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Starcom Information Technology Ltd.

BSE: 531616 Sector: IT
NSE: N.A. ISIN Code: INE347I01010
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VOLUME 100
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OPEN 47.45
CLOSE 47.45
VOLUME 100
52-Week high 102.90
52-Week low 39.00
P/E
Mkt Cap.(Rs cr) 24
Buy Price 47.45
Buy Qty 5905.00
Sell Price 75.20
Sell Qty 1.00

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 Fourth Annual Report of theCompany and the Audited Financial Statements for the financial year ended31stMarch 2019.

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 2018-19 2017-18
Total Income 150728842 146785055
Total Expenditure (149250699) (145328917)
Profit/ (Loss) before Taxation 1478143 1456138
Less: Provision for Taxation (88267) (426689)
Net Profit after taxation 1389876 1029449

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

2. Brief description of the Company's working during the year/ State of Company'saffair:

During the year under review your Company has achieved a turnover of Rs.140410953/-as compared to turnover of Rs.133320133/- in previous year registering increase inturnover by 5.32%. The total expenses of the Company during the reporting period haveincreased to Rs.149250699/- from Rs.145328917/- in the previous year. During theyear under review there was net profit after tax of Rs.1389876/- as compared to profitafter tax of Rs.1029449/- in the previous financial year.

Your Directors assure to maintain the growth momentum in coming years and strive forbright future for your Company.

3. Dividend:

Your Board of Directors expresses its inability to recommend any dividend for thefinancial year 2018-19.

4. Reserves:

The Company has not proposed any amount to be transferred to the reserve. The totalreserve for the year ended as on March 31st 2019 is Rs.(25146276)/- ascompared to Rs. (26839157)/- in the previous year.

5. Change in the nature of business if any:

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

6. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe 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.31st March 2019and the date of this report. by the regulators or courts or tribunals impacting thegoing concern 7. Detailsofsignificant 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.

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

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

9. Details in respect of adequacy of internal financial controls with reference tothe Financial 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 areidentifiedas a result of the reviews new procedures are put in place to strengthencontrols.

During the year controls were tested and no reportable material weakness in design andoperation were observed. The Auditors also report in their report on adequacy of internalfinancial control. The Company is taking necessary steps to improvise the documentation inrespect of specific policies and procedures and the IT Controls pertaining to internalfinancial controls over financial reporting.

10. 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 as per the requirement of proviso to Rule 2(1)(c)(viii) of the Companies(Acceptance of Deposits) Rules 2014 the details of amount from the Directors andrelative of Directors outstanding as on March 31st 2019 is mentioned below;

Particulars Amount (As on 31stMarch 2019)
1 Mr. Ziaulla Sheriff (Managing Director) Rs. 149357731

11. Directors and Key Managerial Personnel: A. Changes in Directors and KeyManagerial Personnel:

As on the date of this Report your Company has 4 (Four) Directors consisting of 2(Two) Independent Directors 1 (One) Non-Executive Woman Director and 1 (One) ExecutiveDirector.

In pursuance of the provisions of Section 152(6) of the Companies Act 2013 andArticles of Association of the Company Mr. Ziaulla Sheriff of the Company retires at theensuing Annual General Meeting and being eligible offers himself for reappointmentpursuant to provisions of Section 152 of the Act. The Board of Directors recommends hisre-appointment as the Director to the Members of the Company.

Further in accordance with the requirements of the Companies Act 2013 and Articles ofAssociation of the Company the term of Mr. Ziaulla Sheriff (DIN: 00002098) as theChairman and Managing Director of the Company ended on 11th August 2019. The Board ofDirectors on the recommendation of Nomination and Remuneration Committee in their meetingheld on 30th May 2019 approved the re-appointment of Mr. Ziaulla Sheriff as theChairman and Managing Director of the Company with effect from 12th August 2019 for aperiod of three (3) years i.e. till 11th August 2022 subject to the approval of theMembers of the Company in the ensuing Annual General meeting.

The Board recommends the re-appointment of Mr. Ziaulla Sheriff (DIN: 00002098) as theChairman and Managing Director of the Company.

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 2019 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

Further brief resume of the Directors proposed to be appointed and re-appointedrelevant information nature of their expertise in specific functional areas names of thecompanies in which they hold directorships and the memberships/ chairmanships ofCommittees of the Board and their shareholding in the Company as stipulated underRegulation36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Secretarial Standards -2 has been furnished separately in the notice conveningthe 24th Annual General Meeting read with the Annexure thereto forming part of thisReport.

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 CompaniesAct 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 rights responsibilities inthe Company nature of the industry in which the Company operates business model of theCompany etc. Detailed presentations are made before the Board Members at the Board andits Committee Meetings covering various areas including business strategy financialperformance and forecast compliances/regulatory updates audit reports risk assessmentand mitigation industry roles rights responsibilities of Independent Directors etc.The Familiarization Program aims to provide insights into the Company to enable theIndependent Directors to understand its business in depth and contribute significantly tothe 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

12. Number of meetings of the Board of Directors:

The Board of Directors met Four (4) times during the Financial Year on 30thMay 2018 14th August 2018 14th November 2018 and 14th February2019. 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 30.05.2018 14.08.2018 14.11.2018 14.02.2019
Ziaulla Sheriff Yes Yes Yes Yes
Mohankumar Gundurao Maddur Yes Yes Yes Yes
Sayeeda Hina Yes No Yes Yes
Mohammad Yousuf Khan No No Yes No

13. Secretarial Standards

The Company complied with the Secretarial Standards 1 and 2 issued by the Institute ofCompany Secretaries of India. 14. Details of Committees of the Board:

Currently the Board has 3 Committees; the Audit Committee Stakeholders' RelationshipCommittee and Nomination and Remuneration Committee. The composition of various committeesand compliances as per the applicable provisions of the Companies Act 2013 along withthe Rules made there under brief details of various Committees are provided as follows: i)Audit Committee: The Board has an Audit Committee which comprises of the followingDirectors as on the date of this Report. Ms Nidhi Sharma

Company Secretary and Compliance Officer 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 the Committee met 4 times. The details of the number of meetings andattendance at the meeting are given below:

Name of Director 30.05.2018 14.08.2018 14.11.2018 14.02. 2019
Mr. Maddur Gundurao Mohankumar Yes Yes Yes Yes
Ms. Sayeeda Hina Yes Yes Yes Yes
Mr. Mohammad Yousuf Khan No No Yes No

literate and have accounting or related financial AllthemembersoftheAuditCommitteearefinancially management expertise as required under theCompanies Act 2013.

All the major steps impacting the financials of the Company are undertaken only afterthe consultation of theAudit 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 the date of this

Report. 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 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 and attributes forappointment and basis of determination of remuneration of all the Directors KeyManagerial Personnel and other employees. A copy of the policy is appended as Annexure1 to the Directors' 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 the Committee.The composition of theStakeholders' Relationship Committee is as follows:

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

The role of the Committee is to consider and resolve securities holders' complaint andto approve/ratify transfer of securities. The meetings of the Committee are held once in aquarter and the complaints if any are responded and transfers are executed within thetime 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 30.05.2018 14.08.2018 14.11.2018 14.02. 2019
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. 15. Listing of Securities

The Company's equity shares are listed on BSE Ltd. (BSE). The stock code of the Companyat BSE is 531616. 16. 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.

17. 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 of theaccounts at appropriate places. The management's reply to the observations in the Annexureto 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 ofthe The Company has noted Company's internal financial controls over financial reportingas at 31st March the same and has already 2019: started taking necessary Thedocumentation in respect of specific policies and procedures and the IT steps toimprovise the Controls pertaining to internal financial controls over financialreporting are not same. adequate and needs to be further strengthened. This maypotentially result in the risk of overriding of these controls and misstatement inrecording of transaction. A "material weakness" is a deficiency or acombination of deficiencies in internal control over financial reporting such that thereis a reasonable possibility that a material misstatement of the Company's annual orinterim financial statements will not be prevented or detected on a timely basis (vii) a) TheCompany have an overdue statutory dues as on 31st March 2019 According to the recordsof the Company amount deducted/accrued in the Due to administrative and books of accountsin respect of the undisputed statutory including Provident financial difficulties facedFund Employee's State Insurance Income tax Sales tax Service tax Duty of by theCompany there are Customs Duty of Excise Value Added Tax Cess and other statutory duesto the irregularities in depositing extent applicable to the Company have not beenregularly deposited with the the statutory dues with the appropriate authorities. Undisputedamounts payable in respect thereof which appropriate authorities. were outstanding as at31stMarch 2019 for a period more than six months from the date they becamepayable are as follows.

Name of the Statue Nature of dues Amount (Rs)
The Income Tax Act 1961 Tax Deduction at Source (TDS) 25602688
Finance Act 1994 Service Tax 2508616
The Employee's Provident fund and Provident Fund Miscellaneous Provisions Act 1952 8214754
Central Sales Tax 1956 Central Sales Tax Karnataka 1800028
Karnataka VAT2003 Value Added Tax 232282
Central Sales Tax 1956 Central Sales Tax -Delhi 2157561
The Central Goods and Service Tax Act Goods and Service tax 2017 8461281
The Karnataka Tax on Professions Trades Professional Tax Callings and Employment Act 1976 257500
Employees' State insurance Act1948 Employee State insurance 309629

18. 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. Hemanshu Kapadia & Associates Practicing Company

Secretaries (FCS: 3477 and CP: 2285) to undertake the Secretarial Audit of the Companyfor the financial year 2018-19 and issue Secretarial Audit Report. The Secretarial AuditReport issued by M/s. Hemanshu Kapadia & Associates for the financial year 2018-19 inForm MR-3 forms part of this report and marked as Annexure 3. The reply from theBoard on the remarks/ qualifications of the Secretarial Auditors is as under:

19. 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 14thAugust 2018 had appointed M/s.Mahesh & Nagaraj Chartered Accountants (Firm Registration Number: 010986S) as theInternal Auditors of the Company for the financial year 2018- 2019.

20. Extract of the Annual Return:

In accordance with Section 134(3)(a) read with Section 92(3) of the Act an extract ofthe Annual Return in Form MGT-9 is placed on the website of the Company and same can bedownloaded by clicking on the following link:https://www.starcominfotech.com/investors.aspx 21. Details of establishment of vigilmechanism for Directors and employees:

The Company has a ‘Whistle Blower Policy'/‘Vigil Mechanism' in place.TheVigil Mechanism of the Company provides Directors Employees customers contractors andother stakeholders of the Company to report their concerns and seek their redressal. TheCompany has also taken steps to safeguard any person using this mechanism fromvictimization and in appropriate and exceptional cases there is direct access to approachMr. Maddur Gundurao Mohankumar (DIN: 00020029) Chairman of the Audit Committee. Protecteddisclosures can be made by a whistle blower through an e-mail or dedicated telephone lineor a letter to the Chairman of the Audit Committee. The policy on vigil mechanism/ whistleblower policy may be accessed on the Company's websiteathttp://www.starcominfotech.com/images/starcom/pdfs/VigilMechanism.pdf 22. Disclosureunder 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 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.

23. 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 ofenergy;

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 improvementcost reduction product development or 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 reckonedfrom the beginning of the financial year):

No technology has been imported by the Company. iv) The expenditure incurred onResearch 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 2018-19 Financial year 2017-18
Foreign Exchange inflow 50579972 50077735
Foreign Exchange outflow 8193984 8645583

24. 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 CompaniesAct 2013.

25. 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 prescribed Form No.AOC -2 is appended as Annexure 2 to the Directors' Report.

26. 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 state that:a) in preparation of the annual accounts for the financial year ended 31st March 2019 theapplicable accounting standards had been followed and there are no material departuresfrom them; b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2019 andof the profit and loss of the Company for the year ended on that date; c) the Directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) theDirectors had prepared the annual accounts on a going concern basis; e) the properinternal financial controls are in place and that the financial controls are adequate andare operating effectively during the financial year ended 31st March 2019; and f) theDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively during thefinancial year ended 31st March 2019.

27. 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 CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure 5.

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 6.

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.

28. Risk management policy:

The Company's robust risk management framework identifies and evaluates all the risksthat 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 business andoperational 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 identifiedsince the last assessment. It also provides control measures for risks andfuture 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.

29. 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.

30. 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 7 and forms a part of this Report.

31. 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 under anyscheme. c) Issue of sweat equity shares d) Voting rights which are not directly exercisedby the employees in respect of shares for the subscription/ purchase of which loan wasgiven by the Company (as there is no scheme pursuant to which such persons canbeneficially hold shares as envisaged under Section 67(3)(c ) of the Companies Act 2013).e) Explanation for deviation in use proceeds of public issue rights issue preferentialissue etc. f) Details in respect of frauds reported by Statutory Auditors under Section143(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.

32. 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 Address: Al-BarkaGolden EnclaveAirport RoadBangalore-560017

Date: 13th August 2019 Place: Bangalore

.