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Sumeru Industries Ltd.

BSE: 530445 Sector: Others
NSE: N.A. ISIN Code: INE764B01029
BSE 15:41 | 09 Jul 0.69 0






NSE 05:30 | 01 Jan Sumeru Industries Ltd
OPEN 0.69
52-Week high 1.44
52-Week low 0.64
P/E 69.00
Mkt Cap.(Rs cr) 5
Buy Price 0.66
Buy Qty 501.00
Sell Price 0.69
Sell Qty 308.00
OPEN 0.69
CLOSE 0.69
52-Week high 1.44
52-Week low 0.64
P/E 69.00
Mkt Cap.(Rs cr) 5
Buy Price 0.66
Buy Qty 501.00
Sell Price 0.69
Sell Qty 308.00

Sumeru Industries Ltd. (SUMERUINDUSTRIE) - Director Report

Company director report


The members of

Sumeru Industries Limited

Your Directors are pleased to present the Twenty Sixth Annual Report an the businessand operations of the Company together with the Audited Financial Statements for the yearended March 312019.

1. Financial Performance of the Company:

A summary of the Company's financial results for the Financial Year 201B-19IS as under

(Amount in Lacs.)

Particulars 2018-19 2017-18
Income from Operation 0 267.70
Other Income 38.50 30.04
Total Income 38.50 297.74
Total Expenditure before tax and dep. 45.90 280.45
ProflV(loss) before tax and dep. -7.40 17.29
Provision for depredation 7.69 8.04
GST recovered on sales 0 3.90
T^x expenses -3.11 1.04
Net proflV(loss) after tax fix the year 3.40 4.31
Add: balance 8/Ffrom previous year 299.29 294.98
Balance earned to next year 302.69 299.29

2. Operational Review:

Company Is operating In the business of Trading. During the year under review theCompany has earned total income of Rs BS.SOLaowhlch mainly comprise of other income onlyas due to degraded market scenario and uncertainty in trading Company could not earntrading orders. After deducting all administrative expenses and depreciation and necessaryadjustments for taxation etc. the Company has earned a net profit of Rs. 3.AO Lacs duringthe current year. (Previous year of Rs. 4.31 Lacs).

3. 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

Except the Information given In this report no material changes have taken place aftercompletion of the financial year up to the date of this report which may have substantialeffect on business and finances of the Company.

4- Dividend:

Due to business needs In future the directors do not recommend any dividend for thefinancial year.

5. Unclaimed Dividend:

The Company does not have any outstanding unclaimed dividend which Is required to betransferred to the Investor Education and Protection Funds as per the provisions ofSection 125 of the Companies Act 2013. The Company does not have any

outstanding liability on account of Interest and pnnapal of Deposits Debentures orShare Application Money.

6. Share Capital

The paid up Equity Share Capital as at March 312019 stood at 720 Lakhs.. During theyear under review the Company has not issued shares or convertible securities or shareswith differential voting rights nor has granted any stock options or sweat equity orwarrants. As on March 31 2019 none of the Directors of the Company hold Instrumentsconvertible Into Equity Shares of the Company.

7. Change In Registered Office

Company had a registered office at 10th Floor Sumeru Center. Paldl Ahmed abed and aCorporate office at F.P. No-123 B/h Andaz Party plot Makarbe Cross Road S. 6. HighwayAhmedabad and both are rented premises. To seamllne Its business activity management havedecided to dose Paldl office and shifted Registered office at the address of Coiporateoffice. Hence w.e.f. 4th March 2019 Company's Registered office Is at Final Plot No-123 Behind Andaz Party plot Makarba Cross Road S. G. Highway Makarba Ahmedabad-380058.

8. Deposits:

During the year under review your Company has neither invited nor accepted any publicdeposit as defined under Section 77 of the Companies Act 2013.

9. Particulars of loan guarantees or Investments under section 188:

Company has not provided any guarantee or any security in connection with a loan to anyother body corporate or person during the year under preview. However the Company hasmade Investment In Aalps Infraspace LLP In the ratio of 25% of Investment and profitsharing and contributed Rs. 2S00/- as Initial contribution. The LLP is sti* m nascentstage and not started Its operations yet.The Company does not have significant influenceand control based on the representation on the management of Aalpslnfraspace LLPand henceAOC- Us not given herewith.

10. Details of significant and material orders passed by the regulators or courts ortribunals Impacting the going concern status and company's operations In future:

No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operation in future.

11. Show cause notice Issued by SEBI In the matter of 'Sharepro Services (I) PrivateLimited'

A Show cause notice dated 7th August 2018 was issued to the Company by Securities andExchange Board of India (SEBI) for its alleged failure to comply with the directionsIssued by Whole Time Member of SEBI vide order dated March 22 2016 in the matter ofSharepro Services (I) Private Limited.

SEBI vide ex-partc ad interim order dated March 222016 directed companies who wereclients of Sharper to conduct a thorough audit of the records and systems of Sharper withrespect ID dividends paid and transfer of securities to determine wriether dividends navebeen paid to adual/beneficial holders and whether seajrttteshave been transferred as perthe provisions of law. The said audit had to be conducted by the companies within threemonths from the date of said order. The Competent Authority of SEBI had subsequentlygranted time till September 30 2016 to companiesto conduct the audit of Sharepro andsubmit the audit report to SEBI

Company through Its representation letter dated 22nd August 2018 submitted responseto the sad Show Cause Notice that the Company has duly compiled with the directions Issuedby the SEBI. Company had appointed M/s Kamlesh M. Shah & Co Practicing CompanySecretary to conduct thorough audit of the Company's records maintained by ShareproServices (I) Pvt. Ltd which included dividends paid/ transfer effected for the last 10years. The Company has submitted copy of Audit Report to SEBI Bombay office and Ahmedabadoffice Subsequently Company has appointed Bigshare Services Private Limited as Registrarand Share transfer agent of the Company

In the Interest of natural Justice an opportunity of hearing was provided to theCompany on August 30 2018 Authorised Representatives have appeared on behalf of thecompany on 30th August 2018 and they have reiterate the submission and presentation madeby the Company and their after being satisfied with the submission and presentabon made bythe company. Adjudication officer dispose of the adjudication proceedings Initiatedagainst the Company without any penal action and fine.

12. Details In respect of adequacy of Internal financial controls with reference to theFinancial Statements.

Board members are of the view that commensurate with the see and nature of thebusiness your Company has maintained adequate Internal Financial control.

13. Directors

In accordance with the previsions of Section 152 of the Act and the Company's ArticlesOf Association Mr. Vipul H. Raja (DIN- 00055770) Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for reappointment.The Board recommends re-appolntment for the consideration of the Members of the Company atthe forthcoming Annual General Meeting Brief profile of Mr. Vipul H. Raja has been givenin the Notice convening the Annual General Meeting.

Mr. Bhavin D. Mashruwala and Mr. Ambalal C. Patel were appointed as an IndependentDirectors under Section 149 of the Companies Act 2013 and Clause 49 of the ListingAgreement in the 22nd Annual General Meeting for 4 consecutive years l.e. upto theconclusion of 26th Annual General Meeting of the Company In calendar year 2019Mr. BhavinD. Mashruwalaand Mr. Ambalal C Patel being eligible and seeking re-appointment areproposed to be re-appointed as an Independent directors for the second term of fiveconsecutive years from the conclusion of 26th Annual General Meeting in 2019 till theconclusion of 31st Annual General Meeting to tie held In the year 2024 and their officeshall not be liable to retire by rotation.

Mr. A. C Patel who has attained the age of 75 (Seventy five) years on 1st April 2019continues to be Independent Director of the Company till the completion of his presentberm (l.e. at conclusion of 26th Annual General Meeting) as the Company has passed SpecialResolution for continuation of his term as Independent Director In the last 25th AGM.

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation16(l)(b) of the listing Regulations. In the opinion of the Board the IndependentDirectors fulfil the conditions of Independence specified In Section 149(6) of the Actand Regulation 16(lXb) of the Listing Regulations.

14. Board Meetings: During the year six Board meetings were duty convened and held. Thefollowing are the dates on which the board meetings were held-

(1) May 8 2018 (2) July 30 2018 (3) October 29 2018 (4) November 19201B (5)January 282019 and (6) March 42019.. The Intervening gap between the Meetings was withinthe period prescribed under Companies Act 2013.

15. Key Managerial Personnel

The following are the Key managerial Personnel of the Company-

1. Mr. Vipul H. Raja- Chairman and Managing Director

2. Mrs Nidhl Shah- Company Secretary

3. Mr. Manlsh H. Mlshra- Chief Financial Officer

16. Committees: The Company has several Committees which have been established as apart of corporate governance practices and are in a compliance with the requirements ofthe relevant provisions of applicable laws and statute.

The Company has following Committoes- (a) Audit Committee- Themembersof Audit Committeemet 4 times In a year and gap between two meetings was not more than 120 days. Followingis the Composition of Audit Committee-

Name Designation

Attendance at committee meeting

11-05-18 29-07-18 17-10-18 25-01-19
Mr. Bhavin D. Masfwwale Member ? ? ? ?
Mr. Vipul H. Raja Member ? ? ? ?
Mr. A. C. Patel Member ? ? ? ?

(b) Nomination and Remuneration Committee- The members of Nomination & RemunerationCommittee met 1 time during the year. Following Is the Composition of Nomination aRemuneration Committee-

Name Designation Attendance at committee meeting 08-05-2018
Mr. Bhavin D. Mashruwala Chairman ?
Mr. A. C Patel Member ?
Mrs. SonalV. Raja Member ?

(c) Stakeholders' Relationship Committee- The members of Stakeholders' RelationshipCommittees met twelve times during the year l.e. April 30 2018 May 2B 2018 June 252018 July 30 2018 August 27 2018 September 24 2018 October 29 2018 November 262018 December 31 2018 January 28 2019 February 25 2019 and March 30 2019. Followingis the Composition of Stakeholders'Relationship Committee-


Attendance at committee meeting

30-04-18 28-08-18 25-06-18 30-07-18 27-06-18 24-09-18
Mr. RhavtnO. Meahnawoia Chairman
MtVkuJM. Member
Mu Sonal U Raja (Appoint**! w.cJ X/0//2016) Member
Mama Designation

Attendance at committee meeting

29-10-18 26-11-18 31-12-18 28-01-19 25-02-19 30-09-19
Mr BnavnO. MMIV wueta Chairman
Mr VI>1 Raja Member
Mta. Sonal V. Raja (Apganuw WALf. 30/07/2018) Member

17. Board policies:

The SEB1 (Listing Obligations and Disclosure Requirements) Regulations 201S mandatedthe formulations of certain policies for all listed companies. AH our corporate governancepolicies are availadle on tne website of the Company. The policies are reviewedperiodically by the Board and updated based on need and new compliance requirements.

IB. Exemption from certain provisions of Corporate Governance:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Paidup Capital and net worth of the Company as on 31st March 2019 are less that theprescribed limit and as per exemption rule our Company Is exempted from certainprovisions of Corporate Governance. Accordingly (I) Corporate Governance Report 00declaration of CEO/ CFO certifying compliance by Board of Directors and Senior Managementpersonnel with respective Code of Conduct and (1IQ Compliance Certificate from StatutoryAuditor regarding compliance with Corporate Governance Provisions Is not given herewith

Company will follow above mentioned provisions as and when become applicable to theCompany.

19. Formal Annual Evaluation Process by Board:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and Individual directors pursuant to provisions of the Companies Act2013 and Corporate Governance requirements as prescribed by SEBI under Regulation 27 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from aHthe directors on the basis of criteria such as the Board Composition and structureeffectiveness of board process Information and functioning etc The performance of thecommittee was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the structure of the committees meetings andIndependency of the

Committees etc

The Directors were satisfied with the evaluation results which reflected the overallengagement of (he Board and Its Committees with the Company.

20. Establishment of vigil mechanism for directors and employees:

Company has adopted vigil mechanism called "Whistle Blower Policy" fordirectors and employees to report to the management Instances of unethical behaviorfraud or violation of the Company's code of Conduct or ethics policy. The same K availableon the website of the Company.

21. Establishment of code of conduct tor directors and senior management persons:

To enhance ethical and transparent process in managing the affairs of the CompanyBoard of Directors have adopted "Code of Conduct for Board of Directors and SeniorManagement Personnel" as per requirements of the listing Agreement The same isavailable on the website of the Company.

22. Disclosure underSexual Harassment of Woman at Workplace (Prevention Prohibitionand Redraasal) Act 2013-

Pursuant to Section 22 of the Sexual Harassment of woman at Workplace (PreventionProhibition and Redressal) Act 2013. every Company Is required to set up an InternalComplaint Committee to look into the complaints relating to sexual harassment at workplaoe of any woman employee.

Company has adopted a policy for prevention of Sexual Harassment of Woman at workplaceand has designated woman director Mrs. Sonal V. Raja to ensure implementation of the saidpolicy During the year Company has not received any complaints and no complaint Ispending at the Company^ end.

23. Prevention of Insider Trading:

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

All members of the Board Directors and the designated employees have confirmedcompliance with the Code.

24. Related Party Transactions:

Company has entered Into leave and license agreement for a period of 36 months fromApril 2016 to March 2019 with Mr. Nandlt V. Raja Promoter and Mrs. Sonal V. RajaPromoter Director of the Company for the use of Registered office premises and Corporateoffice premises.

During the financial year 2018-19 Company has shifted its Registered office to theaddress of Corporate office. Hence Company has executed fresh Leave and License agreementwith both the parties for use of premises of Registered office situated at S G. Highwayonly.

The provision as per Regulation 23(1) of SEBI (Listing Obligations and DisclosureRequirements) 2015 are not applicable to the Company far this transaction

However details of transactions with related parties are given In note 15 ofAccounting Policies by Auditors as per Accounting Standard 18. Form No. AOC-2 pursuant toclause (h) of sub- section (3) of Section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules 2014 is attached herewith as Annexure-I

25. Corporate Social Responsibility;

As per Section 135 of the Companies Act 2013 and Rules of Companies (Corporate SodalResponsibility policy) 2014 every company having net worth of rupees five hundred croreor more or turnover of rupees one thousand crore or more or a net profit of rupees fivecrore or more dunng any financial year shall constitute a Corporate Social ResponsibilityCommittee.

As Company does not come under the ambit of above mentioned provisions Company has notformed Corporate Social Responsibility Committee and hence Rule 9 of Companies (Accounts)Rule 2014 regarding disclosure of contents of Corporate Sodal Responsibility Policy Isnot applicable to the Company.

26. Director's Responsibility Statement;

Pursuant to the provision contained In Section 134(5) of the Companies Act 2013 theDirectors of your Company confirm that-

(a) in the preparation of the annual accounts as far as possiole and to the extentmentioned by the Auditors m their report the applicable accounting standards has beenfallowed and no material departure has been made from the same;

(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 affair of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;

(c) the directors had taken proper and sufficient care far the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company far preventing and detecting fraud and other Irregularities

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

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

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

27. Declaration a to Independent Directors:

(Pursuant To Provisions of Section 149(6) of the Companies Act 2013).

All the Independent Directors of the Company do hereby declare that

(a) All the Independent Directors of the Company are neither Managing Director ncx aWhole Time Director nor a Manager or a Nominee Director.

(b) All the Independent Directors in the opinion of the Board are persons of integrityand possesses relevant expertise and

(c) (0 Independent Directors are or were not a Promoter of the Company or its Holdingor subsidiary or associate company.

(II) Independent Directors are or were not related to promoters or directors In thecompany Rs holding subsidiary or associate company.

(d) Independent Directors have or had no pecuniary relationship with the company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year

(e) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of Its gross turnover or total Income or fifty lakhsrupees or such higher amount as may be prescribed whichever is lower during the twoImmediately preceding financial years or during the current financial year

(f) Independent Directors nellher himself nor any of his relatives

I. Holds or has held the position ofakeymanagerial personnel or

Is or has been employee of the company or Its holding subsidiary or associate companyIn any of three financial years Immediately preceding the financial year in which he isproposed to be appointed

if. Is or has been an employee or proprietor or a partner In any of the threefinancial years Immediately preceding the financial years in which he is proposed to beappointed of- (A) A firm of auditors or company secretaries in practice or cost auditorsof the company or Its holding subsidiary or associate company; or

(8) Any legal or a consulting firm that has or had any transaction with the company.Its holding subsidiary or Associate company amounting to ten per cent or more of thegross turnover of such firm;

III. Holds together with his relatives less than two per cent shares or total votingpower of the company: or Iv Is a Chief Executive or director by whatever name called orany non-profit organization that receives twenty five per cent or more of Its receiptsfrom the Company any of Its promoters directors or its holding subsidiary or associatecompany or that holds two per cent or more of the total voting power of the company; or

(g) Independent Directors possesses such qualifications as prescribed.

28. Conservation of energy technology absorption foreign exchange earnings and outgo:

The information requites to be disclosed In the report of the Board of Directors as perthe provisions of Section 134(3)(m) of the Companies Act 2013 and Rule 3 of the Companies(Accounts) Rules 2014 regarding the conservation of energy technology absorptionforeign exchange earnings and outgo are not applicable to the Company hence are not givenherewith. There were no foreign Exchange earnings or outgo during the year.

29. Oematerlallzation of securities:

Your Company's Equity shares are admitted m the system of Demateriailzation by both theDepositories namely NSDL and CDSL The Company has signed tripartyAgreement throughRegistrar and Share Transfer Agent M/s Bigshare Services Private Limited. The Investorsare advised to take advantage of timely dematenallzatlon of their securities. The tSINallotted to your Company Is INE 764 B01029. Total Share dematerialized up to 31st March2018 were 54203499 which constitute 75.28% of total capital. Your Directors request allthe shareholders to dematerialize their shareholding In the Company asserts as possible.

Transfer of securities only In demat form- SEB1 has mandated that except In case oftransmission or transposition of securities requests for effecting transfer of securitiesshall not be processed unless the securities are held In the dematerialteed form with adepository. Hence w.ef. 1st April 2019 no Company can transfer shares in physical mode.

30. Diacloetire with respect to demat Suspense account/ unclaimed suspense account -

The Information required as per para F of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company as theCompany has no unclaimed dividend and no unclaimed shares and hence are not givenherewith.

31. Statutory Auditors:

M/s M. B. Gabhawalaft Co. Chartered Accountants (FRN- 001183C) were appointed as afirm of Statutory Auditor of the Company for five(5) consecutive years i.e. for theFinancial year 2017-18 to 2021-2022. Company has received eligibility certificate from M/SM. B. Gabhawala regarding therr appointment as such for financial year 201B-2019. Theirappointment Is to be ratified by members of the Company m the next Annual General Meeting.

32. Oast Auditors:

As our Company is neither engaged in the production of goods nor providing services asprescribed under Section 148 of the Companies Act 2013 Company Is not requited toappoint Cost Auditor.

33. Internal Auditors:

In order to make proper compliance with the provisions of Corporate Governance theCompany had appointed M/s. Shailesh Patel & Co. Chartered Accountants as InternalAuditors. They are regularly submitting their reports to the Audit Committee of theCompany.

34. Secretarial Auditor and report thereon:

M/s Kamiesh M. Shan Practicing Company Secretary was appointed as Secretarial Auditorfor the financial year 2018-2019 as per Section 204 of the Companies Act. 2013 andSecretarial Audit report (Form MR-3) is part of the Board's Report and attached asAnnexure- D. The Secretarial Auditor has not made any adverse remarks In their reportwhich may require any further clarification from the Board.

35. Extractor Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Secbon92(3)of the Companies Act2013 read with Rule 12 ofthe Companies (Management and Administration) Rules2014 theAnnual Return of the company as at March 31 2019 isuploadetl on the website of thecompany and can be accessed at http://www.sumerugroup.ln/annual-reports.

36. Management Discussion and Analyate-

As per the Corporate Governance norms a separate report on Management Discussion andAnalysis outlining the business of the

Company Is set out as Annexure-111 of this report.

37. Disclosure as per companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

I) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year:

Total expenses of Director's Remuneration- Nil Managerial Remuneration Expenses: NilOther employees Remuneration: Rs. 968700/-

II) The percentage Increase in remuneration of each director. Chief Financial OfficerChief Executive Officer Company Secretary or Manager If any In the financial year:

Directors were not paid any remuneration. The percentage increase in remuneration paidto the Company Secretary CFO was NIL over that of last year.

HQ The percentage increase in the median remuneration of other employees In thefinancial year Is NIL.

iv) The number of permanent employees as on 31st March 2019 Is4

v) The explanation on the relationship between average inoease In remuneration andcompany performance;

The Increase In remuneration is considered on the overall economic condition. Industrytrend and inflammatory pressure

vi) Comparison of the remuneration of the Key managerial personnel against theperformance of the company

The Company Secretary and CFO were paid remuneration during the year and the same Is inaccordance with the performance of the Company.

vi) variations in the market capitalization of the company price earnings ratio as atthe dosing date of the current financial year and previous finantial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompaniesand In case of unlisted companies the variations in the net worth ofthe companyas at the dose of the current financial year and previous financial year; Closing MarketPrice of shares of Company as on 31/03/2018 : Rs.1.14/-

Closing Market Price of shares of Company as on 31/03/2019 :RS.1.27/-

Earnings (for snare for the financial year ended on 31/03/2018 :Rs.0.006.

Earnings per share for the financial year ended on 31/03/2019 :Rs 0.005.

Based on the Closing Price as on 31st March. 2019 P/E Ratio is minimum.

viii) Average percentile Increase made in the salaries of employees other than themanagerial personnel In the last financial year and its comparison with the percentileincrease in the managerial remuneration and Justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

Company Secretary and CFO were paid remuneration during the year and there was noincrease in their remuneration during the year.

ix) Comparison of the remuneration of each key managerial personnel against theperformance of the company- Company Secretary and CFO were paid remuneration during theyear. Whereas Company has no operational Income during the year and other income ategenerated as dividend income From Investment made by the Company.

x) The key parameters for any variable component of remuneration availed by thedirectors;

NOT APPUCABLF as directors are not paid any remuneration during the year.

id) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors out receive remuneration m excess of the highest paid directorduring the year; and Directors are not paid any remuneration and No employee is receivingremuneration in excess of Key Managerial personnel i.e. Company Secretary and CFO.

xil) Affirmation that me remuneration is as per the remuneration policy of the companyremuneration me Employees and KMPs are recommended by Nomination & RemunerationCommittee to the Board of Directors within the organization.

38. Registrar & Transfer agent:

The Company has appointed M/s Blgstiare Services Private Limited as Its Registrar 8tTransfer agent w.e.f. 3rd June 2016. Complete details of their name address contactdetails are given beiow- Blgshare Services Pvt Ltd A/802 Samudra Complex

Near Klassic Gold Hotel Near Girish Cold Drinks Off. CG. RoadAh rreda bad-380009 TelNo -079 - 40024135 Email- bssahdblgshareonllne com Website-

39. Cautionary Statement

Statements m this Directors' Report and Man agemen (Discussion and Analysis Reportdescribing the Company's objectives projections estimates expectations or predictionsmay be forward-looking statements' within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed or Implied.

40. Appreciation:

Your directors wish to place cm record their gratitude and sincere appreciation for theassistance bust and oo-operation received from the shareholders Bankers Governmentauthorities and clients during the year under review.

Your Directors would kite to express profound sense of appreciation for the commitmentshown by the employees in supporting the Company In Its continued performance on allfronts.

DATE! 17-07-2019
DIN 00055770