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Starcom Information Technology Ltd.

BSE: 531616 Sector: IT
NSE: N.A. ISIN Code: INE347I01010
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OPEN 95.00
CLOSE 96.45
VOLUME 107
52-Week high 233.95
52-Week low 85.95
P/E
Mkt Cap.(Rs cr) 46
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Starcom Information Technology Ltd. (STARCOMINFO) - Director Report

Company director report

To

The Members

STARCOM INFORMATION TECHNOLOGY LIMITED

The Directors have pleasure in presenting the Twenty Sixth Annual Report of theCompany and the Audited Financial Statements for the financial year ended 31st March2021.

1. Financial summary or highlights/Performance of the Company:

The financial highlights of the Company are given below. Kindly refer the financialstatements forming part of this report for detailed financial information: (Amt. in Rs.)

Particulars 2020-21 2019-20
Total Income 65075840 102988443
Total Expenditure 89147526 (113407445)
Profit/ (Loss) before Taxation (24071687) (10419003)
Less: Provision for Taxation 1161944 (39748)
Net Profit after taxation (25233631) (10379255)

The above figure of the previous year has been reclassified as per the IND AS provision.

2. Brief description of the Company’s working during the year/ State ofCompany’s affair:

During the year under review your Company has achieved a turnover of Rs. 65075840 /-as compared to turnover of Rs. 102988443 /- in previous year registering decrease inturnover due to the COVID impact on the business of the company. The total expenses of theCompany consequently during the reporting period have decreased to Rs. 89147526 /-from Rs. 113407445 /- in the previous year. During the year under review there was netloss after tax of Rs. (25233631) as compared to Loss of Rs. (10379255) in theprevious financial year.

Your Directors expect barring unforeseen circumstances to return to growth momentumand strive for good business growth in the coming years.

3. COVID-19 :

In the last month of the Financial year 2019-20 the COVID -19 started spreadingrapidly which prompted WHO to declare it a Global Pandemic . It was global crisis forcinggovernments to enforce complete lockdown in whole country. Except essential Services allother economic activity were stopped and lockdown was enforced in majority of countries inthe world in order to stop Covid to spread further.

Although with effect from June 01 2020 the lockdown has been lifted in India to acertain extent the Company continues to provide the "Work From Home" facilityto its employees so as to avoid the risk associated with the said pandemic. Employeeshave been given the flexibility to work from home or work form office and COVID 19precautions have been ensured at the office premises for well being of the employees.

Our Company managed to fulfil mostly the commitments of our existing clients. Howeverwe could not deal new customers/ business during the pandemic situation due torestrictions on the movement of the sales/ marketing personnel.

4. Dividend:

Your Board of Directors express their inability to recommend any dividend for thefinancial year 2020-21.

5. Reserves:

The Company has not proposed any amount to be transferred to the reserve. The totalreserve for the year ended as on 31st March 2021 is Rs.( 56983348)/- ascompared to Rs. (34890449)/- in the previous year.

6. Change in the nature of business if any:

There was no change in nature of business activity during the year.

7. Material changes and commitments if any affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report:

No material changes took place which had effect on the financial position of theCompany subsequent to the close of the financial year of the Company i.e.31stMarch 2021 and the date of this report except due to the effect of Covid in the businessand operations of the Company.

8. Details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company’s operations in future:

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and Company’soperations in future.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company did not have any Subsidiary Company/Joint Venture/Associate Company duringthe year under review.

10. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:

The Company has devised appropriate systems and framework for adequate internalfinancial controls with reference to financial statements commensurate with the sizescale and complexity of its operations including proper delegation of authority policiesand procedures effective IT systems aligned to business requirements risk based internalaudit framework risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that itremains effective and aligned with the business requirements. In case weaknesses areidentified as a result of the reviews new procedures are put in place to strengthencontrols.

During the year controls were tested and reportable material weakness were identified.The Auditors had also stated about material weakness in their report on adequacy ofinternal financial control. The Company is taking necessary steps to improvise thedocumentation in respect of specific policies and procedures and the IT Controlspertaining to internal financial controls over financial reporting.

11. Deposits:

During the year the Company has not accepted any Deposits falling within the purviewof Chapter V of the Companies Act 2013 and Rules made there under. However the Companyhas taken loan from Director during the year under review and have obtained declarationpursuant to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014.

As per the requirement of proviso to Rule 2(1)(c)(viii) of the Companies (Acceptance ofDeposits) Rules 2014 the details of money accepted by the Company from the Directorduring the financial year 2020-21 is mentioned below;

Sr. No. Name of the lender Relationship Particulars Amount
1 Mr. Ziaulla Sheriff Director Opening 151276605
Total Addition 38449586
Total Payment 15611633
Closing 174114558

12. Directors and Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel:

As at the end of year your Company has 4 (four) Directors consisting of 1(One)Executive Director 2 (Two) Independent Director and 1 (One) Non-Executive non-independentWoman Director.

In accordance with the requirements of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Ziaulla Sheriff (DIN: 00002098) Director of the Companyretires at the ensuing Annual General Meeting and being eligible offers himself forre-appointment pursuant to provisions of Section 152 of the Act.

None of the Directors are related to each other or KMP of the Company except Mr.Ziaulla Sheriff and Ms. Sayeeda Hina being father and daughter.

As on 31st March 2021 following are designated as KMP of the Company:

1. Mr. Ziaulla Sheriff Chairman and Managing Director
2. Mr. Mukhtar Ahmed Chief Financial Officer
3. Ms. Nidhi Sharma Company Secretary and Compliance Officer

B. Board Evaluation:

The Company has a Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors which include criteria for performanceevaluation of the Non-Executive Directors and Executive Directors.

The Board and its Committee evaluations involved questionnaire-driven discussions thatcovered a number of key areas / evaluation criteria inter alia the roles andresponsibilities size and composition of the Board and its Committees dynamics of theBoard and its Committees and the relationship between the Board and management. Theresults of the reviews were discussed by the Board as a whole. Feedback was also sought onthe contributions of individual Directors. Formal Annual Evaluation was made in compliancewith all the applicable provisions of the Act. The Directors were satisfied with theevaluation results which reflected the overall engagement of the Board and its Committeeswith the Company.

The Company believes that the Board be continuously empowered with the knowledge of thelatest developments in the Company’s business and the external forces affecting theindustry in which Company operates.

The following policies of the Company are attached herewith marked as Annexure 1:

1. Policy for selection of Directors and senior management and determining Directorsindependence and

2. Remuneration policy for Directors Key Managerial Personnel and other employees.

C. Declaration by an Independent Director(s) and re-appointment if any:

The Company has received declaration u/s 149(7) of the Companies Act 2013 from theIndependent Directors of the Company confirming that they meet the criteria ofindependence as prescribed under the Companies Act 2013.

The Company has also received disclosure of interest by all the Directors as per theprovisions of Section 184 of Companies Act 2013.

D. Board Familiarization Program:

At the time of appointment of Independent Director through the induction processhe/she is familiarized with the Company the Director’s roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. Detailed presentations are made before the BoardMembers at the Board and its Committee Meetings covering various areas including businessstrategy financial performance and forecast compliances/regulatory updates auditreports risk assessment and mitigation industry roles rights responsibilities ofIndependent Directors etc. The Familiarization Program aims to provide insights into theCompany to enable the Independent Directors to understand its business in depth andcontribute significantly to the Company.

The details of training and familiarization programs are available on our website at https://www.starcominfotech.com/images/starcom/pdfs/familiarisation_programme_Independent_Directors.pdf

13. Number of meetings of the Board of Directors:

The Board of Directors met Four(4) times during the Financial Year on 31st July 202015th September 2020 13th November 2020 and 13th February2021. The intervening gap between any two meetings was not more than 120 days asprescribed by the Companies Act 2013.

Attendance at the Board meetings:

Name of Director 31.07.2020 15.09.2020 13.11.2020 13.02.2021
Ziaulla Sheriff Yes Yes Yes Yes
Maddur Gundurao Mohankumar Yes Yes Yes Yes
Sayeeda Hina Yes Yes Yes Yes
Mohammad Yousuf Khan No Yes NO No

14. Secretarial Standards

The Company complied with the Secretarial Standards 1 and 2 issued by the Institute ofCompany Secretaries of India.

15. Details of Committees of the Board:

Currently the Board has 3 Committees; the Audit Committee Stakeholders’Relationship Committee and Nomination and Remuneration Committee. The composition ofvarious committees and compliances as per the applicable provisions of the Companies Act2013 along with the Rules made thereunder brief details of various Committees areprovided as follows:

i) Audit Committee:

The Board has an Audit Committee which comprises of the following Directors as on 31stMarch 2021. Ms Nidhi Sharma Company Secretary and Compliance Officer acted as theSecretary to the Committee.:

Name Designation Category
Mr. Maddur Gundurao Mohankumar (DIN: 00020029) Chairman Independent Director
Ms. Sayeeda Hina (DIN: 03642269) Member Non-Executive Director
Mr. Mohmmad Yousuf Khan (DIN: 00751929) Member Independent Director

During the year the Committee met 4 times. The details of the number of meetings andattendance at the meeting are given below:

Name of Director 31.07.2020 15.09.2020 13.11.2020 13.02.2021
Mr. Maddur Gundurao Mohankumar Yes Yes Yes Yes
Ms. Sayeeda Hina Yes Yes Yes Yes
Mr. Mohammad Yousuf Khan No Yes No No

All the members of the Audit Committee are financially literate and have accounting orrelated financial management expertise as required under the Companies Act 2013.

All the major steps impacting the financials of the Company are undertaken only afterthe consultation of the Audit Committee.

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.

ii) Nomination and Remuneration Committee:

The Board has Nomination and Remuneration Committee which comprises of the followingDirectors as on 31st March 2021. Ms Nidhi Sharma Company Secretary and ComplianceOfficer acted as the Secretary to the Committee:

Name Designation Category
Mr. Maddur Gundurao Mohankumar (DIN: 00020029) Chairman Independent Director
Ms. Sayeeda Hina (DIN: 03642269) Member Non-Executive Director
Mr. Mohmmad Yousuf Khan (DIN: 00751929) Member Independent Director

During the year no Nomination and Remuneration Committee meeting was held.

The appointment of the Directors and the Key Managerial Personnel is recommended to theBoard by the Committee. The Company has framed a policy to determine the qualification andattributes for appointment and basis of determination of remuneration of all theDirectors Key Managerial Personnel and other employees. A copy of the policy is appendedas Annexure 1 to the Board’s Report.

iii) Stakeholders’ Relationship Committee:

The Board has Stakeholders’ Relationship Committee comprising of three Directors.Ms. Nidhi Sharma Company Secretary and Compliance Officer acted as the Secretary to theCommittee. The composition of the Stakeholders’ Relationship Committee is as follows:

Name Designation Category
Mr. Maddur Gundurao Mohankumar (DIN: 00020029) Chairman Independent Director
Ms. Sayeeda Hina (DIN: 03642269) Chairperson Non-Executive Director
Mr. Ziaulla Sheriff (DIN: 00002098) Member Executive Director

The role of the Committee is to consider and resolve securities holders’ complaintand to approve/ratify transfer of securities. The meetings of the Committee are held oncein a quarter and the complaints if any are responded and transfers are executed withinthe time frame provided.

During the year the Committee met 4 times. The details of the number of meetings andattendance at the meeting are given below:

Name of Director 31.07.2020 15.09.2020 13.11.2020 13.02.2021
Mr. Maddur Gundurao Mohankumar Yes Yes Yes Yes
Ms. Sayeeda Hina Yes Yes Yes Yes
Mr. Ziaulla Sheriff Yes Yes Yes Yes

iv) Corporate Social Responsibility Committee:

During the year under review the Company did not fall within the purview of Section135 of the Companies Act 2013 and it was not mandatory for the Company to constitutecommittee on Corporate Social Responsibility or incur any expenditure towards CorporateSocial Responsibility. Hence the Company has not constituted the Corporate SocialResponsibility Committee.

16. Listing of Securities:

The Company’s equity shares are listed on BSE Ltd. (BSE). The stock code of theCompany at BSE is 531616.

17. Corporate Governance:

As per the provisions of Securities and Exchange Board of India (Listing Obligationsand Disclosures Requirements) Regulations 2015 the provisions of Corporate Governanceare not applicable to your Company. Thus the Company is not required to annex a Report onCorporate Governance.

18. Statutory Auditors and its Report:

At the Annual General Meeting held on 30th October 2017 M/s CAS & Co.(formerly known as K.M. Tulsian & Associates) Chartered Accountants (Firm RegistrationNo. 111075W) were appointed as Statutory Auditors of the Company for a term of 5 yearsfrom the conclusion of the 22nd Annual General Meeting until the conclusion of27th Annual General Meeting.

The observations in the Auditors’ Report are dealt in the notes forming Part ofthe accounts at appropriate places. The management’s reply to the observations in theAnnexure to the Auditors’ Report is given under:

Clause No. Auditors’ Remarks/ Observations Management Reply
Annexure B The material weakness has been identified in the operating effectiveness of the Company’s internal financial controls over financial reporting as at 31st March 2021: The Company has noted the same and has already started taking necessary steps to improve the same
The documentation in respect of specific policies and procedures and the IT Controls pertaining to internal financial controls over financial reporting are not adequate and needs to be further strengthened. This may potentially result in the risk of overriding of these controls and misstatement in recording of transaction.
A "material weakness" is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
B. As stated in note 39 of the financial statements the Company have an overdue statutory dues as on 31st March 2021 in respect of Sales Tax / Service Tax / Goods and Service Tax of Rs. 226.43 lacs (including interest oi Rs. 118.85 lacs) Provident Fund / ESIC / Professional Tax of Rs. 169.70 lacs (including interest of Rs. 69.50 lacs) and Tax Deducted at Source or Rs. 577.58 lacs (including interest of Rs. 219.41 lacs). Though the Company has provided for interest up to 31st March 2021 in respect of these liabilities any other consequential impacts as per the respective laws are not ascertained at present. Accordingly We are unable to comment upon the resultant effect of same on the Assets Liability and Loss of the company. For the financial year 2020- 21 and till date the Company has serviced statutory liabilities for a sum of Rs.113.32 lakhs
c. As stated in note 40 of the financial statements the Company has not provided rent for the year ended 31st March 2021 amounting to Rs. 113.85 lacs in respect of office premises owned by a promoter of the Company jointly with another party since the Company is having negative cashflows and current pandemic situation. Had these expenses have been booked by the Company Rent expense loss for the quarter and year end would have been higher by Rs. 113.85 lacs respectively and liabilities and debit balance of other equity would have been higher by Rs. 227.69 lacs as at 31st March 2021. Considering the continuance of the pandemic over the last year and this year the agreement with the landlord is being formalised on new terms & conditions for the current fiscal. The rent for the 5period will be provided for once the rent(s) are agreed upon and formal rent agreement signed by both parties.
D. Attention is invited to Note no. 41 in respect of deferred tax assets amounting to Rs. 62.33 lacs in the absence of appropriate audit evidence for reasonable certainty of its realisation had the said deferred tax assets have not been recognised loss for the quarter and year end debit balance of other equity would have been higher by and assets would have been lower by Rs. 62.33 lacs. The Company has recognised deferred tax asset as management believes that the Company will generate sufficient profits in near future to realise the same
E. Attention is invited to Note no. 42 in respect of Intangible Assets under Development amounting to Rs. 2431.03 lacs which is not completed since long time. In the absence of appropriate audit evidence we are unable to comment whether it is probable that the expected future economic benefits that are attributable to the asset will flow to the Company and impairment loss if any in respect of the same. Accordingly We are unable to comment upon the resultant effect of same on the Assets Liability and Loss of the company. The Company is developing Software related to Business Intelligence and Data Quality Solutions. The management believes that the expected future economic benefits that are attributable to the asset will flow to the Company

19. Secretarial Auditor and its Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. Supriya Kumar Guha Practicing Company Secretaries (FCS: 2625and CP:14795) to undertake the Secretarial Audit of the Company for the financial year 2020-21and issue Secretarial Audit Report. The Secretarial Audit Report issued by M/s. SupriyaKumar Guhafor the financial year 2020-21 in Form MR-3 forms part of this report and markedas Annexure 3. The reply from the Board on the remarks/ qualifications of theSecretarial Auditors is as under:

Clause No. Auditors’ Remarks/ Observations Management Reply
1 The Company delayed submitting its shareholding pattern to Bombay Stock Exchange (BSE) as required under regulation 33 of SEBI (Listing obligations and Disclosure Requirements) Regulation 2015 (as amended from time to time) and paid a fine of INR 33040 inclusive of GST. The company is always duly complied in all the compliances. This was an inadvertent error & company has taken necessary steps for the Future
2 The Company has delayed the payment of Annual Listing fee to BSE. This was Due to COVID. However the Fees were paid within the Extended time period provided by BSE.
3 The Company has delayed the payment of annual fees to National Securities Depositories Limited and Central depository Services Limited. This was due to COVID. However both the Fees were paid within the Extended time period provided by both the depositories.
4 The Company has not filed the reporting of annual return on Foreign Liabilities and Assets (FLA) for 2020-2021 as required under the Foreign exchange Management Act 1999 even though it has foreign shareholding. This was an inadvertent error & company has taken necessary steps towards it.

20. Internal Auditors:

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 and on the basis of the recommendation of Audit Committee theBoard of Directors in their meeting held on 15th September 2020 had appointedM/s. Mahesh & Nagaraj Chartered Accountants (Firm Registration Number: 010986S) asthe Internal Auditors of the Company for the financial year 2020- 2021.

21. Extract of the Annual Return:

In accordance with Section 134(3)(a) read with Section 92(3) of the Act the AnnualReturn in Form MGT-7 is placed on the website of the Company and same can be downloaded byclicking on the following link:

22. Details of establishment of vigil mechanism for Directors and employees:

The Company has a ‘Whistle Blower Policy’/‘Vigil Mechanism’ inplace. The Vigil Mechanism of the Company provides Directors Employees customerscontractors and other stakeholders of the Company to report their concerns and seek theirredressal. The Company has also taken steps to safeguard any person using this mechanismfrom victimization and in appropriate and exceptional cases there is direct access toapproach the Chairman of the Audit Committee. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the Chairmanof the Audit Committee. The policy on vigil mechanism/ whistle blower policy may beaccessed on the Company’s websiteathttp://www.starcominfotech.com/images/starcom/pdfs/VigilMechanism.pdf

23. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

The Company has in place an Anti-sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been setup pursuant to theprovisions mentioned under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 relating to the constitution of Internal ComplaintsCommittee to redress the complaints received regarding sexual harassment. All employeesare covered under this Policy. The policy is gender neutral.

During the year under review no cases were filed/pending with respect to sexualharassment.

24. Conservation of energy technology absorption and foreign exchange earnings andoutgo:

The particulars as prescribed under Sub-Section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are as follows:

A) Conservation of energy:

i) The steps taken or impact on conservation of energy;

Your Company is in service industry and not having manufacturing activity. The Companyis not covered under the list of specified industries. However the Company on continuousbasis takes measures for conservation of power.

ii) The steps taken by the Company for utilising alternate sources of energy:

The Company is using electricity as main source of its energy requirement and does nothave any alternate source of energy.

iii) The capital investment on energy conservation equipment:

Not Applicable

B) Technology absorption:

i) The efforts made towards technology absorption:

The Company evaluates the best available technology for improving its performance andquality of its service operations.

ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

The Company has not absorbed/made any new technology during the year.

iii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

No technology has been imported by the Company.

iv) The expenditure incurred on Research and Development: Nil

C) Foreign exchange earnings and Outgo:

The information relating to the total foreign exchange used and earned by the Companyis given below:

Particulars Financial year 2020-21 Financial year 2019-20
Foreign Exchange inflow 23707361 46059612
Foreign Exchange outflow 2280933 16328776

25. Particulars of loans guarantees or investments under Section 186:

During the year under review the Company has not provided any loans made investmentsgave guarantees or subscribed/purchased securities under Section 186 of the Companies Act2013.

26. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-Section (1) of Section 188 of the Companies Act 2013including transactions entered at arm’s length under third proviso in prescribedForm No. AOC -2 is appended as Annexure 2 to the Directors’ Report.

27. Directors’ Responsibility Statement:

As stipulated under clause(c) of sub-Section (3) of Section 134 of the Companies Act2013 your Directors subscribe to the Directors’ Responsibility Statement and statethat:

a) in preparation of the annual accounts for the financial year ended 31st March 2021the applicable accounting standards had been followed and there are no material departuresfrom them;

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 2021 and of the profitand loss of the Company for the year ended on that date;

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) proper internal financial controls are in place and that the financial controls areadequate and are operating effectively during the financial year ended 31st March 2021;and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively duringthe financial year ended 31st March 2021.

28. Managerial Remuneration:

A) The information required to be disclosed with respect to the remuneration ofDirectors and

KMPs in the Directors’ Report pursuant to Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure 4.

B) There was no employee drawing remuneration more than the limit mentioned under Rule5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

C) The names of top ten employees of the Company in terms of remuneration drawn asrequired pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 isset out as Annexure 5.

D) The Company does not have any Holding Company or Fellow Subsidiary Company and thusprovision w.r.t. receipt of commission from them is not applicable.

29. Risk management policy:

The Company’s robust risk management framework identifies and evaluates all therisks that the organization faces such as strategic financial credit market liquiditysecurity property legal regulatory reputational and other risks. The Companyrecognizes that these risks need to be managed and mitigated to protect its shareholdersand other stakeholders to achieve its business objectives and enable sustainable growth.The risk framework is aimed at effectively mitigating the Company’s various businessand operational risks through strategic actions.

Risk management is an integral part of our critical business activities functions andprocesses. The risks are reviewed for the change in the nature and extent of the majorrisks identified since the last assessment. It also provides control measures for risksand future action plans.

The Board periodically discussed and reviewed the Risk Management Policy to strengthenthe optimal risk mitigation responses reporting of risk and efficient management ofinternal control. The Company believes that the overall risk exposure of present andfuture risks remains within risk capacity.

30. Cost Records:

As per Section 148(1) of the Act read with the Companies (Cost Records and Audit)Rules 2014 the maintenance of cost records is not mandated on the Company.

31. Management Discussion and Analysis:

As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 report on "Management Discussion andAnalysis" is attached as Annexure 6 and forms a part of this Report.

32. General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

c) Issue of sweat equity shares

d) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/ purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged underSection 67(3)(c ) of the Companies Act 2013).

e) Explanation for deviation in use proceeds of public issue rights issuepreferential issue etc.

f) Details in respect of frauds reported by Statutory Auditors under Section 143(12)other than those which are reportable to the Central Government.

Further the Company is following the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

33. Acknowledgements:

The Directors express their deep gratitude for the co-operation and support extended toyour Company by its customers suppliers bankers and various government agencies. YourDirectors also place on record the commitment and involvement of the employees at alllevels and looks forward to their continued co-operation. The Directors are also thankfulto the Shareholders for their continued support to the Company.

For and on behalf of the Board of Directors

Sd/-

Ziaulla Sheriff

Chairman and Managing Director

DIN: 00002098

Add: Al-Barka Golden Enclave Airport RoadBangalore-560017

Date: August 13 2021

Place: Bangalore

.