Sterlite Technologies Ltd.
|BSE: 532374||Sector: Engineering|
|NSE: STLTECH||ISIN Code: INE089C01029|
|BSE 00:00 | 03 Aug||312.45||
|NSE 00:00 | 03 Aug||312.35||
|Mkt Cap.(Rs cr)||12,398|
|Mkt Cap.(Rs cr)||12398.02|
Sterlite Technologies Ltd. (STLTECH) - Director Report
Company director report
To the Members
Your Directors are pleased to present the Annual Report for theFinancial Year 2019-20 together with the audited financial statements of the Company forthe financial year ended March 31 2020.
FY20 closed with Revenues of ' 4760.50 crores EBITDA of ' 1018.13crores PAT of ' 433.52 crores and EBITDA margins of 21%
FY20 closed with Revenues of ' 5154.40 crores EBITDA of ' 1095.74crores Net Profit attributable to owners of the Company ' 433.90 crores and EBITDAmargins of 21%
Highlights of your Company's operations and state of affairs forthe Financial Year 2019-20 are included in the Management Discussion and Analysis Reportwhich forms part of this Annual Report.
In the past few months the COVID-19 pandemic has developed into aglobal crisis. In this unprecedented situation the Governments across the world areleading the response in their respective countries and your Company is also workingin-line with regulatory directions.
The Company formed a cross functional Business Continuity Planning teamin early February 2020 to focus on 4 key aspects in this crisis.
1. Employee & Ecosystem safety
2. Customer commitment fulfilment
3. Cash Flow planning based on scenario Analysis &
4. The Company's readiness for a quick restart as the situationnormalises.
The Company was one of the first few to advise employees to work fromhome. It has a very strong digital capability to ensure virtual collaborationcommunication & secure data transmission while working from home. In these difficulttimes the Company is continuously in communication with its customers who haveappreciated the Company's efforts to maintain on-time deliveries.
Though there are short term global challenges across the world theCompany is very confident that this challenge would usher in a new era of globaldigitisation and virtual connectivity making the world much more connected much moreborder less and much more efficient and the Company would have a large opportunity tocontribute to make this happen at a faster pace.
The Board of Directors (the Board') is pleased to recommenda final dividend of ' 3.50/- per Equity Share (i.e. 175%) of ' 2/- each for the FY20. Thedistribution of dividend will result in payout of around ' 140.71 crores. The dividendpayout is subject to approval of shareholders at the ensuing Annual General Meeting(AGM'). The Company proposes not to carry any amount to reserves for the FY20.
The Dividend Distribution Policy of the Company in terms of Regulation43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(Listing Regulations') is attached as Annexure I to this Report and is alsoavailable on the website of the Company at https:// www.stl.tech/Code-of-Conduct-and-Policies.html
Acquisition of IDS Group
The Company through its wholly owned subsidiary Sterlite GlobalVentures (Mauritius) Limited (SGVML) acquired the IDS Group a data centre networkinfrastructure design and deployment specialist based in the United Kingdom. Thetransaction is structured to acquire 100%. Out of this 80% has been acquired and theremaining 20% will be acquired based on an earn-out model over the next few years.
The entities of the Group are Impact Data Solutions Limited("IDS") its wholly owned subsidiary Impact Data Solutions B.V.("BV")and its affiliate company namely
Vulcan Data Centre Solutions Limited ("Vulcan"). IDS is aspecialist provider of data centre and colocation design and installation services. It hasa pan European presence with a dedicated partner ecosystem for flawless execution.
The acquisition will strengthen the Company's position in thecloud and data centre market and bring access to two of the top global cloud providersinto its customer pool.
Investment in Asocs Israel
The Company through its wholly owned subsidiary SGVML acquired 12.8%stake in ASOCS limited a virtual Radio Access Networks technology Company (vRAN) basedout of Israel. ASOCS is a pioneer in vRAN and a provider of fully virtualised NFV-compatible virtual base station solutions for enterprise and Telco-Networks.
The investment strengthens the Company's offering in the promisingand fast growing virtualised radio access space.
Buyback of Equity Shares
During the year under review the Board at its meeting held on March24 2020 approved the buyback of fully paid-up equity shares of the Company at a pricenot exceeding ' 150/- per equity share from the open market through stock exchangemechanism.
The Buy-back shall not exceed an aggregate amount of ' 145 crores being9.95% and 9.32% of the aggregate of the total paid-up equity capital and free reserves(including securities premium) of the Company based on the audited standalone andconsolidated financial statements respectively of the Company for last financial yearended on March 312019.
The Buy-back is expected to achieve the following objectives:
a. For seeking a fairer valuation of the Company's stock price;and
b. Improve key return ratios like return on net worth return on assetsetc. over a period of time
The Company believes that the Buy-back will create long term value forshareholders.
Shifting of Registered Office
The Registered Office of your Company is presently situated atAurangabad in the State of Maharashtra within the jurisdiction of Registrar of CompaniesMumbai.
It is proposed to shift the Registered Office to Pune within thejurisdiction of Registrar of Companies Pune Maharashtra in order to bring operationalsynergies and aid the management in running the business operations more effectively.
The Board at its meeting held on May 12 2020 has approved theshifting of Registered Office subject to the approval of shareholders. A resolutionseeking Members' approval is included in the Notice convening the ensuing AGM.
A Report on Corporate Governance in terms of Regulation 34 of theListing Regulations along with a Certificate from Practising Company Secretarycertifying compliance of conditions of Corporate Governance enumerated in the ListingRegulations is presented in a separate section forming part of this Annual Report.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under reviewgiving detailed analysis of Company's operations as stipulated under Regulation 34of the Listing Regulations is presented in a separate section forming part of this AnnualReport.
Business Responsibility Report (BRR)
The Listing Regulations mandate the inclusion of the BRR as part of theAnnual Report for the top 1000 listed entities based on market capitalization. Incompliance with the Listing Regulations the Company has included a separate section onBusiness Responsibility as a part of this Annual Report.
Material Changes and Commitments if any affecting the FinancialPosition of the Company
There were no adverse material changes or commitments occurred betweenthe end of financial year and date of this report which may affect the financial positionof the Company or may require disclosure.
A calendar of Meetings is prepared and circulated in advance to theDirectors. During FY20 six meetings of the Board of Directors were held on April 232019; July 18 2019; October 24 2019; December 05 2019; January 15 2020 and March 242020. The maximum time-gap between any two consecutive meetings did not exceed one hundredand twenty days. Video/Tele-conferencing facilities are made available to facilitateDirectors travelling abroad or present at other locations to participate in themeetings.
Composition of Audit Committee
The Board has constituted the Audit Committee which comprises of Mr. A.R. Narayanaswamy as the Chairman;
Mr. Arun Todarwal Mr. Sandip Das and Mr. Pravin Agarwal as theMembers. All recommendations given by Audit Committee during FY20 were accepted by theBoard. Further details on the Audit Committee and other Committees of the Board are givenin the Corporate Governance Report which forms a part of this Annual Report.
Directors and Key Manangerial Personnel
During the year Mr. Arun Todarwal and Mr. A.R. Narayanaswamy werere-appointed as Independent Directors of the Company for a second term of two years witheffect from April 12019 to March 31 2021. The members approved the aforesaidre-appointments in the AGM held on July 23 2019.
Mr. Pravin Agarwal's appointment and Dr. Anand Agarwal'sappointment as a Whole-time Directors of the Company is valid upto October 29 2020. andJuly 29 2020 respectively. The Board at its Meeting held on May 12 2020 has approvedthe aforesaid re-appointments for a further period of five years subject to the approvalof members.
Resolutions seeking Members' approval is included in the Noticeconvening the ensuing AGM. The Board recommends the re-appointment of Mr. Pravin Agarwaland Dr. Anand Agarwal.
Pursuant to Section 149 read with Section 152 of the Companies Act2013 (the Act') Mr. Pratik Agarwal NonExecutive Director will retire byrotation at the ensuing AGM and being eligible offers himself for re-appointment. TheBoard recommends his appointment.
The Company has received necessary declarations from all theIndependent Directors confirming that they meet the criteria of independence as prescribedunder the Act and the Listing Regulations. The Independent Directors of the Company havealso registered themselves in the databank with the Indian Institute of Corporate Affairsand confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointmentsand Qualifications of Directors) Rules 2014. The Board is of the opinion that theIndependent Directors of the Company possess requisite qualifications experience andexpertise and they hold highest standards of integrity.
Pursuant to provisions of Section 203 of the Act and the Rules madethereunder following are the Key Managerial Personnel (KMP) of the Company:
1. Dr. Anand Agarwal - Chief Executive Officer
2. Mr. Anupam Jindal - Chief Financial Officer
3. Mr. Amit Deshpande - Company Secretary
There has been no change in the KMP during FY20.
Performance Evaluation of the Board its Committees and IndividualDirectors
The Board of Directors of the Company is committed to assessing its ownperformance as a Board in order to identify its strengths and areas in which it mayimprove its functioning. To that end the Nomination and Remuneration Committee hasestablished processes for performance evaluation of Independent Directors the Board andCommittees of the Board. Pursuant to the provisions of the Act and the ListingRegulations the Board has carried out an annual evaluation of its own performanceperformance of its Committees as well as the directors individually. Details of theevaluation mechanism are provided in the Corporate Governance Report.
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration (NRC Policy'). The NRC Policy of the Companyincludes criteria for determining qualifications positive attributes and independence ofa director and policy relating
to the remuneration of Directors Key Managerial Personnel and otheremployees and is framed with the object of attracting retaining and motivating talentwhich is required to run the Company successfully. The Policy can also be accessed onCompany's website at the link: https://www.stl .tech/Code-of-Conduct-and-Policies.html
Directors' Responsibility Statement
Pursuant to provisions of Section 134(3)(c) and Section 134(5) of theAct your Directors state that:
a) in the preparation of the annual accounts for the year ended March312020 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2020and of the profit of the Company for the year April 1 2019 to March 312020;
c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) the Directors have prepared the annual accounts on a goingconcern' basis;
e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and
f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
Compliance with Secretarial Standards
Your Directors confirm that the Secretarial Standard - 1 on Meetings ofBoard of Directors and Secretarial Standard - 2 on General Meetings issued by TheInstitute of Company Secretaries of India have been duly complied with.
Contracts or Arrangements with Related Parties
All contracts and arrangements with related parties entered by theCompany during the financial year were in the ordinary course of business and on anarm's length basis.
During the year the Company had not entered into any contract orarrangement with related parties which could be considered material' in termsof the Company's Related Party Transactions Policy. Accordingly there are notransactions that are required to be reported in Form AOC-2.
Details regarding the policy approval and review of Related PartyTransactions are provided in the Corporate Governance Report.
In accordance with Section 129(3) of the Act a statement containingsalient features of the financial statements of the subsidiary companies in Form AOC-1 isprovided as part of the consolidated financial statement. Hence a separate report on theperformance and financial position of each of the subsidiaries and joint venture companiesis not repeated here for the sake of brevity. This also includes highlights of performanceof Jiangsu Sterlite Tongguang Fibre Co. Ltd. and Metallurgica Bresciana S.p.A. materialsubsidiaries of the Company.
During the year under review Impact Data Solutions Limited UK ImpactData Solutions B.V. Netherlands Vulcan Data Centre Solutions Limited UK Sterlite TechHoldings (UK) Limited and Sterlite Tech Cables Solutions Limited India have becomesubsidiaries of the Company. No company has ceased to be subsidiary/joint venture orassociate of the Company during FY20.
Policy on material subsidiaries as approved by the Board of Directorsmay be accessed on the Company's website athttps://www.stl.tech/Code-of-Conduct-and-Policies.html
The Audited Financial Statements of the Subsidiary Companies have notbeen included in the Annual Report. The financial statements of the Subsidiary Companiesand the related information will be made available upon request to the members seekingsuch information at any point of time. These financial statements will also be availableon the Website of the Company https://www.stl.tech/downloads.html#subsidiary
The Ministry of Corporate Affairs and SEBI has provided severalrelaxations in view of difficulties faced by the Companies on account of threat posed byCovid-19. Pursuant to General Circular No.20/2020 dated May 5
2020 issued by the Ministry of Corporate Affairs and Circular No.SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020 issued by SEBI the Company shall notbe dispatching physical copies of financial statements and the Annual Report shall be sentonly by email to the members.
The consolidated financial statements of the Company prepared inaccordance with Indian Accounting Standards (Ind AS) notified under the Companies (IndianAccounting Standards) Rules 2015 duly audited by Statutory Auditors also forms part ofthis Annual Report.
M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No.012754N/N500016) (PWC') were appointed as the Statutory Auditors for a periodof 5 years from the conclusion of the AGM of the Company held on July 4 2017. Therequirement of seeking ratification of the members for continuance of their appointmenthas been withdrawn consequent upon the changes made by the Companies (Amendment) Act 2017with effect from May 07 2018. Hence the resolution seeking ratification of the membersfor appointment of PWC is not being placed at the ensuing Annual General Meeting.
Statutory Auditor's Report
There are no qualifications reservations or adverse remarks theStatutory Auditors in their report for the financial year ended March 31 2020.
The Auditor's Report for the financial year ended March 312019carried a Qualified Opinion regarding demand of excise and customs duty and penaltyamounting to ' 188 crores. .
During the year under review the Company made an application underSabka Vishwas Legacy Dispute Resolution Scheme 2019 (Amnesty Scheme) with respect to theaforesaid demand. The said application has been reviewed by the Authorities and Tax DuesStatement has been issued bearing reference confirming the tax dues to be paid. TheCompany has paid the tax dues and have also submitted the requisite undertaking to theAuthorities. Additionally the Company has also submitted the appeal withdrawalapplication before the Hon'ble Supreme Court and hearing is awaited.
Hence the statutory auditors report for the financial year ended March31 2020 does not contain any qualification with respect to the above.
Pursuant to Section 204 of the Act Dr. K.R. Chandratre PractisingCompany Secretary was appointed to conduct the Secretarial Audit of the Company for thefinancial year ended March 31 2020. The Report of the Secretarial Auditor is annexed asAnnexure II to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
The Company is required to make and maintain cost records for CopperCables as specified by the Central Government under sub-section (1) of section 148 of theAct. Accordingly the Company has been making and maintaining the records as required.
Pursuant to Section 148 of the Act read with The Companies (CostRecords and Audit) Rules 2014 the cost audit records maintained by the Company arerequired to be audited. Mr. Kiran Naik Cost Accountant has been appointed as the CostAuditor to audit the cost accounts of the Company for said products for FY21 at aremuneration of ' 100000 plus at actuals out of pocket expenses. Mr. Kiran Naik hasconfirmed that his appointment is within the prescribed limits. As required by theprovisions of the Act a resolution seeking Members' approval for the remunerationpayable to Mr. Kiran Naik Cost Auditor is included in the Notice convening the ensuingAGM.
Cost Audit Report for FY20 will be filed with the Registrar ofCompanies within the prescribed timelines.
Internal Financial Controls
The Company has in place adequate internal financial controlscommensurate with the size scale and complexity of its operations. During the year suchcontrols were tested and the Company has in all material respects maintained adequateinternal financial controls over financial reporting as of March 31 2020 and areoperating effectively. Pursuant to the application made by the Company under the aforesaidAmnesty Scheme and payment of tax dues which has been expensed-off in the incomestatement the material weakness identified and reported in prior years by StatutoryAuditors no longer exists.
The Board of Directors has devised systems policies and procedures /frameworks which are currently operational within the Company for ensuring the orderlyand efficient conduct of its business which includes adherence to Company'spolicies safeguarding assets of the Company prevention and detection of frauds anderrors accuracy and completeness of the accounting records and timely preparation ofreliable financial information. In line with best practices the Audit Committee and theBoard reviews these internal control systems to ensure they remain effective and aredesigned to achieve their intended purpose. Where weaknesses if any are identified as aresult of the reviews corrective actions are then put in place to strengthen controls.
The systems/frameworks include proper delegation of authorityoperating philosophies policies and procedures effective IT systems aligned to businessrequirements
an internal audit framework an ethics framework a risk managementframework and adequate segregation of duties to ensure an acceptable level of risk.
The Company has documented Standard Operating Procedures (SOP) for keyfunctions such as for procurement project / expansion management capital expenditurehuman resources sales and marketing finance treasury compliance management safetyhealth and environment (SHE) and manufacturing. The Company's internal auditactivity is managed through the Management Assurance Services (MAS') function.It is an important element of the overall process by which the Audit Committee and theBoard obtains assurance on the effectiveness of relevant internal controls.
The scope of work including annual internal audit plan authority andresources of MAS are regularly reviewed and approved by the Audit Committee. Annualinternal audit plan is aligned with ERM to ensure that all critical risks are covered inthe audit plan. Besides its work is supported by the services of leading internationalaudit firms. The annual internal audit includes: monthly physical verification ofinventory and review of accounts/MIS and a quarterly review of critical businessprocesses. To enhance internal controls the internal audit follows a stringent gradingmechanism monitoring and reporting of the implementation of internal auditors'recommendations of internal auditors. The internal auditors make periodic presentations onaudit observations including the status of follow-up to the Audit Committee.
During the year under review neither the Statutory Auditors nor theSecretarial Auditor has reported to the Audit Committee under Section 143 (12) of theCompanies Act 2013 any instances of fraud committed against the Company by its officersor employees the details of which would need to be mentioned in the Boards' report.
Legal Compliances Management
The Company mitigates its legal and regulatory compliance risks withthe help of an online compliance management tool. It is a well-defined system for storingmonitoring and ensuring compliances under various legislations. Noncompliances if anyare reported and corrective actions are taken within a reasonable time. Any regulatoryamendment is updated periodically in the system. Based on reports from the system andcertificates from functional heads the CEO presents the quarterly compliance certificateto the Board at the Board meetings.
Business Risk Management
The Company has formally implemented Enterprise Risk Managementframework and have policy to identify and assess the risk events monitor and report onaction taken to mitigate identified risks. A detailed exercise is carried out periodicallyto identify evaluate manage and monitor both business and non-business risk. The AuditCommittee and the Board of Directors periodically review the risk and suggest steps to betaken to control and mitigate the same through a properly defined framework. Details ofRisk Management are presented in a separate section forming part of this Annual Report.
The Board has constituted Risk Management Committee effective January24 2019. The Committee comprises of Ms. Kumud Srinivasan- Chairperson Mr. Arun Todarwal
Mr. Sandip Das Dr. Anand Agarwal Directors and
Mr. Anupam Jindal Chief Financial Officer as the Members.
Vigil Mechanism / Whistle Blower Policy
The Company has established a vigil mechanism and formulated theWhistle Blower Policy (WB) to deal with instances of fraud and mismanagement if any. Thedetails of the WB Policy are explained in the Corporate Governance Report and also postedon the website of the Company.
Disclosure Regarding Prevention of Sexual Harassment
The Company is committed to maintaining a productive environment forall its employees at various levels in the organisation free of sexual harassment anddiscrimination on the basis of gender. The Company has framed a policy on Prevention ofSexual Harassment in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 ("POSH Act"). TheCompany has also set up "Prevention of Sexual Harassment Committee which is incompliance with the requirement of the POSH Act to redress the Complaints receivedregarding sexual harassment which has formalised a free and fair enquiry process withclear timeline. During the financial year Company had received 2 complaints which havebeen resolved. No other complaint was pending as on March 31 2020.
Employees Stock Option Scheme
The Company's Employee Stock Option Schemes are in line withCompany's philosophy of sharing benefits of growth with the growth drivers and are incompliance with the applicable SEBI Regulations. The Company allotted 1421264 sharesduring the year to various employees who exercised their options. The Certificate from theStatutory Auditors confirming that the Scheme has been implemented in accordance with theSEBI Regulations and the resolution passed by the shareholders would be placed at the AGMfor inspection by members.
Disclosures with respect to Stock Options as required under Regulation14 of the Regulations are available in the Annexure III to this Report Notes to theFinancial Statements and can also be accessed on the Company's website at https://www.stl.tech/downloads.html
Particulars of Employees and Related Disclosures
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided as Annexure IV to thisReport.
A statement containing particulars of employees as required underSection 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided as a separate annexureforming part of this Report. However the Annual Report is being sent to the membersexcluding the aforesaid annexure. The said information is available for inspection and anymember interested in obtaining such information may write to the Company Secretary orRegistrar and Transfer Agent and the same will be furnished on request.
Extract of Annual Return
Pursuant to Section 92(3) of the Act and Rule 12(1) of the CompaniesManagement and Administration) Rules 2014 an extract of the Annual Return in Form MGT-9is annexed herewith as Annexure - V.
As on March 31 2020 the Company has outstanding Secured RatedRedeemable Non-Convertible Debentures (NCDs) of ' 225 crores. The Company has maintainedasset cover sufficient to discharge the principal amount along with outstanding Interestat all times for its NCDs. NCDs are listed on the debt segment of BSE Limited as per theSEBI Guidelines and Listing Regulations.
The details of debenture trustee are as below-
Axis Trustee Services Limited
The Ruby 2nd Floor SW
29 Senapati Bapat Marg Dadar West
Mumbai- 400 028
Contact No.: +91- 022-6230 0438
The Company's financial discipline is reflected in the strongcredit rating ascribed by ICRA/CRISIL:
Particulars of Loans Guarantees or Investments
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Act are given in the notes to the Financial Statements.
Particulars of Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo
The particulars of conservation of energy technology absorption andforeign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act readwith Rule 8 of The Companies (Accounts) Rules 2014 are given as Annexure VI to thisReport.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Act relevant amountswhich remained unpaid or unclaimed for a period of seven years have been transferred bythe Company to the Investor Education and Protection Fund established by CentralGovernment. Details of unpaid and unclaimed amounts lying with the Company as on July 232019 (date of last AGM) have been uploaded on the Company's website at https://www.stl.tech/latestdisclosure.html
Transfer of Underlying Shares' to IEPF
In terms of Section 124(6) of the Act read with IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 the Company has transferred theequity shares in respect of which dividends have remained unclaimed for a period of sevenconsecutive years to the IEPF Account established by the Central Government. Details ofshares transferred have been uploaded on the website of the Company.
Corporate Social Responsibility
The Board has constituted Sustainability and Corporate SocialResponsibility Committee (CSR Committee') which comprises Mr. Arun TodarwalChairman Mr. A.R. Narayanaswamy Mr. Pravin Agarwal and Dr. Anand Agarwal Members. TheBoard has also approved a CSR policy on recommendations of CSR Committee which isavailable on the website of the Company at https://www.stl.tech/Code-of-Conduct-and-Policies.html
As part of its initiatives under Corporate Social Responsibility theCompany has undertaken projects in the areas of Education Health Women Empowerment andCommunity Development during FY20.
During the year the Company has spent ' 9.20 crores on CSR activities.The Annual Report on CSR activities in accordance with Section 135 of the Act read withCompanies (Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure VIIto this Report.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
a) The Company has not accepted any deposits from the public orotherwise in terms of Section 73 of the Act read with Companies (Acceptance of Deposit)Rules 2014 and as such no amount on account of principal or interest on deposits frompublic was outstanding as on the date of the Balance Sheet.
b) The Company has not issued any equity shares with differentialrights as to dividend voting or otherwise.
c) The Whole-time Directors of the Company do not receive anyremuneration or commission from any of its subsidiaries.
d) No significant or material orders were passed by the RegulatorsCourts or Tribunals which impact the going concern status and Company's operations infuture.
e) The Auditors have not reported any matter under Section 143 (12) ofthe Act therefore no details are required to be disclosed under Section 134 (3)
(ca) of the Act.
Your Directors would like to express their appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. Your Directorstake on record their deep sense of appreciation tc the contributions made by the employeesthrough their hare work dedication competence support and co-operation towards theprogress of your Company.
For and on behalf of the Board of Directors