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Tradewell Holdings Ltd.

BSE: 531203 Sector: Infrastructure
NSE: N.A. ISIN Code: INE819G01012
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NSE 05:30 | 01 Jan Tradewell Holdings Ltd
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OPEN 36.35
CLOSE 36.35
VOLUME 82
52-Week high 43.05
52-Week low 22.55
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tradewell Holdings Ltd. (TRADEWELLHOLD) - Director Report

Company director report

TO

THE MEMBERS

Your Directors have pleasure in presenting the 27th Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe Financial Year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

(Rupees in lakh)

Particulars 2020-2021 2019-2020
income/(Loss) from Operation 515.40 41.83
Expenditure 563.0 297.99
Profit/(Loss) before Depreciation and Tax (47.62) (56.16)
Depreciation 8.59 8.92
Profit/(Loss) after Depreciation but before Tax (56.21) (65.08)
Tax Expenses 11.69 (13.28)
Profit/(Loss) for the year (44.52) (78.36)
Earning Per Equity Share Basic (1.48) (2.61)
Diluted (1.48) (2.61)

COMPANY PERFORMANCE

The Company has adopted IND AS from April 012018. The Financial Statements have beenprepared as per the IND AS prescribed by the Institute of Chartered Accountants of India(ICAI).

The overall performance for the financial year ended 31st March 2021 wassatisfactory. The loss of company incurred during the year was amounted to Rs. 44.52 Lakhsas compared to previous year loss of Rs. 78.36 Lakhs. However your Directors areconfident that the company will do much better in future and trying its level best tofurther improve its performance.

DIVIDEND

No dividend on equity shares has been recommended by the Board for the year ended 31stMarch 2021 considering the future plans of the Company.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public fallingwithin the preview of Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rule 2014 during the year. There is no unclaimed or unpaid deposit lying withthe Company.

CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under review Company adopted other Business Activities i.e. ShareTrading as mentioned in other objects of Memorandum of Association of the Company andearned substantial revenue from such business. Therefore your company is decided to adoptsuch business activities as its main business in ensuing Annual General Meeting.

COVID-19 Pandemic

Members are aware of the novel coronavirus (COVID-19) outbreak which was declared apandemic by the World Health Organization. The outbreak of the COVID-19 pandemic has ledto an unprecedented health crisis and has disrupted economic activities and tradeglobally.

The outbreak of Coronavirus (COVID -19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity.

As the outbreak spread in India the Company initiated measures to closely monitor thesituation to safeguard the health welfare and safety of all its employees acrosslocations. The Company started advising its employees to work from home wherever feasible.Policies and directives related to working from home and IT infrastructure support wereimplemented almost on a real-time basis to enable our employees to shift seamlessly tothis new method of working.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments occurred which may affect the financial positionof the Company between the end of the financial year of the Company to which thefinancial statements relate and the date of the report.

SHARE CAPITAL

(A) Authorized Share Capital

The Authorized Share Capital of the Company stands at Rs.160000000/-(divided into16000000 Equity shares of Rs. 10/- each). During the year there has been no change inthe Authorized Share Capital of the Company.

(B) Paid-up Share Capital Equity

The paid up Share Capital of the Company stands at Rs.30044000/- (divided into3004400 Equity shares of Rs. 101- each). During the year there has beenno change in the paid up Share Capital of the Company.

The Company has neither issued shares with differential rights as to dividend votingor otherwise nor issued shares (including sweat equity shares) to the employees orDirectors of the Company under any scheme.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE AND FINANCIALPOSITION

The Company does not have any Subsidiaries Joint Ventures and Associate Companies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

> Directors and Key Managerial Personnel (KMP):

During the Year under review Mr. Kamal Manchandaas a Whole Time Director of theCompany was reappointed as a Whole Time Director of the Company liable to retire byrotation in the Annual General Meeting held on October 28 2020.

AlsoMr.Kamal Manchandawas re-appointed as Whole Time Director of the Company for aperiod of five years with effect from April 01 2021 to 31st March 2026 in the BoardMeeting held on 21st January 2021 subject to the approval of the shareholdersin the ensuing Annual General Meetingof the Company.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Aruna Manchanda Director retires by rotation at ensuing Annual GeneralMeeting of the Company.

> Board Evaluation

Pursuant to the Companies Act 2013 and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors has carried out an annual evaluation of its own performance Board Committeesand of individual directors.

The evaluation process focused on various aspects of the board and is committees suchas the size structure composition and expertise of the board frequency of meetingseffective discharge of functions and duties by Board and Committee prescribed under thelaw and as per terms of reference in case of the committees ensuring the integrity ofthe company's accounting and financial reporting systems independent audit internalaudit and risk management systems (for Board and Audit Committee) working in theinterests of all the stakeholders of the company and such other factors.

The performance of the board and committees was evaluated by the board after seekinginputs from all the directors.

> Independent Directors' Declaration

> As required under Section 149(7) of the Companies Act 2013 read with Schedule IVof Companies Act 2013 the Company has received a confirmation/declaration from each ofthe Independent Directors stating that they meet the criteria of independence. Thefollowing Non-Executive Directors of the Company are independent in terms of Section149(6) of the Companies Act 2013 and the Listing Regulations:

> Mr. Munish Bhardwaj

> Mr. Nalin Mohan Mathur

None of the Directors are disqualified for being appointment/re-appointment asdirectors in terms of Section 164 of the Companies Act 2013.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2020-21 Six (06) Board Meeting were convened and held as on30/07/2020 10/09/2020 30/09/2020 11/11/ 2020 31/12/2020 &21/01/2021. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI (LODR) Regulations 2015.

With reference to General Circular No. 08/2021 dated 03-05-2021 In view of thedifficulties arising due to resurgence of Covid-19 and requests received fromstakeholders it has been decided that the requirement of holding meetings of the Board ofthe companies within the intervals provided in section 173 of the Companies Act 2013 (120days) stands extended by a period of 60 days for first two quarters of Financial Year2021-22. Accordingly the gap between two consecutive meetings of the Board may extend to180 days during the Quarter — April to June 2021 and Quarter— July to September2021 instead of 120 days as required in the Companies Act 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independenceas required under Section 149(7) of the Companies Act confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act and Regulation 16(1)

(b) of SEBI LODR Regulations.

AUDITORS APPOINTMENT

AUDITOR'S REPORT AND NOTES ON ACCOUNT

The observations made by the auditors are self explanatory and have also been furthersimplified in the notes to accounts.

Our responsibility is to express an opinion on these financial statements based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal control relevant to the Company's preparation and fair presentation ofthe financial statements in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by management aswell as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion.

LISTING

Equity Shares of your Company are listed presently at BSE Limited (BSE). The AnnualListing Fees for the F.Y. 2021-22 have been paid to the concerned Stock Exchange.

SECRETARIAL STANDARDS

During the year under review the Company has complied with the provisions of theapplicable Secretarial Standards issued by Institute of Companies Secretaries of India.The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.

EMPLOYEES BENEFITS

Retirement benefit in the form of provident fund is a defined contribution scheme. Thecontributions to the provident fund are charged to the statement to the profit and lossfor the year when the contributions are due.

Provisions have been made in the accounts for expenses of gratuity.

MANNER & CRITERIA OF FORMAL ANNUAL EVALUATION OF BOARD'S PERFORMANCE AND THAT OFITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with requirements of the Act and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the formal annual performance evaluation ofthe Board its Committees and Individual Directors has been conducted as under:

A. Manner of evaluation as recommended to the Board by the Nomination and RemunerationCommittee

1. The Chairman of the Board consulted each Director separately about the performanceof Board Committees and other Directors and sought inputs in relation to the above. TheChairman then collated all the inputs and shared the same with the Board.

2. In respect of the evaluation of Chairman of the Board the Chairman of theNomination and Remuneration Committee collated the inputs from Directors about Chairman'sperformance as a Director of the Board and/or Chairman or the Member of the BoardCommittees and shared the same with the Board.

The Board as a whole discussed the inputs on performance of Board/Committees/IndividualDirectors and performed the evaluation excluding the Director being evaluated.

B. Criteria of evaluation as approved by the Nomination and Remuneration Committee

The aforesaid evaluation was conducted as per the criteria laid down by the Nominationand Remuneration Committee as follows:

Performance of Evaluation Criteria

1) Board as a whole • Fulfilment of functions of the Board(for instance guiding corporate strategy risk policy business plans corporate performance monitoring Company's governance practices etc. as per the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015
• Number of Board Meetings held during the year.
2) Board Committees • Fulfilment of functions of the Committee with reference to its terms of reference the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015
• Number of Committee Meetings held during the year.
3) Individual Directors • Fulfilment of responsibilities as a Director as per the Act SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and applicable Company policies and practices
• In case of the concerned Director being Independent Director Executive Director Chairperson or Member of the Committees with reference to such status and role
• Board and/or Committee meetings attended
• General Meetings attended.

CONSTITUTION OF AUDIT COMMITTEE

Section 177 of the Companies Act. 2013 and Companies (Meetings of Board and its PowersRules. 2014)1

The primary objective of the Committee is to ensure accurate and timely disclosureswith the highest levels of transparency integrity and quality of financial reporting. TheCommittee met four times during the year. As of the date of this report the Committee iscomprised of three directors namely Mr. Kamal Manchanda (Chairman) Mr. Munish Bhardwajand Mr. Nalin Mohan Mathur (Members) of the Company.

Meetings

During the financial year 2020-21 Five (5) meetings of the Audit Committee were heldas detailed herein below. The gap between two meetings did not exceed four /months.

The details of the meetings held and the attendance thereat of the Members of the AuditCommittee are as detailed herein below:

Date of meeting ATTENDANCE
Mrs. Aruna Manchanda Mr. Munish Bhardwaj Mr. Nalin Mohan Mathur
30/05/2020 Yes Yes Yes
10/08/2020 Yes Yes Yes
01/09/2020 Yes Yes Yes
14/11/2019 Yes Yes Yes
03/02/2021 Yes Yes Yes

Nomination and Remuneration Committee of the Board has been constituted as per section178 of the Companies Act 2013 and Rule 6 of the Companies (Meetings of Board and itsPowers) Rules 2014. The Nomination and Remuneration Committee shall determinequalifications positive attributes and independence of a director and recommend to theBoard a policy relating to the remuneration of the directors Key Managerial Personnel andother employees.

As of the date of this report the Committee is comprised of three directors namelyMrs. Aruna Manchanda (Chairman) Mr. Munish Bhardwaj and Mr. Nalin Mohan Mathur (Members)of the Company.

Meetings

During the financial year 2020-21 the Committee met once. The details of the meetingsheld and the attendance there at of the Members of the Nomination and RemunerationCommittee are as detailed herein below:

Date of meeting ATTENDANCE
Mrs. Aruna Manchanda Mr. Munish Bhardwaj Mr. Nalin Mohan Mathur
18/01/2021 Yes Yes Yes

STAKEHOLDER RELATIONSHIP COMMITTEE [Section 178 of the Companies Act 2013 andCompanies (Meetings of Board and its Powers Rules 2014)]

The composition of the Stakeholders Relationship Committee (SRC) is in line with theSection 178 of the Act read with Regulation 20 of LODR.

As of the date of this report the Committee is comprised of three directors namelyMrs. Aruna Manchanda (Chairman) Mr. Munish Bhardwaj and Mr. Nalin Mohan Mathur (Members)of the Company.

It looks after the stakeholders' grievances and redressal of investors' complaintsrelated to transfer of shares non receipt of balance sheet non receipt of dividend etc.

Meetings

During the financial year 2019-20 the Committee met once. The details of the meetingsheld and the attendance there at of the Members of the Stake Holder Relationship Committeeare as detailed herein below:

Date of meeting ATTENDANCE
Mrs. Aruna Manchanda Mr. Munish Bhardwaj Mr. Nalin Mohan Mathur
30/05/2020 Yes Yes Yes

RISK MANAGEMENT COMMITTEE

The risk management committee of the Company is constituted in line with the provisionsof Regulation 21 of SEBI Listing Regulations.

The Committee comprises of Mr. Kamal Manchanda Whole Time Director as the Chairman ofthe Committee and Mrs. Aruna Manchanda Non- Executive Director Mr. Munish Bhardwajrespectively as the Members of the Committee. The Composition of the Committee is as perRegulation 21 of the Listing Regulations 2015. The Chief Risk Officer is a permanentinvitee to the Committee.

Meetings

During the financial year 2020-21 the Committee has met once. The details of meetingsheld and the attendance thereat of the members of the Committee are aiven herein below:

Date of meeting ATTENDANCE
Mr. Kamal Manchanda Mrs. Aruna Manchanda Mr. Munish Bhardwaj
30/05/2020 Yes Yes Yes

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to the Provisions of Section 149(6) read with Schedule IV to the CompaniesAct 2013 a separate meeting of the Independent directors is required to be held duringthe year to inter-alia

> reviewed the performance of non-independent directors and the board of directorsas a whole;

> reviewed the performance of the Chairperson of the Company taking into accountthe views of executive directors and nonexecutive directors;

> assessed the quality quantity and timeliness of flow of information between themanagement of the Company and the Board of Directors that is necessary for the Board ofDirectors to effectively and reasonably perform their duties.

During the year one meeting of the Independent Directors was held on 30.05.2020 withoutthe attendance of non independent directors and members of management. All the independentdirectors attended the meeting.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 regarding employees is given in "Annexure-1

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the Annual Accounts of the Company forthe year ended 31st March 2021 that:

(a) in the preparation of the annual accounts for the financial year ended March 312021 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures;

(b) 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 312021 and of the loss ofthe Company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the directors have prepared the annual financial statements on a going concernbasis;

(e) the directors have laid down Internal Financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingefficiently; and

> the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has put in place necessary internal financial controls which are adequateand are operating effectively. The controls are adequate for ensuring the orderly andefficient conduct of the business completeness of accounting records and timelypreparation of reliable financial information besides adherence to the Company'spolicies safeguarding of assets prevention and detection of frauds and errors accuracyetc.

DETAILS OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditors including cost auditor andsecretarial auditor of the Company as per Section 134 (3) (ca) of the Companies Act 2013read with Companies (Amendment) Act 2015.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The details of Loans Guarantees and Investments are within the limits of provisions ofSection 186 of the Companies Act 2013 and rules made there under. There has been nodefault in repayment of deposits or payment of interest thereon during the financial yearended on 31st March 2021. Further there are no deposits which are innon-compliance with the requirements of Chapter V of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

Related party transactions entered during the period under review are disclosed in theNote 23 of the Financial Statements of the company for the financial year ended March 312021. These transactions entered were at an arm's length basis and in the ordinary courseof business. There were no materially significant related party transactions with theCompany's Promoters Directors Management or their relatives which could have had apotential conflict with the interests of the Company.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website.

DISCLOSURE UNDER SUB- SECTION (3) OF SECTION 134 OF COMPANIES ACT 2013 READ WITH RULE8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014

A. CONSERVATION OF ENERGY

Your Company is not engaged in any manufacturing activity and thus its operations arenot energy intensive. However adequate measures are always taken to ensure optimumutilization and maximum possible saving of energy.

B. TECHNOLOGY ABSORPTION

Your Company actively pursues a culture of technology adoption leveraging on theadvancement to serve customers better manage process efficiently and economically andstrengthen control systems. The Company has maintained a technology friendly environmentfor its employees to work in. In keeping with the current trends in the areas of digitalmarketing and social media the Company has effectively used these avenues in positioningitself in the market place and gain better Customer engagement.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no earnings and outgo in foreign exchange during the year under review.

The details forming part of the extract of Conservation of Energy TechnologyAbsorption is annexed herewith as "Annexure 2".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

Your directors confirm that no significant and/or material order(s) had been passedagainst the Company during the financial year 2020- 21 which may adversely impact thestatus of ongoing concern and operations in future of the Company.

POLICIES

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite www.brandrealty.in

The policies are reviewed periodically by the Board and updated based on need and newcompliance requirement. In addition to its Code of Conduct and Ethics key polices thathave been adopted by the company are as follows:

S. No. Name of the Policy Brief Description
1. Whistle blower Policy (Policy on Vigil Mechanism) [Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015]
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Company has adopted a Whistle Blower Policy which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behaviour actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimisation of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.
2. Nomination Remuneration & Evaluation policy [Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015]
The Board has on the recommendation of the Nomination & Remuneration Committee framed a Nomination Remuneration & Evaluation Policy which inter-alia lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company along with the criteria for determination of qualifications positive attributes independence of a director and remuneration of Directors KMPs and other employees and their evaluation and includes other matters as prescribed under the provisions of Section 178 of Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.The same is attached in the report as "Annexure 3".
3. Prevention Prohibition & Redressal of Sexual Harassment of Women At Workplace The Company has in place a Policy on Prevention Prohibition & Redressal of Sexual Harassment of Women at Workplace. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations. During the year the Company has not received any compliant of sexual harassment.
4. Risk Management Policy Your Company has formulated and adopted a Risk Management Policy. The Board of Directors is overall responsible for identifying evaluating and managing all significant risks faced by the Company. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organisation.
5. Related Party Transaction Policy [Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015] Related Party Transaction Policy as formulated by the Company defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions.
6. Insider Trading Policy The Policy provides the framework in dealing with securities of the company.
7. Document Retention and Archival Policy [Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015] Pursuant to SEBI (LODR) Regulations 2015 it mandates that every listing entity shall formulate a policy for preservation of documents and Regulation 30(8) of the Regulations is also required to have an archival policy on archiving all information disclosed to stock exchange(s) and the same being hosted on the Company's website.
8. Materiality Disclosure Policy [Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015] Pursuant to SEBI (LODR) Regulations 2015 it mandates that every listed entity shall make disclosure of any events or information which in the opinion of the Board of Directors of the listed company is material and the same being hosted on the Company's website.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN & WORKPLACE (PREVENTION. PROHIBITIONAND RESDRESSAL) ACT. 2013

As per the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 your Company has taken the initiatives towards any action on the partof any executive which may fall under the ambit of ‘Sexual Harassment at workplaceand is fully committed to uphold and maintain the dignity of every women working in thepremises of the Company. The Policy provides for protection against sexual harassment ofwoman at workplace and for prevention of such complaints.

Number of complaints pending as on the beginning of the period - NIL
Number of complaints filed during the financial period - NIL
Number of complaints pending as on the end of the period - NIL

AUDITORS

Statutory Auditor and their report

M/s Shyam Rastogi & Co. Chartered Accountants having ICAI Firm Registration No.506951C were appointed as the Statutory Auditor of the Company at the AGM in the year 2019for a period of three years till the conclusion of the AGM of the Company to be held inthe year 2022.

There is no audit qualification reservation or adverse remark for the financial yearunder review.

Secretarial Auditor and its report

As required under section 204 of the Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company is required to appoint aSecretarial Auditor for auditing secretarial and related records of the Company.

Accordingly M/s Parveen Rastogi & Co. Practicing Company Secretaries wasappointed as Secretarial Auditor for carrying out the secretarial audit of the Company forthe Financial Year 2020-21. The secretarial audit report for the financial year ended 31stMarch2021 is annexed with the Board's report as "Annexure 4".

During Audit it has been observed that the Company has not Complied with the provisionof Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 as there was a delay of One dayin uploading Annual Reportat Bombay Stock Exchange(BSE).

Further the Company had also received notice from BSE for such non- compliance andlevied a fine of Rs. 2360/-(inclusive of GST).

Management Reply:

The Management informed that the Company is always comply with all applicable Laws andRegulations. The above said non- compliance was made inadvertently and also paid off thefine which BSE had levied.The Company further assure that such inadvertence will not berepeated in future.

Internal Auditor

M/s J.K. Jain & Co. Chartered Accountant having its office at Delhi wasappointed as Internal Auditor of the Company for the F.Y. 2020-21 according to Section 138of the Companies Act read with Companies (Accounts) Rules 2014 to carry out the rolesand responsibilities during the current financial year which are as follows:

The Internal Audit Department conducts comprehensive audit of functional areas andoperations of the Company to examine the adequacy and compliance with policiesprocedures statutory and regulatory requirements. Significant audit observations andfollow up actions thereon are reported to the Audit Committee. The Audit Committee reviewsadequacy and effectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations. The audit function maintains its independence andobjectivity while carrying out assignments. It evaluates on a continuous basis theadequacy and effectiveness of internal control mechanism. The function also proactivelyrecommends improvement in policies and processes suggests streamlining of controlsagainst various risks.

Your Company has laid down set of standards processes and structure which enables itto implement internal financial control across the Company and ensure that the same areadequate and operating effectively.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN ITS REPORT

The notes on account referred to in Auditor's Report are self-explanatory and thereforedo not calls for any further comments under Section 134 of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014.

The Audit Report does not contain/ contains any qualification reservations or otherremarks.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable mandatory Secretarial Standards issuedby the Institute of Company Secretaries of India and approved by the Central Governmentunder Section 118(10) of the Companies Act 2013.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return i.e. Form MGT - 9 as prescribed under sub-section (3)of section 92 of the Companies Act 2013 read with Rule No 12 of Companies (Management andAdministration) Rues 2014 shall form part of the Board's report and are attachedherewith as "Annexure-5" to this report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria as laid down under Section 135 of theCompanies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules2014 therefore there was no requirement to constitute and formulate a committee underCorporate Social Responsibility.

DEMATERAILIZATION OF SHARES

Equity shares of the company can be traded in dematerialized form only. The company hasestablished connectivity with National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL) through its Registrars & Share TransferAgents. The ISIN allotted in respect of equity shares of Rs. 10/- each of the Company byNSDL/CDSL is INE819G01012.

Sr. No. Particulars No. of Shares % of Shares
1. Held on dematerialized Form in CDSL 308610 10.00%
2. Held on dematerialized Form in NSDL 2418640 81.00%
3. Physical 277150 9.00%
Total 3004400 100%

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Management Discussion and Analysis report is appendedherein. The said report is part of the annual report as "Annexure-6".

CORPORATE GOVERNANCE

The Company is not required to mandatorily comply with the provision of Regulation 17to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations 2015) as its equity share capital is less than Rs. 10 Crore andNet Worth is not exceeding Rs. 25 Crores as on the last day of the previous financialyear.

WHOLE TIME DIRECTOR CERTIFICATE

In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation& Disclosure Requirements) Regulation 2015 the certificate from Whole Time Directorhad been obtained and is attached in the said annual report as "Annexure-7"

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations2015 the Company has formulated "Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information" and "Code of Conduct toRegulate Monitor and Report Trading by Insiders". "Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information" prescribesthe framework for fair disclosure of events and occurrences that could impact pricediscovery in the market for securities of the Company and "Code of Conduct toRegulate Monitor and Report Trading by Insiders" has been formulated to regulatemonitor and report trading by employees and other connected persons of the Company.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

The Board of Directors has approved a Code of Conduct which is applicable to themembers of the Board and all employees in the course of day to day business operations ofthe Company. The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. All the Board Members and the SeniorManagement personnel have confirmed compliance with the Code. All Management personnel arebeing provided appropriate training in this regard.

APPRECIATION AND AKNOWLEDGEMENTS

We thank our customers business associates and bankers for their continued supportduring the Financial Year. We also place on record our sincere appreciation for theenthusiasm and commitment of Company's employees for the growth of the Company and lookforward to their continued involvement and support.

By order of the Board of Directors For Brand Realty Services Limited
Sd/- Sd/-
Kamal Manchanda Aruna Manchanda
Place: Delhi (Whole time Director) (Director)
Dated: 01/09/2021 DIN: 00027889 DIN : 00027965

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