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Supernova Advertising Ltd.

BSE: 780008 Sector: Others
NSE: N.A. ISIN Code: INE018Q01010
BSE 05:30 | 01 Jan Supernova Advertising Ltd
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Supernova Advertising Ltd. (SUPERNOVAADVERT) - Director Report

Company director report

TO THE MEMBERS

SUPERNOVA ADVERTISING LIMITED

Your Directors have pleasure in presenting the Eleventh (11th) Annual Report of SupernovaAdvertising Limited (hereinafter referred to as "the Company") along withthe Audited Accounts of your Company for the Financial Year ended March 31 2019. TheFinancial performance of your Company during the Financial Year ended March 31 2019 ascompared to the previous financial year are summarised below:

(Rs. in Lakhs)
Particulars Year ended March 31 2019 Year ended March 31 2018
Total Income 5187.77 5798.61
Less: Total Expenditure 5175.77 5805.15
Profit/(Loss) before Taxation 12.00 (6.54)
Less: Tax Expense 3.06 0.05
Profit/(Loss) for the period 8.94 (6.59)
Add: Brought forward from previous year 0.55 7.14
Surplus/(Deficit) carried to Balance Sheet 9.49 0.55

Financial Performance

The Company's total income during the year stood at Rs. 5187.77 Lakhs as compared toRs. 5798.61 Lakhs in the previous year. The Company's profit before tax is Rs. 12 Lakhsduring the year as compared to a loss of Rs. 6.54 Lakhs in the previous year. The Companyearned a net profit of Rs. 8.94 Lakhs as against a net loss of Rs. 6.59 Lakhs in theprevious year.

As mandated by Ministry of Corporate Affairs the financial statements for the yearended on March 31 2019 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended March 31 2019.

The Company discloses standalone unaudited financial results on half yearly basiswhich are subjected to limited review and standalone audited financial results on anannual basis.

Dividend

Your Directors did not recommend any dividend to its shareholders for the financialyear 2018-19 keeping in mind various financials and business plans of the Company.

Amounts proposed to carry to the reserves

The Company has not transferred any amount out of the profit earned to reserve accountduring the year under review. The entire profit earned during the year under review isbeing carried forward under Profit & Loss Account.

Material changes and commitments affecting financial position between the end of thefinancial year and date of report

There have been no material changes and commitments affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial year relate and the date of this report.

Significant/Material orders passed by the regulators

There were no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.

Risk Management and adequacy of Internal Financial Controls

The Company's Internal Control Systems are commensurate with the nature size andcomplexity of its business and ensure proper safeguarding of assets maintaining properaccounting record and providing reliable financial information. Your Company's InternalControl ensures that all assets of the Company are safeguarded and protected properprevention and detection of frauds and errors and all transactions are authorizedrecorded and reported appropriately.

Your Company has an adequate system of internal financial controls commensurate withits size and scale of operations procedures and policies ensuring orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofaccounting records and timely preparation of reliable financial information.

Such practice provides reasonable assurance that transactions are recorded as necessaryto permit preparation of Financial Statements in accordance with the applicablelegislations. Your Company also monitors through its Internal Audit Team the requirementsof processes in order to prevent or timely detect unauthorized acquisition use ordisposition of the Company's Assets which could have a material effect on the FinancialStatements of the Company. The Internal Audit function is responsible to assist the AuditCommittee on an independent basis with a complete review of the risk assessments andassociated management action plans.

During the year under review the Internal Financial Control Audit was carried out bythe Statutory Auditors the Report of which is forming part of this Annual Report.

Deposits

During the year under review the Company has not accepted any deposit within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s SDA &Associates Chartered Accountants (FRN: 120759W) Mumbai was appointed as the Auditors ofthe Company for a consecutive period of 5 (Five) years from the conclusion of the 9thAnnual General Meeting held in the year 2017 until conclusion of the 14thAnnual General Meeting scheduled to be held in the year 2022.

The Members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated May 7 2018 the proviso to Section 139(1) of the Companies Act2013 read with explanation to subrule 7 of Rule 3 of the Companies (Audit and Auditors)Rules 2014 the requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s SDA & Associates Chartered Accountants as the StatutoryAuditors of the Company by the members at the ensuing Annual General Meeting.

Your Company has received a Certificate from M/s SDA & Associates CharteredAccountants confirming their eligibility to continue as Auditors of the Company in termsof provisions of Section 141 of the Companies Act 2013 and the rules made thereunder.They have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the ICAI as required under the provisions of Regulation 33 of ListingRegulations. The Auditors' Report does not contain any qualification reservation oradverse remark or disclaimer.

Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Ms. Kavita Raju Joshi Practicing Company Secretary (Certificate of Practice No.8893) as the Secretarial Auditor.

The Secretarial Audit Report for the financial year ended March 31 2019 is annexedherewith as [Annexure-A] to this report.

Details of Subsidiary/ Joint Ventures/Associate Companies

During the year under review the Company has divested its entire shareholding in M/sAthang Cloth Private Limited (with effect from 01/04/2018). Consequently the Companyceased to be a Subsidiary of our Company.

As on March 31 2019 the Company does not have any Subsidiary/Joint Venture/ AssociateCompanies as per the provisions of the Companies Act 2013.

Share Capital

The Authorised Share Capital of your Company stands at Rs. 110000000/- divided into11000000 Equity shares of Rs. 10/- each. At present the Issued Subscribed and Paid UpShare Capital of the Company is Rs. 102132000/- divided into 10213200 Equity Sharesof Rs. 10/- each. During the year under review the Company has not issued any shares.

Extract of Annual Return

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 and the same is annexed herewith as [Annexure-B] to this Report.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

a) Particulars of Conservation of Energy Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy andtechnology absorption do not apply to this Company as the Company has not carried out anymanufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreignexchange earned.

Directors and Key Managerial Personnel

The Company has a duly constituted Board of Directors which is in compliance with therequirements of the Companies Act 2013 schedules thereto and rules framed there underand also in terms of the provisions of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and provisions of the Articlesof Association of the Company.

i. Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 read with therules made there under and as per Securities and Exchange Board of India (ListingObligations & Disclosure Requirements) Regulations 2015. In the opinion of the Boardthey fulfil the conditions of Independence as specified in the Act and the rules madethere under.

ii. Non-Independent Director

A brief profile of the above Director seeking appointment/re-appointment required asper Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 will be provided in the Notice of Annual General Meetingof the Company.

None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164 (2) of the Companies Act 2013 and rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.

iii. Changes in Directorship/Key Managerial Personnel during the year

Mr. Naveen Jangid (DIN: 07034357) & Mr. Kamleshkumar Sohanlal Mali (DIN: 07034361)were appointed as Director of the Company with effect from August 08 2018 by the Board ofDirectors of the Company.

Mr. Vijay Kumar Saini (DIN: 06782120) & Mr. Jayprakash Kumawat (DIN: 07208761)resigned from the Directorship of the Company with effect from August 08 2018.

The Board places on record their sincere appreciation and gratitude for the assistanceand guidance provided by them during their tenure as Directors of the Company.

iv. Familiarisation Programme undertaken for Independent Directors

The Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. On appointment the Independent Director is issued aLetter of Appointment setting out in detail the terms of appointment dutiesresponsibilities and expected time commitments. The Director is also explained in detailthe various compliances required from him/her as a Director under the various provisionsof the Companies Act 2013 Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirement) Regulations 2015. The details of familiarisation programmeare available on the website of the Company viz. www.supernovaads.com.

Annual Evaluation of Board's performance

Your Company understands the requirements of an effective Board Evaluation process andaccordingly conducts a Performance Evaluation every year in respect of the following:

i. Board of Directors as a whole;

ii. Committees of the Board of Directors;

iii. Individual Directors including the Chairman of the Board of the Directors.

In compliance with the requirements of the provisions of Section 178 of the CompaniesAct 2013 the Listing Regulations and the Guidance Note on Board Evaluation issued bySEBI in January 2017 your Company has carried out a Performance Evaluation for the Board/ Committees of the Board / Individual Directors including the Chairman of the Board ofDirectors for the financial year ended March 31 2019. The key objectives of conductingthe Board Evaluation were to ensure that the Board and various Committees of the Boardhave appropriate composition of Directors and they have been functioning collectively toachieve common business goals of your Company. Similarly the key objective of conductingperformance evaluation of the Directors through individual assessment and peer assessmentwas to ascertain if the Directors actively participate in Board Meetings and contribute toachieve the common business goal of the Company.

The Directors carry out the aforesaid Performance Evaluation in a confidential mannerand provided their feedback. Duly completed feedback were sent to the Chairman of theBoard and the Chairman / Chairperson of the respective Committees of the Board for theirconsideration. The Performance Evaluation feedback of the Chairman was sent to theChairperson of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee forwarded their recommendation based on suchPerformance Evaluation to the Board of Directors. All the criteria of Evaluation asenvisaged in the SEBI Circular on 'Guidance Note on Board Evaluation' had been adhered toby your Company.

The Board of Directors

a. Composition and Category of Directors

Your Company's Board is duly constituted and is in compliance with the requirements ofthe Companies Act 2013 the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and provisions of the Articles ofAssociation of the Company. Your Board has been constituted with requisite diversitywisdom and experience commensurate to the scale of operations of your Company. The Companyhas a judicious combination of Executive and Non-Executive Directors. As on March 312019. The Board has an appropriate mix of knowledge wisdom and varied industry experienceto guide the Company in achieving its objectives in a sustainable manner. The Boardcomprised of Four (4) Directors out of which One (1) is Executive Director and Three (3)are Independent Directors. The Chairman of the Board is Executive Director.

The details of each member of the Board along with the number of Directorship/CommitteeMembership are given below:

Name Category of Director Directorship in other Public Limited Companies

No. of Board Committees in which Chairman/ Member

Chairman Member
Mr. Bhanukumar Arvind Goyal Managing Director - - -
Mr. Naveen Jangid Independent Director - - -
Ms. Nikita Jangid Independent Director - - -
Mr. Yogesh Kumar Rawal Independent Director - - -

Notes:

1. Mr. Naveen Jangid (DIN: 07034357) was appointed as Independent Director of theCompany with effect from August 08 2018.

2. Mr. Yogesh Kumar Rawal (DIN: 06776726) was appointed as Independent Director of theCompany with effect from January 09 2019.

3. Directorships exclude Private Limited Companies Foreign Companies and Section 8Companies.

4. Chairmanship/Membership of Committee only includes Audit Committee and StakeholderRelationship Committee in other Public Limited Company. Members of the Board of theCompany do not have membership of more than ten Board-level Committees or Chairman of morethan five such Committees.

Number of Meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide on businessstrategies/policies and review the financial performance of the Company. The notice anddetailed agenda along with the relevant notes and other material information are sent inadvance separately to each Director and in exceptional cases tabled at the Meeting withthe approval of the Board. This ensures timely and informed decisions by the Board. TheBoard reviews the performance of the Company vis-a-vis the budgets/targets. The necessaryquorum was present for all the meetings.

In the Financial Year 2018-2019 the Board met Six (6) times. The details of BoardMeetings held during the year are listed below. The interval between two Meetings was wellwithin the maximum period mentioned under Section 173 of the Companies Act 2013 and asper Regulation 17(2) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

Sl. No Date of Board Meeting Total strength of the Board No. of director present
1. 30.05.2018 4 4
2. 08.08.2018 4 4
3. 23.08.2018 4 4
4. 14.11.2018 4 4
5. 09.01.2019 4 4
6. 12.03.2019 4 4

Attendance at aforesaid Board Meetings at last Annual General Meeting of each of theDirectors as on March 31 2019 is given below:

Name of the Director Category of Directorship

Attendance at the Board Meeting(s)

Attendance at last AGM

Held Attended
Mr. Bhanukumar Arvind Goyal Wholetime Director 6 6 Yes
Ms. Nikita Jangid Independent Director 6 6 Yes
Mr. Naveen Jangid Independent Director 6 6 Yes
Mr. Yogesh Kumar Rawal Independent Director 6 2 NA

Notes:

1. Mr. Vijay Kumar Saini (DIN: 06782120) & Mr. Jayprakash Kumawat (DIN: 07208761)resigned from the Directorship of the Company with effect from August 08 2019.

2. Mr. Naveen Jangid (DIN: 07034357) was appointed as Director of the Company witheffect from August 08 2019.

3. Mr. Yogesh Kumar Rawal (DIN: 06776726) was appointed as Director of the Company witheffect from January 09 2019.

4. Mr. Vikash Kumar Singh (DIN: 08438514) was appointed as Managing Director and ChiefFinancial Officer (CFO) of the Company with effect from May 02 2019.

Meeting of Independent Director

In compliance with the requirements of Schedule IV to the Companies Act 2013 read withRegulation 25 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate meeting of the Independent Directorswas held on March 12 2019 where all the

Independent Directors were present. The Independent Directors discussed inter alia to:

• Evaluate performance of Non-Independent Directors and the Board of Directors asa whole;

• Evaluate performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors;

• Evaluation of the quality content and timeliness of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

Appointment and tenure of Directors

The Directors of the Company are appointed by the Members at the General Meetings.Generally the Managing Director and Whole-time Directors (Executive Directors) areappointed for a period of five years.

Other than Managing Director and Independent Directors not less than two-thirds of thetotal number of Directors are liable to retire by rotation out of which one-third shallretire at every AGM and if eligible may seek approval from the Members for theirre-appointment.

In terms of the provisions of Section 149 of the Companies Act 2013 and Rules framedthereunder the Independent Directors of the Company were appointed for a period of fiveyears by the Members of the Company at the General Meetings.

A formal letter of appointment setting out the terms and conditions of appointmentroles and functions responsibilities duties fees and remuneration liabilitiesresignation / removal etc. as specified under Schedule IV to the Companies Act 2013 hasbeen issued to each of the Independent Directors subsequent to obtaining approval of theMembers to their respective appointments. The terms and conditions of such appointment ofthe Independent Directors are also made available on the website of the Company atwww.supernovaads.com.

In compliance with Regulation 36(3) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 read with theSecretarial Standard on General Meetings (SS-2) issued by the Institute of CompanySecretaries of India (ICSI) the required information about the Directors proposed to beappointed / re-appointed will be provided in the Notice calling Annual General Meeting.

Committees of the Board

The Company has constituted/re-constituted various Board level committees in accordancewith the requirements of Companies Act 2013. Details of all the above Committees alongwith the composition and meetings held during the year under review are provided below.

Audit Committee

The Board of Directors of the Company has constituted an Audit Committee of the Boardin terms of the requirements of Section 177 of the Companies Act 2013 and Rules framedthereunder read with Regulation 18 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The Audit Committee of theCompany meets every quarter and inter alia to review the financial results for the halfyearly/yearly ended before the same are approved at Board Meetings pursuant to Regulation33 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. The Audit Committee may also meet from time to time ifrequired.

Audit Committee of the Board of Directors ("the Audit Committee") isentrusted with the responsibility to supervise the Company's internal controls andfinancial reporting process. The composition quorum powers role and scope are inaccordance with Section 177 of the Companies Act 2013 and the provisions of Regulation 18of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. All members of the Audit Committee are financiallyliterate and bring in expertise in the fields of Finance Taxation Accounts etc. Itfunctions in accordance with its terms of reference that defines its authorityresponsibility and reporting function.

Composition of the Committee Meetings and Attendance

The Audit Committee consists of two Independent Directors and one Executive Director.Ms. Nikita Jangid Independent Director is the Chairman of the Audit Committee. TheCompany Secretary acts as the Secretary to the Committee.

The Audit Committee met Four (4) times during the Financial Year 2018-19. The maximumgap between two Meetings was not more than 120 days. The Committee met on May 30 2018;August 23 2018; November 14 2018 & February 13 2019. The requisite quorum waspresent at all the meetings. The Chairman of the Audit Committee was present at the AnnualGeneral Meeting of the Company. The Table below provides the attendance of the AuditCommittee members.

Name Category Designation

Meeting(s)

Held Attended
Mr. Bhanukumar Arvind Goyal Wholetime Director Member 4 4
Mr. Vijay Kumar Saini Independent Director Member 4 1
Ms. Nikita Jangid Independent Director Chairman 4 4
Mr. Naveen Jangid Independent Director Member 4 4

Notes:

1. Mr. Vijay Kumar Saini (DIN: 06782120) resigned from the Directorship of the Companywith effect from August 08 2018.

The Audit Committee has been vested inter-alia with the following powers:

1. To investigate any activity within its terms of reference

2. To seek information from any employee

3. To obtain outside legal or other professional advice

4. To secure attendance of outsiders with relevant expertise if it considersnecessary.

Terms of Reference

The Audit Committee reviews the Reports of the Internal Auditor and the StatutoryAuditors periodically and discuss their findings. The role of the Audit Committee is asfollows:

a. Oversight of the Company's financial reporting process and the disclosure of itsinformation to ensure that the financial statements are correct sufficient and credible;

b. Recommending to the Board the appointment reappointment and if required thereplacement or removal of the statutory auditors fixing of audit fees.

c. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors.

d. Reviewing with the management the annual financial statements before submission tothe Board for approval with particular reference to:

• Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's Report as per Section 134(3)(c) of the Companies Act 2013;

• Changes if any in the accounting policies and practices and the reasons forthe same.

• Major accounting entries involving estimates based on the exercise of judgmentby management.

• Significant adjustments made in the financial statements arising out of auditfindings;

• Compliance with the Listing Regulations and other legal requirements relating tofinancial statements;

• Disclosure of any related party transactions; and

• Qualifications in the draft audit report if any.

e. Reviewing with the management the financial statements before submission to theboard for approval.

f. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter.

g. Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems.

h. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

i. Discussion with the internal auditors any significant findings and follow-upthereon;

j. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board.

k. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

l. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

m. To review the functioning of the Whistle Blower mechanism in case if the same isexisting.

n. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate.

o. Carrying out any other function as mentioned in the terms of reference of the AuditCommittee.

p. Mandatorily reviews the following information:

• Management discussion and analysis of financial condition and results ofoperations;

• Statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

• Management letters / letters of internal control weaknesses issued by thestatutory auditors;

• Internal audit reports relating to internal control weaknesses; and

• The appointment removal and terms of remuneration of the Chief internal auditorshall be subject to review by the Audit Committee.

q. Review the Financial Statements of its Subsidiary Company if any.

r. Review the composition of the Board of Directors of its Subsidiary Company if any.

s. Review the use/application of funds raised through an issue (public issues rightissues preferential issues etc.) on a half yearly basis as a part of the half yearlydeclaration of financial results. Further review on annual basis statements prepared bythe Company for funds utilized for purposes other than those stated in the offer document.

t. In addition to carry out such other functions/powers as may be delegated by theBoard to the Committee from time to time.

In addition the Audit Committee also reviews the following:

• Management Discussion and Analysis of financial condition and results andoperations;

• Statement of Related Party Transactions;

• Management letters/letters of internal control weaknesses; and

• The appointment removal and terms of remuneration of Internal Auditor.

Nomination and Remuneration Committee

The Board of Directors of the Company has constituted a Nomination and RemunerationCommittee of the Board in terms of the requirements of Section 178 of the Companies Act2013 and Rules framed thereunder read with Regulation 19 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Meeting and Attendance

The Committee met twice during the financial year 2018-19 on July 07 2018 &December 28 2018. The requisite quorum was present at the Meeting. The Chairman of theNomination and Remuneration Committee was present at the last Annual General Meeting ofthe Company. The table below provides the attendance of the Nomination & RemunerationCommittee.

Name Category Designation

Meeting(s)

Held Attended
Mr. Vijay Kumar Saini Independent Director Chairman 2 1
Mr. Nikita Jangid Independent Director Chairman 2 2
Mr. Jayprakash Kumawat Independent Director Member 2 1
Mr. Naveen Jangid Independent Director Member 2 1
Mr. Kamleshkumar Sohanlal Mali Independent Director Member 2 1
Mr. Yogesh Kumar Rawal Independent Director Member 2 -

Notes:

1. Mr. Vijay Kumar Saini (DIN: 06782120) & Mr. Jayprakash Kumawat (DIN: 07208761)resigned from the Directorship of the Company with effect from August 08 2018.

2. Mr. Naveen Jangid (DIN: 07034357) was appointed as Director of the Company witheffect from August 08 2018.

3. Mr. Yogesh Kumar Rawal (DIN: 06776726) was appointed as Director of the Company witheffect from January 09 2019.

Terms of Reference

The Nomination and Remuneration Committee is empowered with the following terms ofreference and responsibilities in accordance with the provisions of law and the Nominationand Remuneration Policy:

> The committee recommends to the board the compensation terms of the executivedirectors.

> The committee to carry out evolution of every director's performance and recommendto the board his/her appointment and removal based on the performance.

> The committee to identify persons who may be appointed in senior management inaccordance with the criteria laid down.

> Framing and implementing on behalf of the Board and on behalf of the shareholdersa credible and transparent policy on remuneration of executive directors including ESOPPension Rights and any compensation payment.

> Considering approving and recommending to the Board the changes in designation andincrease in salary of the executive directors.

> Ensuring the remuneration policy is good enough to attract retain and motivatedirectors.

> Bringing about objectivity in deeming the remuneration package while striking abalance between the interest of the Company and the shareholders.

Remuneration Policy

The success of the organization in achieving good performance and good governingpractices depends on its ability to attract and retain individual with requisite knowledgeand excellence as executive and nonexecutive directors. The Nomination and RemunerationPolicy of the Company is annexed herewith as [Annexure- C] to this Report.

Details of Remuneration to all Directors

The details of remuneration paid to the Directors for the year ended March 31 2019 areas under:

Name Designation Salary Perquisites Sitting Fees Total
Mr. Bhanukumar Arvind Goyal Wholetime Director 300000 - - 300000
Ms. Nikita Jangid Independent Director - - - -
Mr. Naveen Jangid Independent Director - - - -
Mr. Yogesh Kumar Rawal Independent Director - - - -

Notes:

1. Mr. Vijay Kumar Saini (DIN: 06782120) & Mr. Jayprakash Kumawat (DIN: 07208761)resigned from the Directorship of the Company with effect from August 08 2019.

2. Mr. Naveen Jangid (DIN: 07034357) was appointed as Director of the Company witheffect from August 08 2019.

3. Mr. Yogesh Kumar Rawal (DIN: 06776726) was appointed as Director of the Company witheffect from January 09 2019.

Disclosure pursuant to Part-II Section-II 3rd Provision Point No-IV ofSchedule-V under Section 196 and 197 of all the Directors

> All elements of remuneration package such as salary benefits bonuses stockoptions pension etc of all the Directors- As stated above

> Details of fixed component and performance linked incentives along withperformance criteria- Nil

> Service Contracts notice period severance fees- Not Applicable

> Stock options details if any and whether the same has been issued at a discountas well as the period over which accrued and over which exercisable- Not Applicable

Stakeholder Relationship Committee

Composition

The composition of the Stakeholder Relationship Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Meeting & Attendance

The Committee met once (1) during the financial year 2018-19 on March 12 2019. Theconstitution of the Stakeholders Relationship Committee of the Board of Directors of yourCompany along with the details of the meetings held and attended by the members of theCommittee during the financial year 2018-19 is detailed below:

Name Category Designation

Meeting(s)

Held Attended
Mr. Naveen Jangid Independent Director Chairman 1 1
Mr. Yogesh Kumar Rawal Independent Director Member 1 1
Mr. Bhanu Kumar Arvind Goyal Wholetime Director Member 1 1

Notes:

1. Mr. Naveen Jangid (DIN: 07034357) was appointed as Director of the Company witheffect from August 08 2018.

The Board has clearly defined the terms of reference for this committee. The Committeelooks into the matters of Shareholders/Investors grievances along with other matters orany other duties that may be delegated to the Committee by the Board of Directors fromtime to time.

The Secretarial Department of the Company and the Registrar and Share Transfer AgentM/s Skyline Financial Services Private Limited attend to all grievances of theshareholders received directly or via any other authority. The Minutes of the StakeholdersRelationship Committee Meetings are circulated to the Board and noted by the Board ofDirectors at the Board Meetings.

Continuous efforts are made to ensure that grievances are more expeditiously redressedto the complete satisfaction of the Investors. Shareholders are requested to furnish theirupdated telephone numbers and e-mail addresses to facilitate prompt action.

In compliance with the requirements of the SEBI Circular No. CIR/OIAE/2/2011 dated June3 2011 the Company has obtained exclusive User Id and Password for processing theinvestor complaints in a centralized web-based SEBI Complaints Redress System - 'SCORES'.This enables the investors to view online the action taken by the Company on theircomplaints and current status thereof by logging on to the SEBI's websitewww.sebi.gov.in.

No shareholder complaints were lying unresolved as on March 31 2019 under 'SCORES'.

It is confirmed that there was no request for registration of share transfers /transmissions lying pending as on March 31 2019 and that all requests for issue of newcertificates sub-division or consolidation of shareholdings etc. received upto March31 2019 have since been processed. The Company has an efficient system in place to recordand process all requests for dematerialization and re-materialization of shares of theCompany through National Securities Depository Limited (NSDL) / Central DepositoryServices (India) Limited (CDSL).

Whistle Blower Policy/Vigil Mechanism

In terms of provisions of Section 177 of the Companies Act 2013 and Rules framedthereunder read with Regulation 22 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has a vigilmechanism in place for the Directors and Employees of the Company through which genuineconcerns regarding various issues relating to inappropriate functioning of theorganization can be communicated. For this purpose your Board adopted a Whistle BlowerPolicy which has been uploaded on the website of the Company at www.supernovaads.com.

Policy on Prevention of Sexual Harassment of Women at workplace

The Company as an organization is committed to provide a healthy environment to allemployees and thus does not tolerate any discrimination and/or harassment in any form. TheCompany has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at work place (Prevention Prohibition andRedressal) Act 2013.

Your Company has adopted a Policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder. YourCompany is committed to provide a safe and secure environment to its women employeesacross its functions and other women stakeholders as they are considered as integral andimportant part of the Organization.

No complaints were received during the financial year 2018-19.

Particulars of Loans Guarantees and Investments

The Company has not given any Loans Guarantees or Investments or provided security interms of Section 186 of the Companies Act 2013 during the year under review.

Related Party Transactions

During the financial year ended March 31 2019; all transactions with the RelatedParties as defined under the Companies Act 2013 read with Rules framed thereunder were inthe 'ordinary course of business' and 'at arm's length' basis. Your Company does not havea 'Material Subsidiary' as defined under Regulation 16(1)(c) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. Your Board shall formulate a Policy to determine Material Subsidiary as and whenconsidered appropriate in the future.

During the year under review your Company did not enter into any Related PartyTransactions which require prior approval of the Members. All Related Party Transactionsof your Company had prior approval of the Audit Committee and the Board of Directors asrequired under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. Subsequently the Audit Committee and the Boardhave reviewed the Related Party Transactions on a quarterly basis.

During the year under review there has been no materially significant Related PartyTransactions having potential conflict with the interest of the Company.

Since all Related Party Transactions entered into by your Company were in the ordinarycourse of business and also on an arm's length basis therefore details required to beprovided in the prescribed Form AOC - 2 is not applicable to the Company. Necessarydisclosures required under the Ind AS 24 have been made in the Notes to FinancialStatements.

As required under Regulation 23 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated aRelated Party Transactions Policy which is available at the website of the Company viz.www.supernovaads.com.

Disclosure relating to remuneration of Directors Key Managerial Personnel andEmployees:

A statement containing the details of the Remuneration of Directors Key ManagerialPersonnel (KMP) and Employees as required under Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed herewith as [Annexure-D] to this Report.

The Company have no employee drawing a remuneration of Rs. 6000000/- (Rupees SixtyLakhs) per annum or part thereof in terms of the provisions of Section 197(12) of theCompanies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Corporate Governance

The Company being listed on the Institutional Trading Platform (ITP) of BSE Limited isexempted from provisions of corporate governance as per Regulation 15 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. Hence no corporate governance report is disclosed in this Annual Report. It ispertinent to mention that the Company follows majority of the provisions of the CorporateGovernance voluntarily.

Management Discussion & Analysis

The Management Discussion and Analysis Report on the operations of the Company asrequired under Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed herewith as [Annexure-E] to this Report.

Compliance with Secretarial Standards on Board and General Meetings

During the year under review the Company has duly complied with the applicableprovisions of the

Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) issued by the Institute of Company Secretaries of India (ICSI).

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 (including any statutorymodification(s) or reenactments) for the time being in force) the Directors of yourCompany confirm that:

> in the preparation of the Annual Accounts for the financial year ended March 312019 the applicable Accounting Standards and Schedule III of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)have been followed and there are no material departures from the same;

> the Directors have 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 March 31 2019 and of the profit& loss of the Company for the Financial Year March 31 2019;

> the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

> the annual accounts have been prepared on a 'going concern' basis;

> proper internal financial controls laid down by the Directors were followed byyour Company and that such internal financial controls are adequate and operatingeffectively; and

> proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.

Acknowledgement

Your Directors take this opportunity to convey their appreciation to all the memberslisteners advertisers media agencies dealers suppliers bankers regulatory andgovernment authorities and all other business associates for their continued support andconfidence in the management of the Company.

Your Directors are pleased to place on record their appreciation of the consistentcontribution made by employees at all levels through their hard work dedicationsolidarity and co-operation and acknowledge that their efforts have enabled the Company toachieve new heights of success.

For & on behalf of the Board
Vikash Kumar Singh
Place: Mumbai Managing Director
Date: May 30 2019 DIN:08438514

[Annexure-C]

NOMINATION & REMUNERATION POLICY

PREAMBLE

The Board of Directors of "Supernova Advertising Limited" ("theCompany") had constituted a Nomination and Remuneration Committee consisting of three(3) Directors of which two directors are Independent Directors.

OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto. Thekey objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation of the Board.

c) To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

d) To provide to Key Managerial Personnel and Senior Management reward linked directlyto their effort performance dedication and achievement relating to the Company'soperations.

e) To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

f) To devise a policy on Board diversity

g) To develop a succession plan for the Board and to regularly review the plan.

DEFINITIONS

a) "Act" means the Companies Act 2013 and Rules framed there underas amended from time to time.

b) "Board" means Board of Directors of the Company.

c) "Directors" mean Directors of the Company.

d) "Key Managerial Personnel" means

i. Chief Executive Officer or the Managing Director or the Manager;

ii. Whole-time director;

iii. Chief Financial Officer;

iv. Company Secretary; and

v. Such other officer as may be prescribed.

e) "Senior Management" means personnel of the company who are membersof its core management team excluding the Board of Directors including Functional Heads.

f) "Independent Director":- As provided under Section 149(6) of theCompanies Act 2013. 'Independent Director' shall mean a non-executive director otherthan a managing director or a whole-time director or a nominee director of the Company:

i. who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

ii. a) who is or was not a promoter of the company or its holding subsidiary orassociate company;

b) who is not related to promoters or directors in the company its holding subsidiaryor associate company;

iii. who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

iv. 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 percent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year; -

v. who neither himself nor any of his relatives-

a) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

b) is or has been an employee or proprietor or a partner in any of the three financialyears immediately preceding the financial year in which he is proposed to be appointedof:

• a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

• any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent. or more of thegross turnover of such firm;

c) holds together with his relatives two percent or more of the total voting power ofthe company; or

d) is a Chief Executive or director by whatever name called of any non-profitorganisation that receives twenty-five percent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company; or

e) who possesses such other qualifications as may be prescribed.

ROLE OF COMMITTEE

a) Matters to be dealt with perused and recommended to the Board by the Nomination andRemuneration Committee

The Committee shall:

i. Formulate the criteria for determining qualifications positive attributes andindependence of a director.

ii. Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.

iii. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.

b) Policy for appointment and removal of Director KMP and Senior Management

i. Appointment criteria and qualifications

> The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

> A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

> The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

ii. Term / Tenure

> Managing Director/Whole-time Director: The Company shall appoint or re-appoint anyperson as its Executive Chairman Managing Director or Whole Time Director for a term notexceeding five years at a time. No re-appointment shall be made earlier than one yearbefore the expiry of term.

> Independent Director: An Independent Director shall hold office for a term up tofive consecutive years on the Board of the Company and will be eligible for re-appointmenton passing of a special resolution by the Company and disclosure of such appointment inthe Board's report.

No Independent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.

At the time of appointment of Independent Director; it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act and Listing Agreement from time to time.

iii. Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly). The following criteria are to befollowed for reviewing the director's performance:

a. Accomplishment of the organization's mission objectives and strategic results forwhich the Executive Director is responsible.

b. Ensuring that the Board is well informed on issues affecting the continuingrelevance of the mission and the performance and reputation of the Company.

c. Adequacy of processes which monitor business performance Board member interactionwith management adequacy of Board knowledge adequacy of business strategy Board beinginformed evaluation process for executives and Director.

d. Appropriateness of balance and mix of skills size of Board contribution ofindividual Board members adequacy of performance feedback to Board members adequacy ofprocedures dealing with inadequate performance by a Board member.

e. Board's effectiveness in use of time whether Board allowed sufficient opportunityto adequately assess management performance.

f. Working relationship between chairman and chief executive officer segregation ofduties between Board and management ability of Directors to express views to each otherand to management in a constructive manner adequacy of Board discussions and managementof divergent views.

g. The evaluation will take annually as per the requirement of law and ListingAgreement. The performance evaluation will typically address activities events andaccomplishments that took place during the most recently completed fiscal year.

iv. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

v. Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

c) Policy relating to the Remuneration for the Director KMP and Senior ManagementPersonnel

i. General:

> The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.

> The remuneration and commission to be paid to the Whole-time Director KMP andSenior Management Personnel shall be in accordance with the percentage / slabs /conditions laid down in the Articles of Association of the Company and as per theprovisions of the Act.

> Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director KMP and Senior Management Personnel.

> Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

ii. Remuneration to Director KMP and Senior Management Personnel:

> Fixed pay:

The Director KMP and Senior Management Personnel shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee. Thebreakup of the pay scale and quantum of perquisites including employer's contribution toP.F pension scheme medical expenses club fees etc. shall be decided and approved by theBoard/ the Person authorized by the Board on the recommendation of the Committee andapproved by the shareholders and Central Government wherever required.

> Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Director KMP and Senior Management Personnel inaccordance with the provisions of Schedule V of the Act and if it is not able to complywith such provisions with the previous approval of the Central Government.

> Provisions for excess remuneration:

If any Director KMP and Senior Management Personnel draws or receives directly orindirectly by way of remuneration any such sums in excess of the limits prescribed underthe Act or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

iii. Remuneration to Non- Executive / Independent Director:

> Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Act.

> Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rupees One Lac per meeting of the Board or Committee or such amount asmay be prescribed by the Central Government from time to time.

> Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act.

> Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

MEMBERSHIP

a) The Committee shall consist of a minimum 3 directors majority of them beingindependent.

b) Minimum two (2) members one of which must be an Independent Director shallconstitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board ofDirectors.

CHAIRPERSON

a) Chairperson of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.

c) In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.

d) Chairman of the Nomination and Remuneration Committee meeting should be present atthe Annual General Meeting or may nominate some other member to answer the shareholders'queries.

FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may berequired.

COMMITTEE MEMBERS' INTERESTS

a) A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.

SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

VOTING

a) Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

b) In the case of equality of votes the Chairman of the meeting will have a castingvote.

NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

b) Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Act;

c) Identifying and recommending Directors who are to be put forward for retirement byrotation.

d) Determining the appropriate size diversity and composition of the Board;

e) Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;

f) Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;

g) Evaluating the performance of the Board members and Senior Management in the contextof the Company's performance from business and compliance perspective;

h) Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

i) Delegating any of its powers to one or more of its members or the Secretary of theCommittee;

j) Recommend any necessary changes to the Board; and

k) Considering any other matters as may be requested by the Board.

REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

a) To consider and determine the Remuneration Policy based on the performance and alsobearing in mind that the remuneration is reasonable and sufficient to attract retain andmotivate members of the Board and such other factors as the Committee shall deemappropriate.

b) To approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.

c) To delegate any of its powers to one or more of its members or the Secretary of theCommittee.

d) To consider any other matters as may be requested by the Board.

e) Professional indemnity and liability insurance for Directors and senior management.

MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the Committeeat the subsequent meeting. Minutes of the Committee meetings will be tabled at thesubsequent Board and Committee meeting.

AMENDMENT(S)/MODIFICATION(S)

The Nomination and Remuneration Committee will review and may amend/modify this policyfrom time to time.

[Annexure-D]

Disclosure in Directors' Report pursuant to Section 197(12) of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

(i) The ratio of the remuneration of each director to the median remuneration ofthe employees of the Company for the financial year:

Sl. No. Name of the Director Ratio of the remuneration to the median remuneration of the employees
1. Mr. Bhanu Kumar Arvind Goyal (Wholetime Director) 2.16
2. Ms. Nikita Jangid (Independent Director) Nil
3. Mr. Naveen Jangid (Independent Director) Nil
4. Mr. Yogesh Kumar Rawal (Independent Director) Nil
5. Mr. Vijay Kumar Saini (Independent Director) Nil
6. Mr. Jayprakash Kumawat (Independent Director) Nil

Notes:

1. Mr. Naveen Jangid (DIN: 07034357) was appointed as Director of the Company witheffect from August 08 2019.

2. Mr. Yogesh Kumar Rawal (DIN: 06776726) was appointed as Director of the Company witheffect from January 09 2019.

3. Mr. Vijay Kumar Saini (DIN: 06782120) & Mr. Jayprakash Kumawat (DIN: 07208761)resigned from the Directorship of the Company with effect from August 08 2019.

(ii) The percentage increase in remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager in the financial year:

Sl.. No. Name of the Director Percentage increase in Remuneration
1. Mr. Bhanu Kumar Arvind Goyal (Wholetime Director) Nil
2. Ms. Nikita Jangid (Independent Director) Nil
3. Mr. Naveen Jangid (Independent Director) Nil
4. Mr. Yogesh Kumar Rawal (Independent Director) Nil
5. Mr. Vijay Kumar Saini (Independent Director) Nil
6. Mr. Jayprakash Kumawat (Independent Director) Nil
7. Mr. Manish Agarwal (Company Secretary) Nil

(iii) The percentage increase in the median remuneration of employees in the financialyear:

During the FY 2018-19 there has been an increase by 18.30% in the median remunerationof employees as compared to previous year.

(iv) The number of permanent employees on the rolls of the Company:

There were 10 permanent employees as on March 31 2019.

(v) Average percentage increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentageincrease in the managerial remuneration and justification thereof and point out if thereis any exceptional circumstances for increase in the managerial remuneration:

There has been no increase in the average salary of employees and average remunerationof Key Managerial Personnel during the financial year 2018-19.

(vi) Affirmation that the remuneration is as per the remuneration policy of theCompany:

Remuneration paid during the year ended March 31 2019 is as per the RemunerationPolicy of the Company.