnnexure 3 to this Report. Annual Return as mentioned under Section 92(3) is alsoavailable on the website of the Company at https://www.ctepl.com/investors/.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read withRule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended is annexed as Annexure 4 to this report.

The information required under Rule 5 (2) and (3) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in theAnnexure 4 forming part of the Report.

Remuneration / fees to Director from wholly owned subsidiary

During FY 2019-20 provision was made towards remuneration of Mr.Aashish Kalra Chairman & CEO of the Company by Cambridge Technology Inc. USA awholly owned subsidiary company ("CT Inc") for an amount of USD 149900 (Rupees10632000/-). However CT Inc. made no payment to him.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans guarantees and investments if any made by theCompany pursuant to Section 186 of the Companies Act 2013 forms part of the financialstatements and notes to the financial statements of the Company provided in this AnnualReport.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act 2013 read with theInvestor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016 during the financial year ended 31st March 2020 there is no outstandingamount to be transferred to Investor Education and Protection Fund.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

A. CONSERVATION OF ENERGY: The operations of the Company are not energyintensive. However

adequate measures have been taken to conserve energy wherever possibleby using energy efficient computers turning of air-conditioners during weekends andnon-peak hours installing LED lights etc. The financial impact of these measures is notmaterial.

B. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION: Your Company hasneither incurred

expenditure on any research and development nor was any specifictechnology obtained from any external sources which needs to be absorbed or adapted. Henceparticulars relating to technology absorption are not applicable. The Company continue toadapt technologies that increase efficiency and improve the quality of its operations.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: The foreign exchange earned interms of actual inflows during the year and the foreign exchange outgo during the year interms of actual outflows:

(In Rupees)

Particulars Current year Previous year
31.03.2020 31.03.2019
Foreign exchange earnings 341304818 290287530
Foreign exchange outgo Nil Nil
Travel related Expenses 4029250 1962592

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the InternalStatutory and Secretarial Auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective with reference tothe financial statements during the financial year 2019-20.

The Company has in place adequate internal financial controlscommensurate with the size and needs of the business. These controls ensures the orderlyand efficient conduct of its Business including adherence to the Company's policiesidentification of areas of improvement safeguarding of its assets from unauthorized usethe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and timely preparation of reliable financial statements and / ordisclosures. Company policies guidelines and procedures provide for adequate checks andbalances and are meant to ensure that all transactions are authorized recorded andreported correctly. Also please refer details of internal financial controls/Internalcontrol systems that are provided in the Management Discussion and Analysis Report andIndependent Auditors Report on financial statements which forms part of this annualreport.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The requisite details as required by Section 177 of Companies Act 2013and Regulation 22 & 34 (3) of SEBI (LODR) Regulations 2015 is provided in theCorporate Governance Report.

The Whistleblower policy is available on the website of the Company.

Weblink: http://www.ctepl.com/pdfs/investors/Whistle Blower Policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to maintaining a productive environment forall its employees at various levels in the organization free of sexual harassment anddiscrimination on the basis of gender. The Company has framed

a policy on Prevention of Sexual Harassment in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Company has also set up an Internal Complaints Committee (ICC)for providing a redressal mechanism pertaining to sexual harassment against womenemployees at workplace.

The Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Woman at Workplace(Prevention Prohibition and Redressal) Act 2013. During the financial year 2019-20 theCompany has not received any complaints pertaining to Sexual Harassment.

RISK MANAGEMENT

The Company process is in place to ensure that all the Current andFuture Material Risks of the Company are identified assessed/quantified and effectivesteps are taken to mitigate/ reduce the effects of the risks to ensure proper growth ofthe business. Your Company has a well-defined risk management framework in place and arobust organizational structure for managing and reporting risks. For details related torisks and risk management shareholders are requested to refer to "Threats risks& concerns section" and "Internal control systems and their adequacysection" of Management Discussion and Analysis Report and Note 34 & 35 (forfinancial instruments & risk management and financial risk management) of theConsolidated and Standalone Financial Statements which forms part of annual report.

EMPLOYEE STOCK OPTION SCHEME

The details of employee stock options for the financial year ended 31March 2020 as per Section 62(1)(b) of the Companies Act 2013 read with Rule 12(9) of theCompanies (Share Capital and Debentures) Rules 2014 are given as Annexure 5 to thisreport.

There is no material change in the employee stock option scheme(s)during the year and the scheme(s) are in compliance with the regulations. Further thedisclosures pursuant to the provisions of Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 and as per Section 62(1)(b) of the CompaniesAct 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014for the financial year ended 31 March 2020 are available on website of the Company.Web-link: http://www.ctepl.com/investors/

The Certificate from the Auditors of the Company under regulation 13 ofSEBI (Share Based Employee Benefits) Regulations 2014 stating that the scheme(s) has beenimplemented in accordance with SEBI (Share Based Employee Benefits) Regulations 2014 asamended from time to time and in accordance with the resolution of the company in thegeneral meeting will be available for inspection by the members at the ensuing AGM.

CEO/CFO CERTIFICATION

Mr. Dharani Raghurama Swaroop Whole - time Director and Mr. ChirravuriSubrahmanya Leeladhar Chief Financial Officer of the Company have provided ComplianceCertificate (annexed as Annexure 6 to this report) to the Board in accordance withRegulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulations 2015 forthe financial year ended 31 March 2020.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on materiality of related party transactions and on dealingwith related party transactions is available on the website of the Company.

Web link: http://www.ctepl.com/pdfs/investors/Related partytransactions policy.pdf

All transactions entered into with Related Parties as defined under theapplicable provisions of Companies Act 2013 and Regulation 23 of the SEBI (LODR)Regulations 2015 during the year were in the ordinary course of business and on an arms'length basis and hence are not covered under the scope of Section 188(1) of the CompaniesAct 2013. However Information on transactions with related parties pursuant to section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Form AOC-2 and is enclosed as Annexure 7 to this Report. Appropriate approvals ifrequired are obtained from Board and / or Audit Committee from time to time. The auditcommittee also reviews the transactions from time to time.

During the year 2019-20 the Company had not entered into any contract/ arrangement / transactions with Related Parties (except with its wholly ownedsubsidiary(ies)) which could be considered as material in terms of Regulation 23 of theSEBI (LODR) Regulations 2015. In accordance with Ind AS disclosures on related partytransactions have been made in the notes to the financial statements which forms part ofthis annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report onCorporate Governance for the financial year ended March 31 2020 along with the Auditor'sCertificate on compliance with the provisions of corporate governance under SEBI (LODR)Regulations 2015 is forming part of the Board Report/Annual Report.

Your Company is committed to maintain the prescribed standards ofCorporate Governance and has taken adequate steps to adhere to all the stipulations laiddown in SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

Mrs. B. Krishnaveni a Company Secretary in Practice SecretarialAuditor of the company has certified that the conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015have been complied by your Company and her certificate is annexed as Annexure 8 to thisReport.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company has constituted a CorporateSocial Responsibility Committee comprising of following Directors:

1. Mr. Dharani Raghurama Swaroop Whole - time Director - Chairman ofthe Committee

2. Mr. Venkat Motaparthy Independent Director - Member of theCommittee

3. Mrs. K Jayalakshmi Kumari - Member of the Committee

The CSR Policy of the Company as recommended by CSR Committee andapproved by the Board of Directors of the Company is available on website of the companyi.e. https://www.ctepl.com/investors/. The objective of framing the CSR Policy of theCompany is to ensure that the Company operate its business in an economically socially& environmentally sustainable manner by enhancing the quality of life & economicwellbeing of the society in fulfillment of its role as a Socially Responsible Corporate.

Decision on non-applicability of CSR

The company declared the following in the Annual Report for the FY2017-18 under Corporate Social Responsibility section:

"Your Company does not have the net worth of Rs. 500 Crore ormore or turnover of Rs. 1000 Crore or more but it has a net profit of more than Rs. 5Crores as at the end of the 31st March 2017. Section 135 of the Companies Act2013 relating to Corporate Social Responsibility is applicable to your Company from thefinancial year 2017 - 18. Hence the Board of Directors of the Company has constituted aCorporate Social Responsibility Committee comprising of following Directors: 1.Mr. DharaniRaghurama Swaroop Whole - time Director - Chairman of the Committee 2.Mr. VenkatMotaparthy Independent Director - Member of the Committee 3.Mrs. K Jayalakshmi Kumari -Member of the Committee The CSR Policy of the Company as recommended by CSR Committee andapproved by the Board of Directors of the Company is available on website of the companyi.e. www.ctepl.com."

The Report on Corporate Social Responsibility containing particulars asper the provisions of Section 135 read with the Companies (Corporate SocialResponsibility) Rules 2014 was also enclosed as Annexure '9' forming part of the saidReport."

The Board in its meeting dated February 11 2020 noted that the Net -Profit before tax for the financial year ended March 31 2017 considered was 73102.88thousand i.e. after taking into account exceptional items and

it was wrongly concluded that CSR provisions were applicable from FY2017-18. The Exceptional Items represented goodwill amortised during the year 2015-16 andreversed during FY 2016-17 on account of approval of Scheme of Capital Reduction. Hencethe Management of the Company is under an opinion that the Profit before exceptional itemsand tax shall be considered which is around Rs. 48674.38 thousands and which is below thelimits of Rupees 5 Crores i.e. threshold for applicability of CSR provisions.

The Board further noted that the provision made for diminution in valueof investment for the year 2017 is related to the Investments made in 100% wholly ownedforeign subsidiary and it cannot be provided with such diminution of investment in Holdingcompany as long as the same effect is given to the corresponding Share Capital ofsubsidiary company. As the effect of other leg is not justified the above provision wasno longer required in the holding company and hence the same will not attract as anaddition in computing the profits u/s 198 of the Companies Act 2013. The resultant NetProfit without considering diminution in the value of Investment was Rs. 48674.38thousands which is below the threshold limit for applying the CSR provisions to thecompany.

Considering the above the Board noted that the CSR criteria is notapplicable to the Company from the FY 201718. As the company inadvertently made applicablethe CSR provisions from the FY 2017-18 It was proposed to the Committee and the Board toreconsider the above and to decide on the non-applicability of CSR and its relatedprovisions to the Company. Hence the Board on recommendation of the CSR Committee inits meeting dated February 11 2020 passed a resolution to the effect that the CorporateSocial Responsibility provisions i.e. Section 135 of the Companies Act 2013 read withthe rules made thereunder and other applicable provisions in this regard are notapplicable to the Company from the FY 2017-18 as the Net Profit as per section 135 of theCompanies Act 2013 as at the end of March 31 2017 is below rupees five crore and alsothat this resolution supersedes all the earlier resolutions passed by the Board andCorporate Social Responsibility Committee in compliance with Section 135 of the CompaniesAct 2013 read with the rules made thereunder.

However the Report on Corporate Social Responsibility is enclosed asAnnexure '9' forming part of this Report.

Also your company does not have net worth of rupees five hundred croreor more or turnover of rupees one thousand crore or more or a net profit of rupees fivecrore or more for the financial year ended March 31 2018 March 31 2019 & March 312020.

GENERAL

Due to the Covid 19 situation there have been several restrictionsimposed by the Governments across the globe considering public health and safety measuresduring March 2020. Based on the current indicators of economic conditions the companyexpects to recover the carrying amount of all its assets. In developing the assumptionsrelating to the possible future uncertainties in the global economic conditions because ofthis pandemic the Company as at date of approval of the financial statements has usedInternal and external sources of information including credit reports related informationand economic forecasts. The actual impact of the COVID-19 pandemic may be different fromthat estimated as at the date of approval of these standalone financial results and thecompany will continue to closely monitor any material changes to the economic conditionsin the future.

Your Directors further state that no disclosure or reporting isrequired in respect of the following items as there were no transactions on these itemsduring the year under review:

a. The Company has neither accepted nor renewed any deposits from thepublic or otherwise in terms of Section 73 of the Companies Act 2013 read with the rulesmade thereunder and as such no amount on account of principal or interest thereon ondeposits from public was outstanding as on the date of Balance Sheet.

b. There is no issue of equity shares with differential rights as todividend voting or otherwise.

c. There were no significant or material orders passed by theRegulators Courts or Tribunals which impact the going concern status and Company'soperations in future.

d. There were no material changes and commitments affecting financialposition of the company between 31st March 2020 and the date of this Board'sReport.

e. The Auditors have not reported any matter under Section 143(12) ofthe Companies Act 2013 and therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.

f. Maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 is not required by theCompany and accordingly such accounts and records are neither made nor maintained.

g. Pursuant to the SEBI (Share Based Employee Benefits) Regulations2014 and the Company's Employee Stock Option Scheme 2011 & Employee Stock OptionScheme 2015 the Company during the year 2015 - 16 has granted employee stock optionsthrough a trust set up for the same. The shares purchased by the trust for the saidschemes are held by the trustee(s) for the benefit of the employees and are transferred toemployee(s) when the employee(s) exercise the vested option. Also the said trust is a non- promoter and non - public shareholder and it is herewith not exercising its votingrights. Hence pursuant to Section 67(3) read with Rule 16(4) of the Companies (ShareCapital and Debentures) Rules 2014 the disclosures in respect of voting rights notexercised directly by the employees in respect of shares to which the scheme relates to bemade in the Board's report is not applicable.

APPRECIATIONS & ACKNOWLEDGEMENTS

Your Directors look to the future with confidence. Your Directors wishto express their appreciation for the valuable support and co-operation received fromcustomers vendors investors lenders business associates and bankers for theircontinued support during the year. The Directors also thank the State GovernmentsGovernment of India Governments of various countries other Government Departmentsparticularly Ministry of Electronics and Information Technology the Ministry of Commercethe Ministry of Finance the Ministry of Corporate Affairs the Income Tax DepartmentReserve Bank of India and other government agencies for their support and looks forwardto their continued support. Your Directors are especially indebted to employees of theCompany and its subsidiaries at all levels who through their dedication co-operationsupport and dynamic work have enabled the company to achieve rapid growth. The Board alsowishes to place on record their appreciation of business constituents like SEBI BSE NSENSDL CDSL etc. for their continued support for the growth of the Company. Your Directorsseek and look forward to the same support during the future years of growth.

For and on behalf of the Board of Directors

Sd/- Sd/-
Hyderabad Dharani Raghurama Swaroop K Jayalakshmi Kumari
June 22 2020 Whole - time Director Independent Director
DIN:00453250 DIN: 03423518

S

To the Members

The Directors have pleasure in presenting before you the 24th Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2020.

FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:

The performance during the period ended 31st March 2020 has been as under

(Rs. In Lakhs)

Particulars Year ending 31st March 2020 Year ending 31st March 2019
Net Income 7616.43 7514.77
EBIDTA 846.97 547.48
Less: Interest 452.97 160.21
Less: Depreciation 146.70 147.69
Profit/Loss before Tax 247.30 156.54
Tax expenses 42.32 78.79
Profit/Loss After Tax 204.99 80.78
Profit/Loss Available for Appropriation 208.42 82.13
Appropriations
- General Reserves 0.00 0.00
Balance Carried Forward to Balance Sheet 208.42 82.13

Oriental's marble processing facilities are based at Greater Noida near Delhi inNational Capital Region Gumidipoondi near Chennai and Singur near Kolkata in WestBengal. All the three facilities are fully integrated processing facilities equipped withstate-of-the-art machineries namely Gangsaws automatic Resin Lines with robotic feedsimported from SEI Italy one of the pioneers and leaders in manufacturing machineries forthe marble industry imported automatic Line Polishers and imported Grinding Machines.Thus ensuring that the marble processed by Oriental Trimex is similar to the quality ofmarble processed in Europe and elsewhere.

Marble supplied by Oriental is preferred by well known architects major corporate inthe building and construction industry hotels hospitals shopping malls commercialretail and residential projects. Oriental has procured processed and supplied marble tothe major developers contractors hotels and institutional buyers in the Northern regionincluding the Delhi NCR Southern Region including Bangalore and Chennai and the EasternRegion including Kolkata.

Company is presently operating with its own Sales and Marketing Outlets includingfactories at Greater Noida Chennai and Kolkata for meeting growing demand of ImportedMarble. Company is the only processor and supplier of Imported Marble having a PAN IndiaPresence.

Company has its own team of qualified and experienced Marketing staff at all itslocations headed and controlled by your Managing Director.

Business performance of the company is directly related with real-estate sector &infrastructure which has started reviving now. Despite this the revenue of the companyincreased by 2.96% in comparison to previous year. The profit of the company before tax isRs. 247.30 Lacs (last year Rs. 156.54 lacs).

CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business of the Company during the year underreview.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT;

There is no such material change and commitment.

DIVIDEND

In view of conservation of financial resources of the Company your Directors do notrecommend any dividend for the financial year under review. TRANSFER TO RESERVE

The Board does not recommend to transfer any amount to the reserve. SHARE CAPITAL

During the year under review your there are no change in share capital of the Company.

BOARD MEETINGS

The Board of Directors duly met six times during the year on 03.04.2019 22.04.201930.05.2019 14.08.2019 14.11.2019 and 12.02.2020 in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose. DIRECTOR AND KEY MANAGERIAL PERSONNEL

Mr. Aditya Gupta was appointed as Non-executive Independent Director on the Board ofthe Company w.e.f. 30.05.2019.

Mr. Nitin Dubey appointed as Company Secretary & Compliance and resigned as CompanySecretary & Compliance Officer of the Company w.e.f close of the business hours of 15thNovember 2019.

Mrs. Savita Punia Director DIN: 00010311 retired by rotation and offered herself forre-appointment at the ensuing Annual General Meeting. DECLARATION FROM INDEPENDENTDIRECTORS ON ANNUAL BASIS The Company has received a declaration from Mr. Vivek Seth Mr.Jitendra Surendra Gupta and Mr. Aditya Gupta Independent directors of the company to theeffect that they are meeting the criteria of independence as provided in Sub-section (6)of Section 149 of the Companies Act 2013.

VIGIL MECHANISM AND COMPOSITION OF AUDIT COMMITTEE Vigil Mechanism Policy has beenestablished by the Company for directors and employees to report genuine concerns pursuantto the provisions of section 177(9) & (10) of the Companies Act 2013. The AuditCommittee is comprised of following members.

Name of Director Designation Nature of Directorship
Mr. Jitendra Surendra Gupta Chairman Non-Executive Independent
Mr. Vivek Seth Member Non-Executive Independent
Mr. Rajesh Punia Member Managing Director

DIRECTOR'S RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors had 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 profit and loss of the company for that period;

(c) The Directors had 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 had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

STATUTORY COMPLIANCE

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects. SUBSIDIARIES JOINT VENTURESASSOCIATES COMPANY The Company has not any Subsidiaries Associates or Joint VenturesANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure-I.

STATUTORY AUDITORS

M/s. S. Agarwal & Co Chartered Accountants (Firm Registration No. 000808N) wereappointed as Independent Auditors of the Company in the AGM held on 28thSeptember 2019 to hold office from 15th November 2019 to the date of ensuingAGM.

The Board based on recommendation of the Audit Committee recommended the appointmentof M/s S. Agarwal & Co. Chartered Accountants (Firm Regn. No. 000808N) as IndependentAuditors of the Company to hold office from conclusion of 24th AGM tillconclusion of 29th AGM of the Company. Accordingly a resolution seekingMembers' approval for the appointment of the Independent Auditors is included in theNotice convening the Annual General Meeting.

The Statutory Auditors M/s. S. Agarwal & Co Chartered Accountants have confirmedthat their appointment if made will be in accordance with Section 139 of the CompaniesAct 2013 and they satisfy the criteria laid down in Section 141 of the Companies Act2013.

The Auditors' Report for Financial Year 2019-20 forms part of the Annual Report anddoes not contain any qualification reservation or adverse remark. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial Audit Report as provided by M/s. Deka & Associates (COP14720)Practicing Company Secretaries is annexed to this Report as Annexure-II

MAINTENANCE OF COST RECORDS

Company have maintained the books of accounts pursuant to the rules made by the centralgovernment for the maintenance of cost records under section 148(1) of the Companies Act2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE

OUTGO:

Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is given in Annexure-III to thisreport.

DETAILS RELATING TO DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec. 73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS: During the period underreview there were no significant and material orders passed by the regulators or Courts orTribunals impacting the going concern status and the company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment.

The internal audit function is adequately resourced commensurate with the operations ofthe Company and reports to the Audit Committee of the Board. INSURANCE

The properties and assets of your Company are adequately insured. PARTICULARS OF LOANSGUARANTEES OR INVESTMENTS The company has not given loans Guarantees or made anyinvestments during the year under review.

RISK MANAGEMENT POLICY

Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well structured riskmanagement process.

CORPORATE SOCIAL RESPONSIBILTY POLICY

Since your Company does not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis.

BOARD EVALUTION

Pursuant to the provision of the Companies Act 2013 and SEBI (Listing ObligationsDisclosure Requirement) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its various Committees. The manner in which the evaluation has been carriedout is explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & RemunerationCommittee has approved a policy for selection appointment & remuneration ofDirectors Key Managerial Personnel (KMP) and Senior Management employees of the Company.The said policy is enclosed as a part of this report as Annexure - IV.

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) AND PARTICULARS OFEMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Companyis furnished hereunder:

(i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year &

(ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.

Sl. Name No. Category Ratio/Times per Median of employee remuneration % Increase in remuneration
1. Mr. Rajesh Punia Managing Director 6.00 NIL
2. Mrs. Savita Punia Whole Time Director 6.00 NIL
Mr. BK Lakhanpal Non-Executive Director - NIL
3. Mr. Jitendra Surendra Gupta Independent Director - NIL
4. Mr. Vivek Seth Independent Director - NIL
Mr. Aditya Gupta Independent Director - NIL
5. Mr. Om Prakash Sharma Chief Financial Officer 3.96 26

The Non-Executive Directors are paid only sitting fees for attending meeting of theBoard of Directors and the Committees constituted by the Board.

(iii) The number of permanent employees on the rolls of Company.

Thirty Four

(iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

NIL

(v) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is inaccordance with the remuneration policy of the Company.

LISTING WITH STOCK EXCHANGES:

The shares of the Company are listed on National Stock Exchange Limited (NSE) andBombay Stock Exchange Limited (BSE). The Company has paid the Annual Listing Fees for theyear 2019-2020 to the Stock Exchange where the Company's Shares are listed.

CORPORATE GOVERNANCE:

The Company adheres to the requirements set out by the Securities and Exchange Board ofIndia's Corporate Governance Practices and has implemented all the stipulationsprescribed. As per Schedule-V of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 a separate section of Corporate Governance together with certificate ofStatutory Auditor confirming compliance with the requirements of corporate governance formpart of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Management Discussion and Analysis Report is enclosedas a part of this report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.

PARTICULARS OF EMPLOYEES:

Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company. EMPLOYEE RELATIONS:

Oriental aims at adopting the best practices for accomplishing competitive advantagethrough people and building profits by putting people first. It endeavors to devisestrategies to attract the best talent and to ensure their retention by building trust andencouraging loyalty in them. We believe that to build a sound and growing business in adifficult and complex industry employees are vital to the Company. Their skillsknowledge ideas and enthusiasm drive our business. We have also achieved this by givingthem development and advancement opportunities along-with competitive compensations andbenefits that appropriately reward performance. Pay revisions and other benefits are alsodesigned in such a way to compensate for good performance of the employees of the company.The talent base of your company has steadily increased and your company has created afavorable work environment which encourages innovation and meritocracy. The Company hasalso set up a scalable recruitment and human resource management process which enables usto attract and retain high caliber employees.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN INWORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2013

The Company has not appointed any woman employees from last several years thereforecompany has not constituted Internal Complaints Committee under Sexual Harassment of Womenin Workplace (Prevention Prohibition & Redressal) Act 2013.

ACKNOWLEDGMENTS & APPRECIATIONS

The Board places on record its appreciation for the continued co-operation and supportextended to the Company by the Banks Stock Exchanges NSDLCDSL. The Board wishes toexpress its grateful appreciation for the assistance and co-operation received fromvendors customers banks financial institutions Central and State Government bodiesauditors legal advisors consultants dealers retailers and other business associates.

The Board deeply acknowledges the trust and confidence placed by the consumers of theCompany and above all the shareholders.

The Board of Directors would particularly like to place on record its appreciation forthe dedicated efforts of the employees at all levels.

Four & behalf of the Board of Directors

Sd/= Sd/=
Rajesh Punia Savita Punia
Place: New Delhi Managing Director Whole Time Director
Date:04.09.2020 (DIN No.00010289) (DIN No.00010311)

a?

To

The Members

Your Directors are pleased to present their Report on the business and operations ofyour Company along with the Audited Financial Statements (Standalone and Consolidated) forthe financial year ended March 31 2020.

Financial Results

(R in million* except per share data)

Standalone

Consolidated

FY 2020 FY 2019 FY 2020 FY 2019
Income
Revenue from Operations 23814 21964 52257 47855
Other Operating Income 97 - 97 312
Other Income 1159 427 869 445
Total Income 25070 22391 53223 48612
Expenses
Operating Expenses 18849 18337 45189 43756
Finance cost 667 116 1031 406
Depreciation and amortisation expense 2154 972 3300 1968
Total expenses 21670 19425 49520 46130
Profit before exceptional items and tax 3400 2966 3703 2482
Exceptional items - - 211 -
Profit Before Tax and after exceptional items 3400 2966 3492 2482
Income Tax expense 882 661 1436 718
Profit for the period 2518 2305 2056 1764
Less: Non-controlling interest - - (37) 8
Add: Balance brought forward from Previous Year 10448 8394 8223 7114
Add/(Less): Adjustments and appropriation
Adjustments during the year (586) - (651) (412)
Dividends (469) (208) (469) (208)
Dividend Distribution Tax (96) (43) (96) (43)
Balance Carried Forward 11815 10448 9026 8223
Earning per equity share [nominal value per share Rs.10/- each]
(a) Basic (for the period - not annualised) 120.72 110.68 96.85 85.08
(b) Diluted (for the period - not annualised) 120.66 110.52 96.79 84.96

*(1 million = R 10 lakhs)

The Standalone and Consolidated Financial Statements for the year ended March 31 2020have been prepared in accordance with the Companies (Indian Accounting Standards) Rules2015 (Ind AS) and Companies (Indian Accounting Standards) Amendment Rules 2016 asprescribed under Section 133 of the Companies Act 2013 and other recognized accountingpractices and policies to the extent applicable.

The financials for the year under review are not comparable with the reportedfinancials of the previous year due to following reasons:

• On November 28 2019 your Company entered into a definitive agreement for saleof its India Domestic Customer Relationship Management (CRM) Business with AltruistTechnologies Private Limited. The transaction has been concluded on January 31 2020.

• Your Company adopted the Indian Accounting Standard 116 on Leases (Ind AS 116)notified by the Ministry of Corporate Affairs with the date of initial application beingApril 1 2019. Ind AS 116 replacing the earlier lease standard Indian Accounting Standard17 on Leases (Ind AS 17) and related interpretation and guidance.

• Your Company has applied Ind AS 116 using the modified retrospective approachunder which the cumulative effect of initial application is recognized in retainedearnings at April 12019. As a result the comparative information has not been restated.

Operating Performance

On a Consolidated basis your Company registered a strong performance during thefinancial year ended March 312020. Compared to the previous financial year revenues fromOperations and Other Operating Income increased by 8.7% from R 48167 million to R 52354million. Of the growth over FY 2019 1.9% is on account of exchange variations. While theorganic growth was 9.5% the reported growth is lower on account of the sale of the IndiaDomestic business in January 2020 and the sale of the contracts relating to the GuidePointbusiness in December 2018. The Company saw strong growth in revenues across all verticalsespecially healthcare and telecom & technology.

EBITDA (Earnings Before Interest Taxes Depreciation and Amortization) excluding OtherIncome grew 62.4% from R 4411 million to R 7165 million. This growth in EBITDA waspartly due to adoption of Ind AS 116 of R 1788 million improvement in performance ofhealthcare business improvement of the business in Canada and improvement in theperformance of the India Domestic CRM business during the period April 2019 to January2020.

Other Income during FY 2020 rose by 95.3% from R 445 million to R 869 million. Thisincrease is on account of foreign exchange variations increase in interest on treasurysurplus and income from sale of SEIS scrips.

PAT (Profit after Tax) for FY 2020 increased from R 1764 million to R 2056 millionan increase of 16.6%. This increase is despite a rise in depreciation and interest onadoption of Ind AS 116. The increase in depreciation is also due to accelerateddepreciation of assets of some of the delivery sites/ centres which were closed due toadverse business conditions. Exceptional items of R 211 million are due to impairment ofgoodwill and intangibles (customer relationships) of HGS Axis Point Health LLC.

Standalone financials comprise the financials of the Company in India and its branch inPhilippines. On a Standalone basis revenues from Operations in FY 2020 grew by 8.9% fromR 21964 million to R 23911 million. This revenue growth has to be seen in the context ofthe sale of India Domestic CRM business in January 2020.

Increase in 'Other Income' was on account of foreign exchange variations increase ininterest on treasury surplus and loans given and income from sale of SEIS scrips.

EBITDA for FY 2020 increased by 39.6% from R 3627 million to R 5062 million. Thisincrease is partly on account of adoption of Ind AS 116 (Rs 1402 million) and improvedperformance of India and Philippines.

PAT in FY 2020 grew by 9.2% from R 2305 million to R 2517 million despite increasein depreciation and interest due to adoption of Ind AS 116.

A review of the Financial and Operating Performance of your Company and its keysubsidiaries have been given in the 'Management Discussion and Analysis' section whichforms part of this Report as Annexure ‘E'.

Other financial highlights:

• Cash flow from operations and after working capital changes: R 8886 million inFY 2020 as compared to R 1705 million in FY 2019 an increase of 421.3%;

• CAPEX: R 1176 million in FY 2020 as compared to R 1940 million in FY 2019;

• Gross Debt (exclusive of finance lease liability) of R 6042 million as at March312020 as compared to R 5911 million as at March 312019 i.e. an increase of R 131million during the year;

• Net Worth: R 17318 million as at March 312020 as compared to R 16512 millionas at March 31 2019 an increase of 4.9%.

Revenue Summary:

• Revenue by Origination Geography - US 70.8%. Canada 11.0%; UK & Europe:6.1% India: 9.3% and others 2.8%.

• Revenue by Verticals - Healthcare: 53.5%; Telecom and Technology: 15.7%;Consumer: 10.6%; Banking and Financial Services: 8.8% and Others: 11.4%.

Business Highlights:

• Client Wins: 59 new clients overall

• Active Clients: 221 core BPM clients and 686 Payroll processing HRO and F&Aclients

• Delivery Centres: 61 global delivery centres across seven countries at the endof the FY 2020

• Employee Headcount: 37460 as on March 312020; of which India: 48.3%Philippines: 25.0% USA: 9.6% Canada: 7.4% Jamaica: 6.9% and UK: 2.9%.

Sale of India Domestic Business

On November 28 2019 your Company entered into a definitive agreement for sale of itsIndia domestic Customer Relationship Management ("CRM") business with AltruistTechnologies Private Limited. The business which was operated as a division of yourCompany has been sold under a slump sale for a consideration of INR 400 million. YourCompany has completed this sale transaction on January 31 2020.

The sale of the India Domestic CRM Business resulted in reduction of 9 deliverycentres around 7000 employees and 32 clients.

Dividend

Three Interim Dividends aggregating to R 20/- per equity share of R 10/- each for thefinancial year 2019-20 were declared by the Board of Directors on August 5 2019

November 112019 and February 7 2020 and have been duly paid. The Board of Directorsdid not recommend a final dividend. Thus the total dividend for the financial year endedMarch 31 2020 remains R 20/- per equity share (200% on face value of R 10/- each).

Business Review

Today's business environment and landscape are being transformed by many technologicalchanges and consumer behavior trends. The cumulative effects of these changes are creatinga systemic impact on the market place giving consumers more choices and options.Businesses are constantly looking to identify the right emerging trends and the attendantsolutions so that they can differentiate from the competition.

To compete better in the market place many firms are adopting and positioning theirbusinesses based on their own customer experiences and feedback. They are changing theway their business functions and leaning towards value-driven and technology-ledoutsourcing model and are looking towards the Business Process Management (BPM) servicesfirms to help them generate value. From a vendor perspective BPM companies are investingin technology-led solutions to offer new service offerings business models and alternatedelivery channels.

The global BPM spending between 2017-2022 will see a CAGR of 5.1% to reach $206.7billion in 2022 according to Gartner. Traditional BPO services led by voice will continueto dominate; however BPaaS is growing significantly and will likely account for 30% ofthe spend in 2022. The Indian BPM industry continues to show steady growth and isestimated to have grown by 8.2% to reach US$38 billion in revenue in FY2020 accountingfor ~38% of global BPM sourcing.

Detailed information pertaining/relating to Business Review has been provided in the'Management Discussion and Analysis' section which forms part of this Report as Annexure‘E'.

Key Subsidiaries

HGS International Mauritius a wholly-owned subsidiary of your Company is primarilyengaged in investment activity. HGS International owns 100% of the share capital ofHinduja Global Solutions Inc. USA C-Cubed N.V. Curacao Hinduja Global Solutions EuropeLtd. UK HGS St. Lucia Ltd. Saint Lucia and Hinduja Global Solutions MENA FZ- LLCDubai. HGS International jointly with Hinduja Global Solutions UK Limited owns 100% ofthe share capital of HGS AxisPoint Health LLC.

HGS International holds 76% of share capital of Hinduja Global Solutions UK Ltd whilethe balance 24% is held by Hinduja Global Solutions Europe Ltd. UK.

Revenue for FY 2020 was US$ 1.4 million as compared to US$ 1.6 million for FY 2019.

Hinduja Global Solutions Inc. USA (HGS Inc) HGS Inc. a wholly-owned subsidiary ofHGS International Mauritius specializes in marketing and providing of both voice andnon-voice related Customer Contact and Business Process Outsourcing services to itsclientele. It's wholly-owned subsidiaries are HGS (USA) LLC HGS Canada Inc. HGSHealthcare LLC HGS Colibrium LLC and HGS EBOS LLC.

The Consolidated Revenue was US$ 573.3 million for FY 2020 as compared to US$ 506.7million in FY 2019.

HGS (USA) LLC a wholly-owned subsidiary of HGS Inc. USA operates in four cities inthe US. It partners with Fortune 1000 companies and Government agencies to providecomprehensive Customer Relationship Management programs in the verticals of consumer goodsand services e-commerce telecom media and travel and logistics. HGS (USA) LLC also subcontracts work to HGS India its branch in the Philippines and to Jamaica.

For FY 2020 it recorded revenues of US$127.3 million as against revenue of US$ 104.7million in FY 2019.

HGS Healthcare LLC is a wholly-owned subsidiary of HGS (USA) LLC and rendersbusiness process management services to healthcare clients primarily in the PayerSegment. HGS Healthcare renders services from three cities in the US as well as subcontracts work to HGS India its branch in Philippines and to Jamaica.

For FY 2020 it recorded revenue of US$ 316.3 million as compared to US$ 272.6 millionin FY 2019.

HGS EBOS LLC is a wholly-owned subsidiary of HGS Inc. and renders business processmanagement services to healthcare clients primarily in the Provider Segment. HGS EBOSrenders services in USA as well as sub contracts work to HGS India its branch inPhilippines and Jamaica.

For FY 2020 it recorded revenues of US$ 45.8 million as compared to US$ 48.4 millionin FY 2019.

HGS Colibrium LLC (earlier HGS Colibrium Inc) is a wholly owned subsidiary of HGSInc. and renders platform-based services to help health insurance companies enrollcustomers. It also offers healthcare related technology support services to HGS HealthcareLLC HGS EBOS LLC and their clients.

For FY 2020 HGS Colibrium LLC recorded revenues of US$ 5.1 million as compared to US$3.8 million in FY 2019.

HGS Canada Inc. a wholly-owned subsidiary of HGS Inc. USA is a Canadian ContactCenter service provider servicing marquee customers across verticals such as MediaTelecom Technology and Logistics. HGS Canada offers technical support inbound andoutbound sales customer care and customer retention in English and French languages.

For FY 2020 it recorded revenue of CAD 107.7 million as compared to revenue of CAD105.7 million in FY 2019.

Hinduja Global Solutions Europe Ltd. is the UK-based wholly owned subsidiary of HGSInternational Mauritius focusing on providing consulting services for BPM call centerservices and offshoring services to UK-based clients. It owns 24% stake in Hinduja GlobalSolutions UK Ltd. and 100% stake in HGS France SARL France a non-operating company.

For FY 2020 it recorded revenue of GBP 2.7 million as compared to GBP 2.5 million inFY 2019.

Hinduja Global Solutions UK Ltd. is a leading contact center company with centers inLondon Preston Liverpool and Selkirk (Scotland). It offers a range of services forinbound and outbound interactions to marquee customers across verticals such asgovernment FMCG financial services and retail.

For FY 2020 it recorded turnover of GBP 35.3 million as compared to GBP 32.9 millionin FY 2019.

HGS St. Lucia Ltd. Saint Lucia is the holding company of Team HGS Ltd. Jamaica.

Team HGS Ltd. Jamaica began call center operations in FY 2013 at Kingston andcontinues to show strong performance. It services local Jamaican clients as well as USclients from healthcare and other verticals.

Revenue for FY 2020 was Jamaican Dollars 4860.9 million compared to Jamaican Dollars3877.6 million in FY 2019.

Hinduja Global Solutions MENA FZ-LLC: It has an office in Dubai Internet City with theobjective to build sales pipeline and provide technology-based support services to otherHGS entities.

In FY 2020 it recorded revenues of AED 7.4 million as compared to AED 1.4 million inFY 2019.

HGS AxisPoint Health LLC: The share capital of this company is held by HGSInternational Mauritius (51%) and Hinduja Global Solutions UK Ltd. (49%).

HGS AxisPoint Health LLC through its CarePoint division is engaged in providing caremanagement services and case management programs that provide quantified results forpayers and their members with predictive intelligence laser-focused targeting pulsedinterventions and a digital health experience.

For FY 2020 it recorded revenue of US$ 15.9 million as compared to US$ 30.8 million inFY 2019.

HGS Digital LLC (formerly known as Element Solutions LLC): Hinduja Global Solutions UKLtd. was holding 71.33% in HGS Digital LLC USA as on March 31 2020 while the balance28.67% was held by its Founders.

On August 3 2020 Hinduja Global Solutions UK Limited acquired an additional 14.33%equity interest in HGS Digital LLC USA. After this acquisition Hinduja Global SolutionsUK Limited's equity interest in HGS Digital LLC has increased to 85.66% and balance areheld by its Founders.

The Company is engaged in providing digital marketing services digital consultingservices as well as cloud migration and cloud monitoring services.

For FY 2020 it recorded revenue of US$ 18.4 million as compared to US $ 15.5 millionin FY 2019.

Pursuant to Section 129(3) of the Companies Act 2013 a statement containing thesalient features of financial statements of your Company's subsidiaries in Form AOC- 1 isattached to the financial statements of your Company.

Further pursuant to Section 136 of the Act the financial statements of your Companyconsolidated financial statements along with relevant documents and separate auditedaccounts in respect of subsidiaries as may be applicable are available on the website ofCompany (www.teamhgs.com).

Particulars of Loans Guarantees and Investments

Particulars of Loans Guarantees and Investments as per Section 186 of the CompaniesAct 2013 have been disclosed in this Annual Report as a part of the Notes to thefinancial statements.

Share Capital

During the financial year there was no change in the Authorized Share Capital of theCompany. As on March 31 2020 the Authorized Share Capital of the Company was R276500000/- divided into 27500000 Equity shares of R 10/- each and 150000 1%Participatory Redeemable Non-Cumulative Preference Shares of R 10/- each.

During the financial year your Company issued / allotted 26989 Equity shares of 10/-each under ESOP Schemes (i.e. ESOP 2008 and ESOP 2011) pursuant to exercise of stockoptions by eligible employees. Consequently the issued subscribed and paid up capital ofyour Company has increased from 20838944 equity shares to 20865933 equity shares ofR 10/- each aggregating to R 208.66 Million as on March 31 2020.

During the financial year your Company has not issued shares with differential votingrights and sweat equity shares.

Further no amount is proposed to be transferred to the General Reserves of yourCompany out of the profits for the year.

Credit Rating

As on March 31 2020 your Company has a long-term rating of CRISIL A+ and short-termrating of CRISIL A1+.

Investor Education and Protection Fund (IEPF)

The detailed information pertaining/relating to IEPF has been provided in the'Corporate Governance Report' section which forms part of this Report as Annexure‘C'.

Communications and Public Relations

Your Company continued to grow its brand position in the global market during FY2020.Globally and primarily in the US your Company has established itself as an industryleader with an 18.3% media share of voice - an almost 8% year over year increaseaccording to an independent report by Apollo Research (April 2020).

In India your Company continues to leverage media and social media as a key channel toenhance visibility and thought leadership amongst key stakeholders including investorsemployees and government. Focus areas include driving the transformation message businessgrowth HR trends led by technology our community efforts etc.

With your Company's Executive Director (Whole-time Director) and Global CEO Mr. ParthaDeSarkar becoming the Nasscom BPM Council Chairperson in FY2020 your Company has beenamongst the leading voices in the industry on everything related to the BPM sector. Theannual Investor Meet is another key channel that is helping increase awareness andengagement with investors and communicate HGS' perspectives to the market.

With the development of the COVID-19 global health crisis and so many large BPOpublicly struggling due to weak highly-leveraged balance sheets your Company isre-emphasizing its unique position of financial strength leveraging the company's robustclient portfolio very little debt and strong backing by parent Company Hinduja Group inpress releases blog posts and social media content.

In FY 2020 your Company focused on expanding its presence share of voice and verticalexpertise in healthcare. From a PR perspective your Company saw significant increase incoverage year-over-year in this key vertical including in influential healthcare outletssuch as Managed Healthcare Executive Health IT Outcomes Healthcare Business Today andElectronic Health Reporter.

Your Company launched the new HGS Digital brand in FY 2020 enabling the Company todouble down on its customer experience (CX) messaging. To that end your Company launchedthe new Better CX digital ad campaign to establish the brand among key c-suite audiencesincluding CIOs CXOs and CMOs.

The campaign has ensured that HGS CX messaging reaches all key demographic of buyersand elevates the Company's profile while securing qualified leads. The brand launch wasaugmented with a still-ongoing media relations campaign to create awareness and mindshareamong key audiences.

Your Company has also been featured in key outlets such as Forbes.com The EconomicTimes Yourstory Business Standard Moneycontrol etc. as well as influential tradeoutlets like MarTech Advisor Tech Talks Daily and Business2Community. These key mediaplacements have consisted of proactive thought leadership messaging in the form ofcontributed content quotes from your Company's leadership podcast interviews and guestcolumns that enhance your Company's industry awareness and position your Company'sexecutives as leading experts in their field.

Your Company is especially proud of its work in enabling an inclusive and transparentculture at the workplace through its internal communications. Your Company leveragesvarious communication platforms - both online and offline - to share views and news andholds interactive conversations with your Company's employees globally. With an objectiveto further enhance the Employer of Choice brand your Company organized several townhallsevents campaigns contests awareness camps and other fun engagement activities to builda more cohesive teamhgs.

Corporate Social Responsibility (CSR)

As a socially responsible corporate entity the CSR initiatives of your Companycontinues to aim at the overall development of the Society with a major thrust onupliftment of the economically and socially weaker communities of the society. Towardsachieving such objectives CSR initiatives/ activities undertaken by your Companyessentially focus on following core areas: Healthcare Education and CommunityDevelopment. CSR projects for honing the vocational skills of the youth and of thedifferently abled are also undertaken with the objective of enhancing their employmentopportunities and livelihood.

Your Company would continue to carry out CSR activities in the aforementioned areas andwill undertake CSR activities as specified in Schedule VII to the Companies Act 2013including any amendment to the said Schedule.

During the year your Company had won three CSR awards: CSR Project of the Year awardfor 'Advanced Mobile Health Unit (AMHU) Project' and Best CSR Practice Award for'Voluntary initiatives across the cities' at the UBS Corporate Social ResponsibilitySummit & Awards and the 'Best Work Place Practice' award for HGS' volunteeringpractices at the ET Now - World HRD Congress Awards 2020.

The Corporate Social Responsibility Committee ("CSR Committee") of yourCompany as at March 31 2020 consisted of following Members:

• Mr. Anil Harish (DIN: 00001685) Independent Director - Chairman

• Mr. Sudhanshu Tripathi (DIN: 06431686) NonExecutive Non-Independent Director -Member (with effect from September 30 2019)

• Mr. Partha DeSarkar (DIN: 00761144) Executive Director (Whole-time Director) -Member (with effect from September 30 2019)

Mr. Rajendra P. Chitale and Mr. Rangan Mohan Independent Directors ceased to bemembers of the Committee effective July 03 2019 since they ceased to be IndependentDirectors of the Company upon expiry of their tenure as Independent Directors from thesaid date.

Mr. Pradeep Mukerjee Independent Director was a member of the Committee effective May30 2019 and ceased to be a member of the Committee effective September 02 2019 since heresigned as member of the Board.

Mr. Ramkrishan P Hinduja and Ms. Vinoo S. Hinduja Non-Executive and Non-IndependentDirectors ceased to be members of the Committee effective September 03 2019 since theyresigned as members of the Board.

During the Financial Year 2019-20 one meeting of CSR Committee was held on March 282020.

In terms of the CSR Policy of the Company the CSR Forum consisting of senioremployees of your Company identifies and evaluates CSR projects/ initiatives andrecommend the same for the consideration of the CSR Committee. The CSR Committee reviewsthe recommended projects/ initiatives and the expenditure to be incurred as per theprovisions of the Companies Act 2013 and the Rules made thereunder. The CSR Committeepost review recommends CSR projects/ initiatives to the Board of Directors for approval.The Board reviews and approves the CSR Projects/ initiatives recommended by the CSRCommittee.

The CSR Forum monitors the progress of the approved CSR Projects/initiatives andprovides periodical updates on status of implementation expenditure incurred/ to beincurred and beneficiaries of such projects to the CSR Committee and to the Board.

The Report on CSR activities in the format as required under Companies (CorporateSocial Responsibility) Rules 2014 is set out in Annexure ‘G' forming part of thisReport. The CSR Policy of the Company is available on the website of your Company atwww.teamhgs.com/ investors/corporate-policies.

Directors' Responsibility Statement

The financial statements are prepared in accordance with the Indian AccountingStandards (Ind AS) to the extent applicable as prescribed under Section 133 of theCompanies Act 2013 read with Companies (Indian Accounting Standards) Rules 2015 andCompanies (Indian Accounting Standards) Rules 2016 as amended thereof.

As stipulated under the provisions contained in Section 134(3)(c) read with Section134(5) of the Companies Act 2013 the Directors based upon the information andexplanations obtained by them as also documents made available to them and to the best oftheir knowledge and belief state that:

a) in preparation of the Annual Accounts for the financial year ended March 312020the applicable accounting standards have been followed and there have been no materialdepartures in the adoption and application thereof;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the Profitand Loss of the Company for that period;

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

d) they have prepared the Annual Accounts on a going concern basis;

e) they have laid down adequate internal financial controls to be followed by theCompany and that they are adequate and operating effectively;

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

Your Company has in place internal financial controls framework which inter-aliaconsist of Function wise Status of Testing (Risk and Control Matrix Test of Design Testof Operating Effectiveness) Summary of Controls (Key and Non-Key) Process level controls(Process/ Function wise) IT General controls (Application wise and Process wise) andSummary of Gaps in Process Level Controls IT General Controls etc. Total number ofcontrols in FY 2019-20 has decreased due to consolidation of similar manual controlsfalling part of the same activity. Total number of automated controls have increased dueto elimination of manual controls and putting automated controls in place. Such frameworkis periodically internally tested as well as reviewed and tested by the externalconsultant. Based upon the said framework and the compliance systems established andmaintained by the Company work performed by the statutory internal and secretarialauditors including audit of internal financial controls over financial reporting thereviews carried on by the Management confirmations provided by the external consultantsand update on such 'Framework' presented to the Audit Committee and to the Board theBoard is of the opinion that your Company's internal financial controls were adequate andeffective during FY 2019-20.

Number of Meetings of the Board

Sixteen meetings of the Board were held during the financial year 2019-20 on thefollowing dates i.e. May 18 2019 May 30 2019 August 05 2019 August 23 2019September 04 2019 (2 Meetings) September 30 2019 (2 Meetings) October 25 2019November 11 2019 November 27 2019 February 07 2020 March 24 2020 March 25 2020and March 31 2020 (2 Meetings). The time gap between any two meetings did not exceed onehundred and twenty days. The further details in this regard are given in the CorporateGovernance Report which forms part of this Report as Annexure ‘C'.

Declaration by Independent Directors

As required under Section 149(7) of the Companies Act 2013 ('the Act') all theIndependent Directors on the Board have given declaration of their independence confirmingthat they meet the criteria of independence laid down in Section 149(6) of the Act andRegulations 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ('Regulations'). In the opinion of the Board they fulfill theconditions of independence as specified in the Act and the Regulations and are independentof management.

Familiarization Program for Independent Directors

All the new independent directors inducted into the Board attend an orientationprogram. The details of training and familiarization program are provided in the CorporateGovernance Report as applicable. Further at the time of the appointment of anindependent director the Company issues a formal letter of appointment outlining his /her role functions duties and responsibilities. The format of the letter of appointmentis available on the website of your Company at https://www.teamhgs.com/investors/corporate-governance/familiarization-programme-for- directors.

Board Evaluation

Pursuant to Sections 134 178 of the Companies Act 2013 and applicable regulations ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the BoardEffectiveness Evaluation was carried out. It consists of 3 components:

1. Independent Directors meeting

2. Board and committee effectiveness evaluation

3. Individual Directors effectiveness evaluation.

At the separate meeting of Independent Directors held for the Financial Year endedMarch 31 2020 (without the attendance of Non-Independent Directors and the Members of theManagement) performance evaluation of Non-Independent Directors the Chairman of yourCompany and the Board as a whole was carried out for the Financial Year 2019-20. TheIndependent Directors also assessed the quality quantity and timeliness of the flow ofinformation between your Company's Management and the Board.

Directors

Mr. Rajendra P Chitale (DIN: 00015986) and Mr. Rangan Mohan (DIN: 01116821)Independent Directors ceased to be Independent Directors of the Company upon expiry oftheir tenure effective July 03 2019.

Mr. Pradeep Mukerjee (DIN: 02287773) an independent Director resigned as a member ofthe Board effective September 02 2019 due to various professional and personalengagements. Further it is confirmed that there were no other material reasons for hisresignation.

Mr. Ramkrishan P Hinduja (DIN: 00278711) Chairman Ms. Shanu S. P Hinduja(DIN:06512872) Co-Chairperson and Ms. Vinoo S. Hinduja (DIN: 00493148) NonExecutive andNon-Independent Directors resigned as members of the Board effective September 03 2019to enable re-constitution of the Board. The Board placed on record its sincereappreciation for the contribution guidance and advice provided by the said Directorsduring their tenure as members of the Board which has immensely benefitted the Board andyour Company.

Ms. Bhumika Batra (DIN: 03502004) was appointed as an Independent Director of theCompany at the 24th AGM of the Company held on September 28 2019 for a period of five (5)consecutive years effective September 04 2019.

Mr. Partha DeSarkar (DIN: 00761144) who was earlier appointed as Manager (designatedas 'Chief Executive Officer') of your Company as defined under Section 2(53) of theCompanies Act 2013 was appointed as an Executive Director (Whole-time Director) of yourCompany at the 24th AGM of your Company held on September 28 2019 for a period of five(5) years effective September 04 2019 liable to retire by rotation.

Pursuant to Article 152(1) of Articles of Association of the Company Mr. YashodhanMadhusudan Kale (DIN: 00013782) Non- Executive Director and Non-Independent Director hasbeen appointed as Chairman of the Board effective September 30 2019.

Mr. Sudhanshu Tripathi (DIN: 06431686) was appointed as an Additional Director andNon-Executive NonIndependent Director on the Board liable to retire by rotationeffective September 30 2019 subject to the approval of members at the 25th AGM of yourCompany. The notice convening the meeting sets out the details of his appointment.

Dr. Ganesh Natarajan (DIN: 00176393) was appointed to the Board considering hisintegrity expertise and experience as an Additional Director (Independent Director) fora period of five (5) consecutive years effective September 30 2019 subject to theapproval of members at the 25th AGM of your Company. The notice convening the meeting setsout the details of his appointment.

In terms of the provisions of the Companies Act 2013 and the Articles of Associationof the Company Mr. Partha DeSarkar (DIN: 00761144) Executive Director (Whole-timeDirector) is liable to retire by rotation at the ensuing 25th AGM and being eligibleoffers himself for re-appointment.

None of the Directors of the Company are disqualified for appointment / continue to actas Director under Section 164 of the Companies Act 2013.

Details relating to the composition of the Board meetings of the Board held duringfinancial year ended March 31 2020 attendance of the Directors have been provided in theReport on Corporate Governance which forms part of this Report as Annexure ‘C'.

Appointment of Independent Directors

Pursuant to the recommendation of Nomination and Remuneration Committee and pursuant toprovisions of the Companies Act 2013 and the SEBI (LODR) Regulations 2015:

• Dr. Ganesh Natarajan (DIN: 00176393) was appointed to the Board as an AdditionalDirector (Independent Director) for a period of five (5) consecutive years effectiveSeptember 30 2019 subject to the approval of members at the 25th AGM of the Company. Thenotice convening the meeting sets out the details of his appointment.

• Mr. Anil Harish (DIN: 00001685) is proposed to be re-appointed as an IndependentDirector of the Company for a period of five (5) consecutive years effective September 292020 subject to the approval of members at the 25th AGM of the Company. The noticeconvening the meeting sets out the details of his reappointment.

Registration in Independent Director Databank

Pursuant to a notification dated October 22 2019 issued by the Ministry of CorporateAffairs the Independent Directors to the extent applicable have completed theregistration with the Independent Directors Databank.

Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act 2013 and Regulation 18of SEBI (LODR) Regulations 2015 Audit Committee of the Board as at March 31 2020comprises of following Members:

• Mr. Anil Harish Independent Director - Chairman

• Mr. Yashodhan Madhusudan Kale Non-Executive Non-Independent Director - Member(with effect from September 04 2019)

• Ms. Bhumika Batra Independent Director - Member (with effect from September 042019) and

• Dr. Ganesh Natarajan Independent Director - Member (with effect from September30 2019)

Mr. Rajendra P. Chitale and Mr. Rangan Mohan Independent Directors ceased to bemembers of the Committee effective July 03 2019 since they ceased to be IndependentDirectors of the Company upon expiry of their tenure from the said date.

Mr. Pradeep Mukerjee Independent Director was a member of the committee effective May30 2019 and ceased to be a member of the Committee effective September 02 2019 since heresigned as member of the Board.

Mr. Ramkrishan P. Hinduja Non-Executive and NonIndependent Director ceased to bemember of the Committee effective September 03 2019 since he resigned as member of theBoard.

Recommendations made by the Audit Committee during the year under review have beenaccepted by the Board.

Further details pertaining to the Audit Committee are included in the CorporateGovernance Report which forms part of this Report as Annexure ‘C'.

Key Managerial Personnel

In terms of Section 203 of the Companies Act 2013 your Company has the following KeyManagerial Personnel: Mr. Partha DeSarkar Executive Director (Whole-time Director); Mr.Srinivas Palakodeti Chief Financial Officer and Mr. S. Mahadevan Executive VicePresident - Legal Compliance and Company Secretary.

During the financial year Mr. Makarand D. Dewal resigned as the Company Secretary (KeyManagerial Personnel) effective October 012019. Subsequently Mr. S. Mahadevan wasappointed as the Company Secretary (Key Managerial Personnel) of the Company effectiveOctober 01 2019.

Confirmation of Code of Conduct

The Executive Director and Chief Executive Officer's confirmation to the effect thatall members of the Board and Senior Management Personnel have affirmed compliance with theCode of Conduct for the year ended March 312020 forms part of this Report as Annexure‘A'.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo forms part of this Report as Annexure‘B'.

Report on Corporate Governance

As required under Schedule V of the SEBI (LODR) Regulations 2015 a detailed report onCorporate Governance forms part of this Report as Annexure ‘C'.

The Statutory Auditors of your Company have examined the compliance of conditions ofCorporate Governance as stipulated in Schedule V (C) of the SEBI (LODR) Regulations 2015and their certificate is attached as Annexure ‘D' to this Report.

Report on Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations 2015 aseparate report on Management Discussion and Analysis is annexed to this Report asAnnexure ‘E'.

Employees Stock Options Plans (‘ESOP')

Two ESOP Schemes viz. 'Hinduja Global Solutions Limited Employees Stock Options Plan2008' and 'Hinduja Global Solutions Limited Employees Stock Options Plan 2011' have beenin operation during the Financial Year 2019-20. These ESOP Schemes are in compliance withthe provisions of SEBI (Share Based Employee Benefits) Regulations 2014. The particularsof aforesaid ESOP Schemes are available on your Company's website atwww.teamhgs.com/investors/other-reports. No changes have been made to the aforesaid ESOPSchemes during the Financial Year 2019-20.

Extract of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act 2013 an extract of Annual Returnas on Financial Year ended March 31 2020 in the prescribed format is available on yourCompany's website www.teamhgs.com/ investors/other-reports and forms part of this Reportas Annexure ‘F'.

Related Party Transactions

All contracts /arrangements /transactions entered into with the related parties duringthe Financial Year

2019-20 are in the ordinary course of business and at arm's length basis and thereforeoutside the purview of Section 188(1) of the Companies Act 2013 and same are disclosed inthe financial statements of your Company. Policy on Related Party Transactions asrecommended by the Audit Committee and adopted by the Board is available on the Company'swebsite at www.teamhgs. com/investors/corporate-policies. Information on related partytransactions pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2)of the Companies (Accounts) Rules 2014 is given in Form AOC- 2 and the same forms part ofthis Report as Annexure ‘H'.

Policy on Directors' Appointment and Remuneration

Policy on Directors' Appointment and Remuneration and on other matters provided inSection 178(3) of the Companies Act 2013 have been disclosed in the Corporate GovernanceReport which forms part of this Report as Annexure ‘C' and available on yourCompany's website at www.teamhgs.com/investors/ corporate-policies.

Whistle Blower Policy and Vigil Mechanism

The Company has a Whistle Blower Policy and Vigil Mechanism in place and is availableon the website of your Company at www.teamhgs.com/investors/corporate- policies. Thedetails of this Policy are disclosed in the Corporate Governance Report which forms partof this Report as Annexure ‘C'.

There were no complaints received during the year under the Policy.

Internal Complaints Committee

Pursuant to the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 your Company has in place an Internal ComplaintsCommittee (ICC) and also Policy on appropriate social conduct at workplace. The Policy isapplicable to all employees of your Company at all locations. Employees for the purposeof this policy shall include all persons engaged in the business and operations of yourCompany and includes permanent temporary and part-time employees. In addition thisPolicy shall also be applicable to all third parties such as visitors clients customerscontractors service providers and any other person authorized to be present within thepremises/ workplace of your Company. Your Company's workplace includes Company's premisesas well as the premises of other third parties vendors and associates of your companywhere the employees of your Company are required to perform work or that are visited bythe employees of your Company arising out of or during the course of employment.

The Reports of the ICC are periodically placed before the Board of Directors for reviewand suggestions as an ongoing process initiatives are taken by the Management to make thework place safer for the employees. The status of complaints received disposed of by theICC and pending as at March 31 2020 is as under:

a. Number of complaints received: 25*

b. Number of complaints disposed of: 23*

c. Number of complaints pending as at March 31 2020: 2

* One complaint was filed and withdrawn by the complainant before the case evenstarted.

Risk Management Policy

Your Company has formulated Risk Management Policy & Procedures which inter-aliaidentifies risks taking into consideration the business and operations of the Company andadoption of mitigation measures. The Policy & Procedures identify elements of riskswhich in the opinion of the Board may threaten the existence of your Company. The detailsof the Policy & Procedures are given in the Management Discussion and Analysis Report(MDA) annexed to this Report as Annexure ‘E'.

The Risk Management Committee consisting of the Chief Executive Officer ChiefFinancial Officer and Executive Vice President - Legal Compliance and Company Secretaryand the Risk Head periodically review the Enterprise Risk Management framework as wellas the risks that matter and update on the same is provided to the Audit Committee and theBoard. The suggestions of the Audit Committee and the Board are implemented whereverfeasible. The Risk Management Committee met two times during the year to review and updatethe Company's Enterprise Risk Management Framework. As per the extant SEBI ListingRegulations your Company is not required to constitute a Risk Management Committeeconsisting of Directors.

Fixed Deposits

Your Company has not accepted any fixed deposits from the public during the year underreview and as such no amount on account of principal or interest on fixed deposits wasoutstanding as on the Balance Sheet date.

Statutory Auditors and Auditors' Report

At the 22nd AGM of your Company held on September 28 2017 M/s Deloitte Haskins &Sells LLP Chartered Accountants (Firm Registration No. 117366W/W- 100018) were appointedas the Statutory Auditors of your Company for a period of five consecutive years i.e.from the conclusion of the 22nd AGM till the conclusion of the 27th AGM.

Pursuant to the Companies (Amendment) Act 2017 notified on May 7 2018 ratificationof appointment of Auditors at every subsequent AGM after their appointment is notrequired. However your Company has taken on record confirmation from the StatutoryAuditors confirming that they are eligible to continue to act as Statutory Auditors ofyour Company.

The Auditors' Report contains 'Unmodified Opinion' on the financial statements(standalone and consolidated) for the year ended March 312020 of the Company and thereare no qualifications in their Report.

Secretarial Audit and Compliance with Secretarial Standards

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors had appointed Ms. Rupal D. Jhaveri Practicing Company Secretary [FCS No. 5441and Certificate of Practice No.4225] as the Secretarial Auditor to carry out theSecretarial Audit for the Financial Year 2019-20.

The Secretarial Audit Report in the prescribed format for the Financial Year 2019-20forms part of this Report as Annexure ‘I'. The Report does not contain anyqualifications reservations or adverse remarks except an observation.

The response to the observation relating to appointment of an independent director onan unlisted material subsidiary given in Secretarial Audit Report is as under:

In terms of the requirement stipulated in regulation 24(1) of the SEBI (LODR)Regulations an independent director of the Company is required to be on the Board ofHinduja Global Solutions UK Limited ('HGS UK') an unlisted material subsidiary. While anindependent director of the Company has been attending the Board meetings of HGS UK as aninvitee from January 2020 onwards the Board of Directors of the Company on September 52020 has nominated an independent director of the Company on the Board of HGS UK.

During the year your Company has complied with all the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

Maintenance of Cost Records and Appointment of Cost Auditor

Your Company is not required to maintain cost records pursuant to Section 148 of theCompanies Act 2013 and requirement to appoint a Cost Auditor is not applicable to yourCompany.

Particulars of Employees

Disclosures as required under section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and amendments thereto are given in Annexure 'J' to this Report.

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said Rules areprovided in the Annual Report.

Having regard to the first proviso to Section 136(1) of the Companies Act 2013 theAnnual Report excluding the aforesaid information is being sent to the members of yourCompany. The said information is available for inspection at the Registered Office of theCompany and any member interested in obtaining such information may write to the CompanySecretary and the same will be furnished without any fee.

In accordance with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 details of foreign employees excluding directors and theirrelatives have not been included in the Annual Report. Members interested in obtainingthe said information may write to the Company Secretary at the Registered Office of yourCompany and the requested information shall be furnished to such member without any fee.

Business Responsibility Report (BRR)

Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015 mandates inclusion of the BRRas part of the Report of your company for top 1000 listed entities based on marketcapitalization. In compliance with said regulation BRR forms part of this Report asAnnexure ‘K'.

Significant and Material Orders

There are no significant and material orders passed by the Regulators or Courts orTribunals that would impact the going concern status and your Company's operations in thefuture.

Internal Financial Controls and its Adequacy

The Board has adopted policies and procedures for ensuing the orderly and efficientconduct of its business including Internal Financial Controls (including InternalFinancial Controls over Financial Reporting) and their adequacy are included under theheading 'Internal Controls' in the Management Discussion and Analysis section which formspart of this Report as Annexure ‘E'.

Material Changes and Commitments Affecting the Financial Position of the Companybetween the end of the Financial Year and Date of the Report

There were no material changes and commitments affecting the financial position of yourCompany between the end of the Financial Year and date of the Report.

Acknowledgements

Your Directors express their grateful appreciation for the co-operation and supportreceived from the customers vendors business associates investors financialinstitutions bankers the Government of India State Governments Governments of variouscountries in which your company operates regulatory authorities and the society at large.Your Directors place on record their sincere appreciation for the dedicated effortscommitments and contribution of employees at all levels of your Company which has enabledyour Company to achieve consistent growth in challenging business environment.

For and on behalf of the Board of Directors Yashodhan Madhusudan Kale

Place : Mumbai Chairman
Date : September 05 2020 (DIN: 00013782)

?)

To

The Members of E-Land Apparel Limited ('Company')

Your Directors present the 23rd Annual Report of the Company together withthe Audited Financial Statements for the Financial Year ended 31st March 2020.

1. FINANCIALS:

a) FINANCIAL RESULTS:

The Financial Performance of the Company for the year ended 31st March 2020is summarized below: (Rs. In Lakhs)

Particulars Year ended 31st March 2020 Year ended 31st March 2019
Operational & Other Income 15247.65 17606.5
Loss before Interest Depreciation Prior period items Exceptional Items & Tax (21.66) (47.12)
Interest 4782.11 3910.37
Depreciation & Amortization 439.06 194.39
Loss before exceptional items and tax (5242.83) (4151.88)
Prior period items - -
Exceptional Items - -
Loss before tax (5242.83) (4151.88)
Less/(Add): Provision for Taxation including prior period adjustments - -
Other Comprehensive Income 30.04 28.72
Deferred Tax - -
Loss after tax (5212.80) (4123.16)

b) OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:

The Company's total income from operations for F.Y. 2019-20 was at Rs. 14934.90 lacswhich was less as compared to last years loss by Rs. 2266.99 (Rs.17 201.89 lakhs in F.Y2018-19). The total expenses for F.Y. 2019-20 at Rs. 20490.48 lacs were lesser than byRs. 1267.9 over last year (21758.38 lacs in F.Y. 2018-19). Loss after tax for F.Y.2019-20 stood at Rs. (5242.83 Lakhs) as against Rs (4151.88lacs) for F.Y. 2018-19reflecting increase in loses by 1090.95 lacs

Focus efforts have been placed on expanding the end applications of our product lineover the last several years which has helped in expected results this year offeringhealthy sustainability for the years to come.

The company's product quality standards have been able to maintain steady relationshipswith our long standing customers along with building relationships with several newcustomers.

c) TRANSFER TO RESERVES:

As there are losses for the Financial Year 2019-20 the Company did not transfer anyamount to reserves during the year.

d) DIVIDEND:

As there are no profits the Board of Directors of the Company does not recommend anypayment of dividend on the equity shares for the Financial Year 2019-20.

e) UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to IEPF Account.

f) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act 2013 read with TheCompanies (Meetings of Board and its Powers) Rules 2014 as amended from time to time(including any amendment thereto or re-enactment thereof for the time being in force)Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of Financial Statements provided in thisAnnual Report.

g) RELATED PARTY TRANSACTIONS:

i. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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 part of Company'sphilosophy of adhering to highest ethical standards transparency and accountability.

All Related Party Transactions up to 31st March 2020 were placed before theAudit Committee and the Board for approval. Also prior omnibus approval of the AuditCommittee was obtained for Related Party Transactions for the Financial Year 2019-20. Thetransactions entered into pursuant to the omnibus approval so granted were audited and astatement giving details of all related party transactions was placed before the AuditCommittee for its review on a quarterly basis.

The particulars of contracts or arrangements with related parties as defined underSection 188 of the Companies Act 2013 in the prescribed Form AOC-2 is annexed hereto andmarked as Annexure - I and forms part of this Report.

In line with the provisions of the Companies Act 2013 and the Listing Regulations theBoard has approved a policy on related party transactions. An abridged policy on relatedparty transactions has been placed on the Company's website at:http://www.elandapparel.com/Policv%20on%20Related%20Party%20Transactions%20-%20E-land.pdf

Further none of the Directors / Key Managerial Personnel has any pecuniaryrelationships or transactions vis-a-vis the Company which may have potential conflict withthe interest of the Company at large.

ii. DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOAN TO SUBSIDIARIES AND ASSOCIATE OFTHE COMPANY:

During the year under review your Company did not have any subsidiary associate andjoint venture Company hence the disclosure under said clause is not applicable.

h) INSURANCE:

The assets of your Company are adequately insured. Your Company has also taken outsuitable cover for Public Liability.

i) DEPOSITS:

During the year under review the Company has not accepted or renewed any amountfalling within the purview of provisions of Section 73 of the Companies Act 2013("the Act") read with the Companies (Acceptance of Deposit) Rules 2014 duringthe year under review. Hence the requirement for furnishing of details relating todeposits covered under Chapter V of the Act or the details of deposits which are not incompliance with the Chapter V of the Act is not applicable.

j) SHARE CAPITAL:

During the year under review your Company's Authorized Share Capital is Rs.600100000 comprising of 60010000 Equity Shares of Rs. 10/- each. The Company's paidup capital is Rs. 479904690 comprising of 47990469 Equity Shares of Rs. 10/- eachfully paid up.

During the year under review there was no change in the Share Capital of the Company.

As on March 31 2020 none of the Directors of the Company holds shares of the Company.

2. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

During the year under review none of the Directors of the Company have drawn anyremuneration / commission from the Company's holding Company / subsidiary Companies.

3. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATIONS AND JOINT VENTURE COMPANIES:

During the year under review no Company have become or ceased to be SubsidiaryAssociate or Joint venture company. Also the Company does not have any subsidiaryAssociate or Joint Venture Company.

4. CORPORATE SOCIAL RESPONSIBILITY:

As the Company does not fall under any of the threshold limits given under theprovisions of Section 135 of the Companies Act 2013 the compliances under CSR are notapplicable to the Company.

5. MATTERS RELATED TO INDEPENDENT DIRECTORS OF THE COMPANY:

a) DECLARATION BY INDEPENDENT DIRECTORS:

The independent directors have submitted the Declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013 and Regulation 16 and 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 stating that they meetthe criteria of independence as provided in sub-section (6). There has been no change inthe circumstances which has affected their status as independent director.

Further Non - Executive Directors of the Company had no pecuniary relationship otherthan sitting fee for attending meetings

b) EVALUATION BY INDEPENDENT DIRECTOR:

In a separate meeting of Independent Directors held on 14th February 2020performance of nonindependent directors performance of the Board as a whole andperformance of the Chairman was evaluated.

c) Familiarization Program For Independent Directors

All new independent directors inducted into the Board are familiarized with theoperations and functioning of the Company. The details of the training and familiarizationprogram are provided in the Corporate Governance report and is also available on thewebsite of the Company at www.elandapparel.com

6. MATTERS RELATING TO BOARD OF DIRECTORS OF THE COMPANY:

a) MEETING OF BOARD OF DIRECTORS OF THE COMPANY DURING THE FINANCIAL YEAR 2019-20:

During the year under review the Board met four times in accordance with theprovisions of the Companies Act 2013 to discuss and decide on various businessstrategies policies and other issues.

The intervening gap between any two Meetings was not more than the period prescribed bythe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015.

The Company has complied with the applicable Secretarial Standards in respect of allthe above Board meetings.

The detailed composition of Board of Directors and requisite details are given in theCorporate Governance Report.

b) FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD ITS COMMITTEES AND DIRECTORS:

The Board of Directors has adopted a formal mechanism for evaluating various aspects ofthe Board's functioning its performance and as well as that of its committee i.e. AuditNomination and Remuneration Stakeholders Relationship Risk Management Committee andindividual directors. The criteria for performance evaluation of the Board include aspectslike composition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance experience competencies etc. The exercisewas carried out through a structured evaluation process covering various aspects of theBoards functioning such as composition of the Board and Committees experience andcompetencies performance of specific duties and obligations governance issues etc.Separate exercise was carried out to evaluate the performance of Individual Directors whowas evaluated on parameters such as attendance contribution at the meetings andotherwise independent judgment safeguarding of minority shareholders interest The Boardof Directors expressed their satisfaction with the evaluation process.

7. APPOINTMENT REAPPOINTMENT AND RESIGNATION OF DIRECTORS DURING THE YEAR 2019-20:

a) APPOINTMENT:

During the year 2019-20 no Director has been inducted on the Board of the Company.

b) RESIGNATION OF DIRECTORS:

During the year 2019-20 no director has been resigned from the board of the company.

c) RE-APPOINTMENT OF DIRECTORS;

• The existing agreement with Mr. Chong Tae Baek (Non-Executive - IndependentDirector) and Mr. Sivabalan Paul Pandian (Non-Executive - Independent Director) terminatedon 31st March 2019 and that of Mr. Kyoung Hur (NonExecutive - Independent Director)terminated on 4th August2019.

Pursuant to section 149 (10) of the Act an Independent Director shall hold office fora term of up to five consecutive years on the Board of a Company but shall be eligiblefor re-appointment on passing of a special resolution by the Company for another term ofup to five consecutive years on the Board of the Company.

In view of above provision and based on the recommendation of the Nomination &Remuneration Committee the Board of Directors in its meeting held on 13th February 2019proposed to reappoint Mr. Chong Tae Baek Mr. Sivabalan Paul Pandian and Mr. Kyoung Hurfor second term of five years by passing special resolution through Postal Ballot.Consequently the members granted approval for reappointment of Mr. Chong Tae Baek Mr.Sivabalan Paul Pandian and Mr. Kyoung Hur on 1st April 2019.

• The existing agreement with Mrs. Elizabeth Ravi (Non-Executive - IndependentDirector) terminates on June 18 2020 Pursuant to section 149 (10) of the Act anIndependent Director shall hold office for a term of up to five consecutive years on theBoard of a Company but shall be eligible for reappointment on passing of a specialresolution by the Company for another term of up to five consecutive years on the Board ofthe company.

In view of above provision and based on the recommendation of the Nomination &Remuneration Committee the Board of Directors in its meeting held on 13th July 2020proposed to reappoint Mrs. Elizabeth Ravi for second term of five years by passing specialresolution in ensuing Annual general meeting.

d) RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Jae Ho Song (DIN: 07837031)Executive Managing Director who retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. He has confirmed that he is not disqualified from being appointed asDirectors in terms of Section 164 of the Companies Act 2013.

Necessary resolution for re-appointment Mr. Jae Ho Song as Managing Director is givenunder Notice of Annual General Meeting of the Company.

8. APPOINTMENT REAPPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONS DURING THE YEAR2019-20

a) APPOINTMENT :

Mr. Diwakar Jugani was appointed as Company Secretary & Compliance officer witheffect from. November 14 2019.

b) RESIGNATION:

No Key Managerial Personnel of the Company has resigned during financial year endingMarch 31 2020.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act 2013 ("theAct") the Board of

Directors of your Company to the best of their knowledge and ability confirm that:

a) In the preparation of the Annual Accounts the applicable accounting standardshave been followed and there are no material departures;

b) They have selected accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company at the end of the Financial Year and of the profitof your Company for that period;

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

d) They have prepared the Annual Accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by your Companyand that such internal financial controls are adequate and are operating effectively;

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

10. REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The remuneration paid to the Directors Key Managerial Personnel and Senior Managementis in accordance with the Nomination and Remuneration Policy formulated in accordance withSection 178 of the Act and Regulation 19 of the Listing Regulations. Remuneration ofDirectors Key Managerial Personnel and Senior Management is mentioned in Form MGT - 9 ishereto attached and marked as Annexure - II for the Financial Year ended 31stMarch 2020.

11. COMMITTEES OF THE BOARD:

The Board of Directors of your Company has constituted the following committees interms of the provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Composition of the following Committees arealso hosted on the website of the Company athttp://www.elandapparel.com/pdf/composition-of-committees.pdf:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholders' Relationship Committee.

d) Risk Management Committee.

The details regarding composition and meetings of these committees held during the yearunder review is stated under Corporate Governance Report which may be taken as formingpart of this Report.

Also Board of Directors of the Company had constituted Internal Complaint Committeefor Prevention and Prohibition of Sexual Harassment of Women at Workplace in terms ofprovisions of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

12. NOMINATION AND REMUNERATION POLICY:-

The salient features of the Nomination and Remuneration Policy of the Company are setout in the Corporate Governance Report which forms part of this Annual Report. The saidPolicy of the Company inter alia provides that the Nomination and Remuneration Committeeshall formulate the criteria for appointment & re-appointment of Directors on theBoard of the Company and persons holding Senior Management positions in the Companyincluding their remuneration and other matters as provided under Section 178 of the Actand Listing Regulations. The Policy is also available on the website of the Companyhttp://www.elandapparel.com/Nomination%20&%20Remuneration%20Policy.pdf

13. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 anExtract of the Annual Return in Form MGT - 9 is hereto attached and marked as Annexure- II for the Financial Year ended 31st March 2020.

The extract of Annual Return shall also be placed on the website of the Company at http://www.elandapparel. com.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules2014 is annexed hereto and marked as Annexure- III and forms part of this Report.

15. CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report pursuant to Regulations 17 to 27 clauses (b) to (i) ofRegulation 46 (2) and Para C D and E of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed hereto and marked as Annexure -IV and forms part of this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company asrequired pursuant to Part B of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed hereto and marked as Annexure - V andforms part of this Report.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company has an employee drawing remuneration above the limits mentioned in Section197(12) of the Companies Act 2013 read with Rules 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended from time to time thedetails of the same is annexed hereto and marked as Annexure - VI and forms part ofthis Report.

18. AUDITORS AND REPORTS:

a) STATUROTY AUDITORS OF THE COMPANY:

At the 21st Annual General Meeting held on 29th September 2018the Members approved appointment of M/s. Hiresh R Doshi & Co LLP CharteredAccountants (Firm registration No: 117366W/W-100018) pursuant to the provisions of Section139 of the Companies Act 2013 due to casual vacancy occurs on the resignation ofDeloitte Haskins & Sells LLP Chartered Accountants (Firm RegistrationNo.117366W/W-100018) to hold office from the conclusion of the 21st AnnualGeneral Meeting until the conclusion of the 26th Annual General Meeting to beheld for the financial year 2023 and they continue to be the Statutory Auditor of theCompany.

Following qualifications were made by Statutory Auditor M/s. Hinesh R. Doshi & CoLLP Practicing Chartered accountants (Firm registration No: 117366W/W-100018) in theinternal financial control Report of Audit Report for the financial year 2019-20.

Particulars of Qualifications Explanations by Board
1 The company did not have adequate internal controls for timely reconciliations of vendor Ledger balances. Company has identified the same and will take suitable steps for timely reconciliations of vendor Ledger balances.
2 The company had inadequate controls towards getting acknowledgments for the Disbursements done towards outstanding vendor balances. Company has identified the same and will take suitable steps to make control towards getting acknowledgments for the disbursements done towards outstanding vendor balances.

Further the report of the Statutory Auditors along with notes to Schedules is enclosedto this report.

b) SECRETARIAL AUDITORS OF THE COMPANY:

Section 204 of the Companies Act 2013 and the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 inter-alia requires every listed company to annexwith its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form. The Board appointed M/s. DSM and Associates PracticingCompany Secretary in Practice (M No. 26141 CP No. 9394) Mumbai as Secretarial Auditor toconduct Secretarial Audit of the Company for the Financial Year 2019-20 and their reportis annexed hereto and marked as Annexure - VII. Observation made by SecretarialAuditor as per said report along with explanation made by Board of Directors is givenbelow:

Particulars of observation Explanation by Board
1 As per section 203(4) of the Companies Act 2013 vacancy of KMP shall be filled-up by the Board within a period of six months however the vacancy caused due to the resignation of CS Hemlata Gupta dated 31/03/2020 was filled up by the Company by the appointment of CS Diwakar Jugani dated 14/11/2020 after the delay of the prescribed period. Due to Non Availability of suitable Candidate there was delay in Appointment of Company Secretary.
BSE Vide letter dated
UST/COMP/532820/REG. 6 (1) -DEC- 19/297/2019-20 imposed fine of Rs./- 44000. Company had duly paid the fine
Imposed by the BSE and assures the Shareholders that all future vacations in the office of the KMPs will be fulfilled within the time limit specified by the law.
2 As per regulation 13(3) of LODR Statement of Investor Complaint to be filed with the exchanges on a quarterly basis within twenty one days from the end of each quarter. But Statement of Investor Complaint for the quarter ended June 2019 and December 2019 was incorrectly filed with the exchange. Whereas the correct/ revised filing of the same was carried out by the Company. Statement of Investor Complaint for the quarter ended June 2019 and December 2019 was incorrectly filed with the exchange. Whereas the correct/ revised filing of the same was carried out by the Company.
3 As per Regulation "Persons" mentioned in the 30(1) and 30(2) of SEBI (Substantial acquisition of Shares & Takeovers) Regulations 2011 Persons mentioned in the have to disclose their shareholding pursuant to Regulation 30(3) within seven working days from the end of each financial year to every stock exchange where the shares of the target company are listed and at the registered office of the target company. Same is Ratified by the Company and the Disclosures under regulations 30(1) and 30(2) of SEBI (Substantial acquisition of Shares & Takeovers) Regulations 2011 for the financial year ended 31st March 2019 and 31st March 2020 is now reflating on the BSE website.
Annual Disclosure for the financial year ended 31st March 2019 and 31st March 2020 has been submitted by the promoter to the Company as well as Stock Exchange. However the same disclosure was not reflecting on the Portal of www.bseindia.com at that time due to some technical issue. Currently it is reflecting.

Regulation 24 (A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 inter-alia requires every listed company to annex with its Board's report aSecretarial Annual Compliance Report given by a Company Secretary in practice in theprescribed form. The Board appointed M/s. DSM and Associates Practicing Company Secretaryin Practice (M No. 26141 CP No. 9394) has provided Secretarial Annual Compliance Reportand their report is annexed hereto and marked as Annexure - VIII.

c) COST AUDITORS OF THE COMPANY:

In terms of Section 148 of the Companies Act 2013 the Company is not required toappoint Cost Auditor of the Company.

d) INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. This ensures that all transactions are authorized recordedand reported correctly and assets are safeguarded and protected against loss fromunauthorized use or disposition. Your Company has adequate internal controls for itsbusiness processes across departments to ensure efficient operations compliance withinternal policies applicable laws and regulations protection of resources and assets andappropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the adequacy andcompliance with policies plans and statutory requirements. It comprises of experiencedprofessionals who conduct regular audits across the Company's operations. The Company hasalso appointed a firm of Chartered Accountants as Internal Auditors who reviews thevarious functions of the Company thoroughly and report to the Audit Committee. During theyear under review the Risk Management Committee of the Company had reviewed the newrequirement of Internal Control over Financial Reporting ("ICOFR") and finalizedthe detailed analysis of key processes and these were presented for review by theStatutory Auditors. The control mechanism and the process of testing of controls werediscussed with the Statutory Auditors. The Statutory Auditors have submitted their reporton the Internal Financial Controls which forms an integral part of this Report.

The adequacy of the same has been reported by the Statutory Auditors of your Company intheir report as required under the Companies (Auditor's Report) Order 2003.

The Company has appointed M/s. S.K Patodia & Associates Chartered Accountants asInternal Auditor of the Company for the Financial Year 2019-20.

19. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

During the year under review at the time of vendor reconciliation it has been observedthat there has been wrongful discounting of payments to vendors and swindling away withCompany funds by two employees of the Company. On further enquiry both the employees haveaccepted to indulge in such activities. As of the reporting date from the total vendoraccounts which were verified both employees have agreed for the wrongful discounting andswindling with the payment of Rs. 26506890/- from the Company bank account.Company has recovered amount of Rs. 11795540/- from both the employees. Companyis in the process of recovering the balance amount of Rs. 14711350/- which isincluded under "Other Non-Current Assets" and same is unsecured. Company is alsoin process of further investigating the unreconciled vendor ledgers and quantifying thetotal amount involved.

Company has terminated both the employees with immediate effect.

20. CODE FOR PREVENTION OF INSIDER TRADING

On December 31 2018 Securities and Exchange Board of India amended the Prohibition ofInsider Trading Regulations 2015 prescribing various new requirements with effect fromApril 1 2019. In line with the amendments your Company has adopted an amended Code ofConduct to regulate monitor and report trading by Designated Persons and their ImmediateRelatives under the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015. This Code of Conduct also includes code of practices andprocedures for fair disclosure of unpublished price sensitive information and has beenmade available on the Company's website athttp://www.elandapparel.com/E-Land%20Apparel%20-%20Code%20of%20Conduct%20Insider%20trading.pdf

21. RISK MANAGEMENT POLICY:

The Risk Management Policy of the Company including identification therein of elementsof risk which in the opinion of the Board may threaten the existence of the Companypursuant to the provisions of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The details of the same are mentioned in the CorporateGovernance Report. The policy is also available on the Company's website athttp://elandapparel.com/Eland%20-%20Risk%20Management.pdf

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In accordance with the provisions of Section 177 (9) and (10) of the Companies Act2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 22 of SEBI (LODR) Regulations 2015 the Company already has in place "VigilMechanism Policy" (Whistle Blower Policy) for Directors and employees of the Companyto provide a mechanism which ensures adequate safeguards to employees and Directors fromany financial statements and reports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The policy is alsoavailable on the Company's website athttp://www.elandapparel.com/Whistle%20Blower%20Policy.pdf

23. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.

During the Financial Year 2019-20 the Company has not received any complaints on sexualharassment and hence no complaints remain pending as of 31st March 2020 Further theCompany has complied with provisions relating to constitution of Internal ComplainCommittee under Sexual Harassment of woman at workplace (prevention prohibition andRedressal) Act 2013

24. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS & COURTS:

During the year 2019-20 No Significant & Material Orders Passed by the Regulators& Court.

25. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

26. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

27. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62 (1) (b) ofthe Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules 2014is furnished.

28. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital andDebentures) Rules 2014 is furnished.

29. IMPACT OF COVID-19

The country witnessed lockdown being implemented in India in the second fortnight ofMarch 2020. There were also restrictions of varying extent across larger part of theworld due to the COVID-19 pandemic. This impacted the business operations of the Companysignificantly. The Company started resuming operations in its manufacturing plants andwarehouses after taking requisite permissions from Government authorities. Standing by itscore commitment the Company is navigating through these unprecedented times by buildingstronger and deeper relationships with consumers and its partners. The Company issupporting various Government Initiatives and helping communities around to fight thepandemic. Detailed information on the same has been included under the ManagementDiscussion & Analysis report forming part of this Annual Report.

30. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the Boardof Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of CompanySecretaries of India and approved by the CentralGovernment.

31. INDUSTRIAL RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during theyear and the management received full cooperation from the employees. The Companycontinues to focus on extensive training and developmental activities and efficiency andquality improvement initiatives. The total number of employees as on 31st March 2020 was2424.

32. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of Company's business during the year under review.

33. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

Your Company had received letter of Intent form E-land Aisa Holdings Pte.Limited ('EAHPL') dated September 01 2020 for the proposal for VoluntaryDelisting of the equity shares of face value of ^ 10 each ("Equity Shares") ofthe Company and same is Communicated to Bombay Stock exchange vide letter dated September1 2020.

Your Company will be considering for Voluntary Delisting subject to approval of BoardShareholders Bombay Stock exchange (BSE) Security Exchange Board of India (SEBI) andother regulatory authority.

34. APPRECIATION / ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and express their gratitudefor the contribution made by the employees at all levels but for whose hard work andsupport your Company's achievements would not have been possible. The Board takes thisopportunity to express its gratitude for the valuable assistance and co-operation extendedby Government Authorities Banks Corporate Debt Restructuring (CDR) Cell FinancialInstitutions Vendors Customers Advisors and other business partners.

For and on Behalf of the Board of Directors
E-Land Apparel Limited
SD/- SD/-
Date: September 04 2020 Jae Ho Song Chong Tae Baek
Place: Bengaluru Managing Director Independent Director
DIN:07830731 DIN : 01566661

/b> Date: September 04 2020 Jae Ho Song Chong Tae Baek Place: Bengaluru Managing Director Independent Director DIN:07830731 DIN : 015