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South Asian Enterprises Ltd.

BSE: 526477 Sector: Others
NSE: N.A. ISIN Code: INE118B01010
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OPEN 38.45
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VOLUME 82
52-Week high 38.45
52-Week low 5.72
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

South Asian Enterprises Ltd. (SOUTHASIANENT) - Director Report

Company director report

Your Directors present the 31st Annual Report of your Company with theAudited Annual Accounts for the year ended 31st March 2020.

1. Financial Results (Rs. in Lakhs)
For the year ended 31st March 2020 For the year ended 31st March 2019
Total Income 198.12 167.86
Less: Total Expenditure 134.61 191.69
Less: Interest 0.89 1.50
Gross Profit/(loss) 62.62 (25.33)
Less: Depreciation 9.22 7.32
Profit/ (loss) before tax 53.40 (32.65)
Less: Provision for Taxation (Net) 0.00 0.00
Add: Deferred Tax 0.84 1.29
Net Profit/ (loss) after tax 54.24 (31.36)
Paid up Equity Share Capital (excluding calls in arrears) 399.90 399.90
Reserves excluding revaluation reserve 322.25 197.31
Earnings per share (Rs.) 1.36 (078)

2. Management Discussion and Analysis Financial Review

Your Company recorded a total income of Rs.198.12 lakhs and posted a net profit of Rs.54.24 lakhs during the year under review compared to previous year's income of Rs. 167.86lakhs and net loss of Rs. 31.36 lakhs. Your Company had adopted IND AS w.e.f. 01/04/2017.The marketing of earthing products and execution of contracts for earthing and lightningprotection systems continue to make a significant contribution to the total revenue of theCompany. However revenue in this segment has dipped by Rs.22.44 Lakhs compared toprevious year. The Company's dealings in earthing materials and lightning protectionsystems including installation in the electrical engineering segment have been categorisedunder the head "Trading" for the purpose of segment reporting in the annualaccounts for the year under review.

Your Company's revenue from amusement parks and other income has decreased by Rs. 18.91Lakhs compared to previous year. Segment wise the entertainment sector has generatedrevenue of Rs. 34.48 lakhs and the Trading segment Rs. 71.52 lakhs during the year underreview.

Industry Structure and Development

Your Company continues to maintain a reasonable track record of executing contractsawarded to it in the electrical engineering i.e. the trading segment. The power utilitieselectronics and other hi-tech centers where earthing is important are its target customersapart from high-rise buildings hotels residential units etc. The Company aims tofurther enhance its capabilities. However sustained growth in this segment requiressubstantial capital infusion which remains a major constraint. The Company is closelymonitoring the current market scenario and economic situation in order to improve itsgrowth.

In amusement park segment though public response has remained sluggish the thrustcontinues on attaining regular footfalls. In the last quarter of year under review theCovid-19 pandemic and resultant lockdown have adversely impacted the activities of theCompany. The amusement park at Kanpur is yet to be reopened because government directiveshave not permitted it till the date of this report. The lease of Lucknow Park expired inSeptember 2019 but the terms on which renewal of lease was possible it would not havebeen feasible to operate the park. Hence the authorities were requested to settle theaccount and take back the possession of park premises but the authorities have not yettaken over the possession thereof nor settled the account. The Company is following up foran early settlement. The said amusement park has been shut down by the Company sinceSeptember 2019.

Outlook Risks and Concerns

Regular maintenance including renovations carried out at Kanpur Amusement Park hashelped in increasing the footfalls. Your Company already operates on thin margins andinfusion of funds for improvement/ new rides has been a constant challenge. The entrycosts have to be kept low to keep the park within reach of masses which factor has furtherstressed the cash flows. Moreover the park has been closed on clamping of lockdown andwill reopen after government's directions in this regard. With no inflows the fixedexpenses related to said park continue to pose challenge on revenues of the Company. Therecurring loss in this segment is being closely monitored to keep it to the minimum. Thetrading segment dealing in earthing and lightning protection systems business hasgarnered less revenue compared to previous year mainly due to slump in real estate sector.

The Company has developed a risk management framework that includes identification andmitigation of risks. The Company is implementing Risk Management Policy with a view toensuring sustainable business growth and promoting a proactive approach in evaluating andresolving risks associated with the business.

Opportunities and Threats

The Company is exposed to normal industry risks attributable to respective segments. Inorder to meet the challenge of strained margins in amusement segment the strategy is toachieve increase in the number of visitors and simultaneously to explore avenues fordiversification for which appropriate measures are being initiated. In trading segmentthe Company deploys the latest technology for earthing and lightning protectioninstallations which leads to better protection from electrical hazards. However in viewof continuing slump in real estate sector the Company is aiming at spreading awareness ofits products and also securing credentials from its existing clients about the superiorityof its products to meet the challenge.

Internal Financial Control Systems

The Company has in place a proper and adequate system of internal control to monitorproper recording of transactions authorized according to prescribed policies andprocedures. The Company ensures that all regulatory guidelines are complied with at alllevels.

The Audit Committee reviews the internal control mechanism periodically.

Human Resource/ Industrial Relations Front

The relationship with the employees has remained cordial during the year and theDirectors place on record their sincere appreciation in this regard.

Under the provisions of Section 197 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended there wasno employee during the year drawing remuneration more than the stipulated amount in thesaid rules. The number of employees on the Company's rolls stood at 24 as on 31/03/2020.

Cautionary Statement

Statement in the "Management Discussion and Analysis" describing theCompany's projections estimates expectations or predictions may be ‘forward lookingstatements' within the meaning of applicable laws and regulations. Actual results coulddiffer materially from those expressed or implied. Important factors that would make adifference to the Company's operations include changes in government regulations taxregimes economic developments within the country and abroad and other relevant factors.

3. Dividend and Reserves

In order to conserve resources no dividend is recommended by the Board and no amounthas been transferred to the general reserve.

4. Material Changes & Commitments

The virus responsible for COVID-19 has spread across India and the globe which hascontributed to a significant decline in the economic activities. Government has introduceda variety of measures to contain the spread of the virus. On 24/03/2020 the IndianGovernment had announced nationwide lockdown which was further extended till 31 May 2020to contain the spread of virus. Further in June 2020 as well there was region specificlockdown implemented by states thereby resulting in entire 1st quarter of current year inlockdown. The most visible impact of COVID-19 crisis for the Company is that theamusement park operations were closed in the lockdown period and therefore the businesswill take time to again pick up after reopening is permitted. Similar impact wasexperienced in trading segment as well. A gradual and calibrated easing of lockdownmeasures has started from June 2020 and it is expected that timely steps taken by theGovernment will ensure revival in the economy. Other than the aforesaid there were nomaterial changes and commitments affecting the financial position of the Company.

5. Board of Directors and Key Managerial Personnel (KMP):

There were no changes during the year in the Key Managerial Personnel of your Company.

Changes in Directorate/ Board of Directors

During the year under review Dr. S. Ramesh -Independent Director (DIN:00126120) ceasedto be Director of the Company w.e.f. 08/11/2019 due to his demise.

Shri Tej Bhan Gupta- Director (DIN: 00106181) aged about 79 years and Dr.(Mrs.) NeerajArora (DIN: 07191167) aged about 65 years shall retire by rotation at the ensuing AnnualGeneral Meeting and being eligible have offered themselves for re-appointment. The Boardhas recommended their reappointment.

The Board in their meeting held on 15th July 2020 has re-appointed Shri Tej Bhan Guptaas Managing Director of the Company w.e.f. 30/09/2020 for a period of 3 years subject toapproval of Members. The Board recommends his reappointment as Managing Director of theCompany as set out in the notice convening the ensuing Annual General Meeting.

Dr. Rajeev Lochan Bishnoi (DIN: 00130335) aged about 60 years has been appointed bythe Board in its meeting held on 12/02/2020 as Additional Director in the category ofIndependent Director not liable to retire by rotation for the first term of fiveconsecutive years commencing from 12/02/2020 till 11/02/2025 subject to other approvals.Dr. Bishnoi fulfills the criteria laid down under Section 149 (6) of the Act for anIndependent Director of the Company. Concurring with recommendation of Nomination andRemuneration Committee of the Company your Directors recommend his appointment asIndependent Director for first term of five years as set out in the Notice convening theensuing AGM.

Shri Anupam Mehrotra - Director (DIN:08608345) was appointed as Additional Director inthe category of Non-Independent Director and thereafter as a Wholetime Director by theBoard in its meeting dated 13/11/2019 for a period of 3 years concurring with therecommendation of Nomination and Remuneration Committee. The appointment of Shri AnupamMehrotra as Director and thereafter whole time director is subject to approval of themembers. The relevant information about his appointment has been furnished in the Noticeof ensuing Annual General Meeting of the Company.

6. Contracts with Related Party

No related party transaction has been made by the Company with promoters directors orkey managerial personnel etc. which may have potential conflict of interest with theCompany at large. However the sale of equity shares held by the Company in VLS CapitalLtd. the holding Company was carried out in terms of approval given by members on26/09/2015. The said sale was made in tranches as detailed in form AOC-2. The relatedparty transactions procedurally are placed before the Audit Committee and if requiredthe Board specifying the nature value and terms and conditions of the transactions andin-principle approval is obtained for the transactions which are foreseen and repetitivein nature. Where such transactions are entered in terms of omnibus approval accorded bythe Audit Committee the details are placed before the Audit Committee in its nextmeeting.

The summary of related party transactions has been disclosed under Note No. 30.5 in theFinancial Statements of the Company as on 31/03/2020. Disclosure in form AOC-2 is enclosedas annexure A to this report.

7. Annual Return Extract

The details forming part of the extract of the Annual Return in form MGT-9 are given inAnnexure B to this report.

8. Corporate Governance

The Company is committed to meet the aspirations of all its stakeholders. CorporateGovernance encompasses a set of systems and practices to ensure that the Company's affairsare managed in a manner which ensures accountability transparency and fairness in alltransactions. The objective is to meet stakeholders' aspirations and societalexpectations.

The essence of corporate governance lies in promoting and maintaining integritytransparency and accountability in the management's higher echelons. The corporategovernance provisions of the SEBI listing regulations are not applicable to the Company atpresent. Hence separate report on corporate governance has been dispensed with. TheCompany however continues to follow the best corporate governance practices.

9. Board Meetings

During the year ended 31/03/2020 4 (four) Board meetings were held with one meeting inevery quarter on 16/05/2019 03/08/2019 13/11/2019 and 12/02/2020.

Details of meetings attended by the Directors in the relevant period are as below:

S. No. Name of the Director Whether Promoter/ Executive or Non- Executive/ Independent

No. of Board Meetings attended during F.Y. 2019-2020 and dates

1 Shri T. B. Gupta Managing Director 4 16/05/2019
03/08/2019
13/11/2019
12/02/2020
2 Shri K. K. Soni Non-Executive 4 16/05/2019
03/08/2019
13/11/2019
12/02/2020
3 Dr. S. Ramesh* Independent Non-Executive 2 16/05/2019
03/08/2019
4 Shri Priya Brat Independent Non-Executive 4 16/05/2019
03/08/2019
13/11/2019
12/02/2020
5 Shri R.K. Goswami Independent Non-Executive 4 16/05/2019
03/08/2019
13/11/2019
12/02/2020
6 Shri M. P. Mehrotra Non-Executive Promoter 4 16/05/2019
03/08/2019
13/11/2019
12/02/2020
7 Dr. (Mrs.) Neeraj Arora Non-Executive 3 16/05/2019
13/11/2019
12/02/2020
8 Shri Anupam Mehrotra Whole Time Director 1 12/02/2020
9 Dr. R. L. Bishnoi Independent Non-Executive 1 12/02/2020

* Ceased as Director w.e.f. 08/11/2019 due to his demise.

10. Audit Committee

As on 01/04/2019 the Audit Committee comprised Shri Priya Brat- Chairman Shri R. K.Goswami Shri K. K. Soni and Dr. S. Ramesh. Dr. S. Ramesh ceased to be member of theCommittee w.e.f. 08/11/2019 due to his demise. Dr. R. L. Bishnoi was nominated as a memberof the Committee by the Board in its meeting held on 12/02/2020. Two third of the membersof the Committee continue to be Independent Directors including its Chairman and duringthe year ended 31/03/2020 4 (four) meetings of the Committee were held with one meetingin every quarter on 16/05/2019 03/08/2019 13/11/2019 and 12/02/2020. All recommendationsmade by the Committee during the year were accepted in entirety.

Details of meetings attended by the Directors in the relevant period and changes inconstitution of the Committee are as below:

S. No. Name of the Director Whether Chairman/ Member

No. of meetings attended during F.Y. 2019-2020 and dates

1 Shri Priya Brat Chairman 4 16/05/2019
03/08/2019
13/11/2019
12/02/2020
2 Dr. S. Ramesh* Member 2 16/05/2019
03/08/2019
3 Shri K. K. Soni Member 3 16/05/2019
03/08/2019
12/02/2020
4 Shri R.K. Goswami Member 4 16/05/2019
03/08/2019
13/11/2019
12/02/2020
5 Shri R.L Bishnoi # Member 0 -

* Ceased as Director w.e.f. 08/11/2019 due to his demise.

# Nominated w.e.f. 12/02/2020

11. Nomination and Remuneration Committee

As on 01/04/2019 the Nomination and Remuneration Committee comprised Shri R. K.Goswami Shri Priya Brat and Dr. (Mrs.) Neeraj Arora. To further strengthen the CommitteeDr. R. L. Bishnoi was nominated as a member of the Committee by the Board in its meetingheld on 12/02/2020. Shri R. K. Goswami was nominated as Chairman of the Committee on12/02/2020. Majority of the members continue to be Independent Directors including theChairman of the Committee. During the year ended 31/03/2020 3 (three) meetings of theCommittee were held on 16/05/2019 13/11/2019 and 12/02/2020. All recommendations made bythe Committee during the year were accepted in entirety.

Details of meetings attended by the Directors in the relevant period and changes inconstitution of committee are as below:

S. No. Name of the Director Whether Chairman / Member

No. of Meetings attended during F.Y. 2019-2020 and dates

1 Shri R. K. Goswami Chairman 3 16/05/2019
13/11/2019
12/02/2020
2 Shri Priya Brat Member 3 16/05/2019
13/11/2019
12/02/2020
3 Dr. (Mrs.) Neeraj Member 3 16/05/2019
Arora 13/11/2019
12/02/2020
4 Dr. R.L Bishnoi # Member 0 -

# Nominated w.e.f. 12/02/2020

12. Stakeholders Relationship Committee

As on 01/04/2019 the Stakeholders Relationship Committee comprised Shri K. K.Soni-Chairman Shri T. B. Gupta-Member and Shri R. K. Goswami - Member. During the yearended 31/03/2020 5 (five) meetings of the Committee were held on 25/04/2019 09/07/201917/08/2019 02/11/2019 and 20/03/2020.

Details of meetings attended by the Directors in the relevant period and changes inconstitution of the Committee are as below:

S. No. Name of the Director Whether Chairman / Member

No. of Meetings attended during F.Y. 2019-2020 and dates

1 Shri K. K. Soni Chairman 5 25/04/2019
09/07/2019
17/08/2019
02/11/2019
20/03/2020
2 Shri T. B. Gupta Member 5 25/04/2019
09/07/2019
17/08/2019
02/11/2019
20/03/2020
3 Shri R. K. Goswami Member 5 25/04/2019
09/07/2019
17/08/2019
02/11/2019
20/03/2020

There was no complaint pending as at end of year under review.

13. Corporate Social Responsibility Committee

The Company is not required to comply with provisions relating to corporate socialresponsibility since it does not meet the criteria of applicability of provisions ofSection 135 of the Companies Act 2013.

14. Evaluation of Board/Committees/Individual Directors

The aim of the Board's evaluation is to assess the effectiveness of theBoard's/Committee's processes composition and arrangement in order to identify andrealize any actions required to improve their effectiveness. The Companies Act 2013states that a formal annual evaluation needs to be carried out by the Board of its own

performance and that of its committees and individual directors. As per the provisionsof Section 178 of the Companies Act 2013 the Nomination and Remuneration Committee isrequired to prescribe the manner for effective evaluation of performance of Board itsCommittees and individual directors so that the evaluation can be carried out by the Boardor the Committee or an external agency appointed for this purpose. Further section 134read with schedule IV of the Companies Act 2013 states that the performance evaluation ofIndependent Directors shall be carried out by the entire Board of Directors excluding thedirector being evaluated. Independent Directors at its meeting have to carry out annuallythe evaluation of Non-Independent Directors Chairman and of the Board as a whole.

Board conducts on an annual basis an evaluation of the performance of the directors asto whether each director has sufficient time to discharge his/her responsibilities takinginto consideration multiple Board representations and other principal commitments.

The Board through its Nomination and Remuneration Committee has laid down theevaluation criteria for the performance of executive/ non-executive / independentdirectors through a peer-evaluation mechanism.

The evaluation process comprises:

• Board Committee and management information and other relevant documentation.

• Discussions with all Board members Committee members focusing on aspects of theBoard's and Committee's composition strategy risk and controls decision-making rolesand performance of the Chairman independent directors executive directors and othernon-executive directors.

Pursuant to provisions of the Companies Act 2013 and applicable Regulations of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board in itsmeeting held on 15/07/2020 has carried out the evaluation of its own performance and thatof the Board Committees viz. Audit Committee Nomination and Remuneration Committee andStakeholders Relationship Committee besides Individual Directors.

A separate exercise to review the performance of Non-Independent directors includingChairman and of the Board as a whole was carried out by Independent Directors in theirmeeting held on 12/02/2020.

The evaluation has concluded that the Board and its Committees are overall effectiveand that all concerned are fully committed to their tasks to ensure healthy corporategovernance.

15. Independent Directors

Independent Directors of your Company have complied with the relevant provisions of thelaw relating to their appointment and they continue to comply with the provisions of theCompanies Act 2013 and the listing regulations. During the year under review Dr. S.Ramesh ceased to be Independent Director of the Company w.e.f. 08/11/2019 due to hisdemise. Dr. R. L. Bishnoi was appointed Independent Director by the Board on 12/02/2020subject to approval of members. The Board has recommended his appointment for first termof upto five years. During the year ended 31/03/2020 1 (one) meeting of IndependentDirectors was held on 12/02/2020.

Details of meeting(s) of Independent Directors attended by the Independent Directors inthe relevant period are as below:

S. No. Name of the Director Whether Chairman / Member

No. of Meeting(s) attended during F.Y. 2019-2020 and dates

1 Shri Priya Brat Chairman 1 12/02/2020
2 Shri R. K. Goswami Member 1 12/02/2020
3 Dr. R. L. Bishnoi* Member 0 -

* Dr. R. L. Bishnoi was appointed on 12/02/2020 by the Board of Directors subject toother approvals.

16. Evaluation and Training of directors/independent directors

Given the experience and qualifications of the Board members the Board has notconsidered it necessary to engage external persons to facilitate the evaluation process asthey themselves are accustomed to having their performance regularly evaluated. Howeverregular updates relating to regulatory and industry's performance are provided to membersof Board besides any other aspect relevant to business of the Company. The Board alsoexercises an oversight of the training of Board /Committee members.

The directors are thus kept abreast of requisite information about business activitiesof the Company and risks involved therein to enable them to discharge theirresponsibilities in the best possible manner. Further at the time of appointment theCompany issues a formal appointment letter outlining his/her role duties andresponsibilities as an Independent Director. The format of the letter of appointment isavailable on Company's website.

17. Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 theDirectors hereby confirm:

a. that in the preparation of the Annual Accounts for the financial year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b. that they have selected such accounting policies and applied them consistently andmade 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 of the Company for that period;

c. that 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 the Company and for preventing and detecting fraud and otherirregularities; and

d. that they have prepared the Annual Accounts for the financial year ended 31stMarch 2020 on a ‘going concern' basis;

e. that Internal Financial controls are adequate and operating effectively;

f. that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

Disclosure relating to ratio of the remuneration of each director to the medianemployee's remuneration is attached as Annexure - C.

18. Policies

The Nomination and Remuneration policy of the Company can be accessed atwww.sael.co.in. This policy amongst others lays down eligibility and procedure forselection and appointment of Directors and key managerial persons besides criteria forremuneration thereof. There were no changes in the said policy during the year underreview.

The other policies approved by the Board to facilitate operations and achieving optimalperformance can be accessed at www.sael.co.in The combination of policies and proceduresadequately addresses the risk associated with your Company's business.

19. Vigil Mechanism

Section 177 of the Companies Act 2013 requires every listed company to establish avigil mechanism for the directors and employees to report genuine concerns in such manneras may be prescribed. The Company has adopted the policy for implementing Vigil Mechanism.

Vigil (whistle blower) mechanism provides a channel to the employees and directors toreport to the management concerns about unethical behavior actual or suspected fraud orviolation of the code of conduct or policy. The mechanism provides for adequate safeguardsagainst victimization of directors and employees who avail of the mechanism and alsoprovide for direct access to the Chairman of the Audit Committee in exceptional cases.

This policy applies to all directors and employees of the Company. All directors andemployees of the Company are eligible to make disclosures under this Policy in relation tomatters concerning the Company.

20. Anti-sexual harassment mechanism

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. All women employees inter alia permanent contractual temporarytrainees are covered under this policy.

The Internal Complaints Committee is headed by women Director on the Board. There wereno complaints received from any employee during the year under review and no complaintswere pending as on 31/03/2020.

21. Auditors Statutory Auditors

The Members of the Company had appointed M/s. Agiwal & Associates-CharteredAccountants (FRN: 000181N) as Statutory Auditors in the 28th Annual GeneralMeeting held on 21/09/2017 for a period of 5 years i.e. upto conclusion of 33rdAnnual General Meeting of the Company. In the 29th Annual General Meeting heldon 15/09/2018 the members had also authorised the Board to fix the remuneration ofAuditors for the remaining tenure. Accordingly the item for fixation of remuneration ofStatutory Auditors in the notice of ensuing Annual General Meeting has been dispensedwith. The Statutory Auditors have given a confirmation that they are eligible to continuewith their appointment and have not been disqualified in any manner for continuing asStatutory Auditors.

Secretarial Auditor

Ms. Pooja Gandhi Practicing Company Secretary (CoP: 11351) was appointed by the Boardto conduct the secretarial audit of the Company for the financial year 2019-2020 asrequired under Section 204 of the Companies Act 2013 and rules thereunder. Thesecretarial audit report submitted by the Secretarial Auditor is enclosed as a part ofthis report as Annexure - D. There are no adverse remarks/observations in the report ofSecretarial Auditor requiring comments from the Board of Directors.

The Board in its meeting held on 15/07/2020 has appointed Ms. Pooja Nichani -PracticingCompany Secretary (CoP: 11351) as Secretarial Auditor for the year 2020-21.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board ofDirectors on the recommendation of Audit Committee in its meeting held on 15 July 2020has re-appointed M/s. S. Bansal & Associates Chartered Accountants (FRN:002498N) asInternal Auditors of the Company for the Financial Year 2020-21.

Cost Auditor

The provisions relating to maintenance of cost records and Audit thereof are notapplicable to your Company.

22. Auditor's Report

The observations made by the Statutory Auditors in their report have been adequatelydealt with in the relevant notes on accounts and need no further comments from theDirectors. There is no adverse remark in the report of Statutory Auditor requiringcomments from Directors.

23. Listing

The shares of the Company (Scrip Code-526477) are listed at the BSE Ltd. Mumbai only.The Company has paid the annual listing fees for the financial year 2020-21 to the saidStock Exchange.

24. Deposits

The Company has not accepted any deposits from public or members during the year underreview and as such no amount on account of principal or interest on deposits from publicor members was outstanding as on the date of the balance sheet.

25. Green Initiative in Corporate Governance:

As a continuing endeavor towards the Go Green Initiative the Company has been sendingdocuments like the notice calling the general meeting audited financial statementsdirectors' report auditors' report etc. in electronic form to the email addressesprovided by the members directly or made available to us by the depositories besidesregular correspondence. The electronic mode is both economical and speedier compared tophysical documents. Members who hold shares in physical form are therefore requested toget their e-mail addresses registered and intimate any change in such e-mail ID soregistered to the Company or its Registrar & Share Transfer Agents- RCMC ShareRegistry Pvt. Ltd. In respect of electronic holdings members are requested to registertheir e-mail addresses with the depository through their concerned depositoryparticipants. You may kindly note that even after registration of e-mail ID you areentitled to be furnished free of cost a printed copy of the annual report of theCompany upon receipt of a requisition from you.

26. Subsidiary Company and Consolidated Statements

There being no subsidiary of the Company no statement pursuant to Section 129 (3) ofthe Companies Act 2013 for the financial year 2019-2020 is required to be enclosed.Accordingly there is no need of consolidation of accounts. The Board in its meeting heldon 12/02/2020 had approved acquisition of 60% stake in Chai Thela (Pvt.) Ltd. (CTPL) whichis a startup. There could be requirement to infuse funds initially in this startup but itsfuture growth prospects appear promising. However due to Covid-19 the said acquisitioncould not materialize and also there had been change of hands in shareholders of CTPL. TheCompany is in process of negotiating with present holders for proceeding with the proposedacquisition.

27. Statutory Information

a. The information as required under Section 134(3)(m) of the Companies Act 2013 readwith rules thereunder with respect to Conservation of Energy and Technology Absorption isenclosed as annexure E and forms part of this report.

b. There was no proposal during the year under review for buy back of shares by theCompany.

c. Your Company has not made any investment or provided any loan or guarantee exceedingthe limits under Section 186 of the Act nor has it issued equity shares with differentialvoting rights or has any scheme of stock options for its employees. Hence no disclosureis required.

d. Company did not have any subsidiaries or associates in terms of Section 134 readwith Rule 8(1) of the Companies (Accounts) Rules 2014 during the year under review.

e. Your company has not approved any scheme relating to provision of money to be heldin a trust for the benefit of the employees in terms of Section 67(3)(b) of the CompaniesAct 2013.

f. No revision of financial statements or Board's Report has been made in terms ofSection 131(1) of the Companies Act 2013.

g. No material orders were passed during the year under review impacting the goingconcern of the status and operations of the Company.

h. There was no change in the name of your Company during the year under review.

28. Acknowledgement

Your Directors wish to express their sincere appreciation and gratitude to theCompany's bankers Kanpur Nagar Mahapalika Lucknow Vikas Pradhikaran and all associatesof the Company including the clients of trading business for their valuable cooperationand continued support. They are also thankful to you for the trust you have reposed in theBoard.

For and on behalf of the Board of Directors

Date: 28/08/2020 (T.B. Gupta) (K.K. Soni)
Place: New Delhi Managing Director Director
DIN: 00106181 DIN:00106037

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