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Trinity League India Ltd.

BSE: 531846 Sector: Financials
NSE: N.A. ISIN Code: INE884X01011
BSE 00:00 | 23 Sep 8.72 -0.45
(-4.91%)
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NSE 05:30 | 01 Jan Trinity League India Ltd
OPEN 8.72
PREVIOUS CLOSE 9.17
VOLUME 30
52-Week high 15.28
52-Week low 8.72
P/E
Mkt Cap.(Rs cr) 4
Buy Price 10.10
Buy Qty 2.00
Sell Price 9.17
Sell Qty 99.00
OPEN 8.72
CLOSE 9.17
VOLUME 30
52-Week high 15.28
52-Week low 8.72
P/E
Mkt Cap.(Rs cr) 4
Buy Price 10.10
Buy Qty 2.00
Sell Price 9.17
Sell Qty 99.00

Trinity League India Ltd. (TRINITYLEAGUE) - Director Report

Company director report

To the Members

Your Directors have pleasure to present the 31stAnnual Report on thebusiness and operations of the Company and accounts for the financial year ended 31stMarch 2019.

FINANCIAL HIGHLIGHTS

A brief overview on Financial Performance for the Financial Year ended March 31 2019is as follows:

(Rs. In Hundreds)
Particulars Year Ended 31st March 2019 Year Ended 31st March 2018
Revenue from Operations 84870 107250
Other Income 10240 5911
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 25114 63325
Less: Depreciation 8069 3374
Profit /loss before Finance Costs Exceptional items and Tax Expense 17045 59951
Less: Finance Costs 3109 -
Profit /loss before Exceptional items and Tax Expense 13935 59951
Add/(less): Exceptional items - -
Profit /loss before Tax Expense 13935 59951
Less: Tax Expense (Current & Deferred) 2505 11818
Profit /loss for the year (1) 11430 48133
Other Comprehensive Income/loss (2) 265 (5325)
Total (Comprehensive Income (1+2) 11695 42808
Add: Balance B/F from the previous Year (250448) (301009)
Balance Profit / (Loss) C/F to the next year (239018) (250448)

DIVIDEND

To strengthen the financial position of the Company Board of Directors of the Companydid not recommend any dividend for the financial year 2018-19.

PUBLIC DEPOSITS

During the Financial Year your Company has not accepted any Deposit within the meaningof Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits)Rules 2014. Accordingly there is no unpaid deposit lying with the Company for the periodunder review.

RESERVES

The Company has not transferred any amount to reserves out of the profits for thefinancial year ended on 31st March 2019. EXTRACT OF ANNUAL RETURN

Extract of Annual Return as on 31st March 2019 in the prescribed form MGT-9 pursuantto the provisions of Section 92(3) of Companies Act 2013 and the Companies Management andAdministration) Rules 2014 is annexed herewith as Annexure-I and also available onthe website of the Company http://trinityasia.in

AUDITORS

M/s S. K. Mehta & Co. Chartered Accountants (FRN: 000478N) werere-appointed as Statutory Auditors of the Company by the Members as per the provisions ofSection 139 of the Companies Act 2013

The report given by the Auditors on the financial statements of the Company areself-explanatory and therefore do not call for any further comments or explanations.

The Auditors have not reported any fraud to the Company required to be disclosed underSection 143(12).

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 (1) of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s MohitSinghal & Associates Practicing Company secretaries were appointed as SecretarialAuditors of the Company to conduct the Secretarial Audit of the Company for the financialyear 2018-19. The Secretarial Auditor Report submitted by them in prescribed form MR-3 isattached as "Annexure-II" to this report.

The Auditor has not given any adverse remark to the Company which required to response.

STATE OF COMPANY'S AFFAIRS

The principal business of the Company is to act as financial consultants managementconsultants and to provide advice services and consultancy in various fields. Howeverduring the year company has added another objective of monitor of agriculture insurancescheme and other related services. Multiple opportunities keep coming for itsconsideration and future outlook for the company is good.

INTERNAL AUDITOR

Company had appointed M/s R. Mediratta & Associates Chartered Accountants asInternal Auditor of the company under section 139(1) of the Companies Act 2013 for theF.Y. 2018-19. The Company proposes to appoint them for the current FY i.e. 2019-20 also.

DIRECTORS/ KMP

The Board of Directors of the Company is duly constituted. None of the Directors of theCompany is disqualified under the provisions of Companies Act 2013.

As on 31st March 2019 the Board/KMP consisted of following:

Sr. No. Name of Directors/ KMPs
1. Devinder Kumar Jain (Managing Director)
2. Madhulika Jain (Non-executive Director)
3. Saloni Jain(Non-Executive Director)
4. Alok Sinha(Independent Director)
5. Ashok Kumar Chaturvedi (Independent Director)
6. Sukhwant Singh (Independent Director)
7. Shashank Chandhok (Independent Director)
8. Bakhshish Singh Rana (CFO)
9. Dharmender Kumar (CS)

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMPs) WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR

During the period under review Mr. Shashank Chandhok (DIN: 06881108) and Mr. SukhwantSingh (DIN: 00973805) were appointed as Independent Directors of the Company w.e.f.25/09/2018 in its 30th AGM of the Company held on 25th day ofSeptember 2018. The Company has duly received their consent in writing from both of themto act as Independent Director and intimation in Form DIR-8 to the effect that they arenot disqualified u/s 164(2) of the Companies Act 2013 to act as Director of the Company.

Mr. Gaurav Tomar who was acting as Company Secretary of the Company resigned from theposition w.e.f. 30/04/2018 and Ms. Shraya Jaiswal was appointed as his replacement fromthe same date. Ms. Shraya Jaiswal also resigned from the position w.e.f. 02/02/2019 andthe Company Secretary Mr. Dharmender Kumar appointed as her replacement w.e.f.02/02/2019.

Effective from 30/04/2018 Mr. Ashish Harbola Chief Financial Officer of the Companyresigned from the position and Mr. Arunabh Jain was appointed as his replacement effectivefrom the same date.Thereafter w.e.f. 31/07/2018 Mr. Arunabh Jain resigned from theposition and Mr. Bakhshish Singh Rana appointed as his replacement effective from the samedate.

In terms of Section 152 of Companies Act 2013 and Article of Association of theCompany Ms. Saloni Jain Director of the Company shall retire by rotation at the ensuingAGM and being eligible offers herself for re appointment.

DECLARATIONS BY INDEPENDENT DIRECTOR

All the Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

CHANGE IN NATURE OF BUSINESS IF ANY

The Board has added another business objective "monitor of agriculture insurancescheme and other related services" during the F.Y 2018-19.

CHANGES IN SHARE CAPITAL IF ANY

Authorised Share Capital of the company increased from Rs. 110000000/- (RupeesEleven Crore only) consisting of 11000000 (One Crore Ten lacs) Equity Shares of Rs.10/-(Rupees Ten) each TO Rs. 250000000/- (Rupees Twenty Five Crore only) consisting of25000000 (Two Crore Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten) During theFinancial Year 2018-19.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued any shares/debentures as stated in Rule 12(9) of Companies(Share Capital and Debenture Rules 2014).

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares.

NUMBER OF BOARD MEETINGS

Eight Board Meetings were held during the Financial Year 2018-2019. The detailed Agendaand Notice for the Meetings was prepared and circulated in advance to the Directors withinthe prescribed time. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.The dates of Board meeting were 30-Apr-1816-May-18 27-Jul-18 28-Aug- 18 12-Oct-18 05-Nov-18 02-Feb-19 and 14-Mar-19

Further details regarding the number of meetings attended by each director are asunder:

Name of the Director No of meetings attended
Mr. Devinder Kumar Jain 8
Mrs. Madhulika Jain 8
Mrs. Saloni Jain 8
Mr. Alok Sinha 1
Mr. Ashok Kumar Chaturvedi 5
Mr. Sukhwant Singh 3
Mr. Shashank Chandhok 2

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans given and investments made covered under the provisions of Section 186of the Companies Act 2013 are given below:

Details of Loan: During the FY 2018-19 the Company has not given any Loans

S. No Date of Making Loan Details of Borrower Amount Purpose for which loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of interest Security

NIL

Details of Investment: During the FY 2018-19 the Company has not made anyInvestments

S. No Date of Investment Details of Investee Amount Purpose for which proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expected rate of return

NIL

Details of Guarantee/Security Provided: During the FY 2018-19 the Company has notprovided any Guarantees

S. No Date of providing security / guarantee Details of recipient Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expected rate of return

NIL

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any contracts or arrangements with the related partyreferred in Section 188(1) of the Companies Act 2013 for the Financial Year 2018-19.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments affecting the financial position of theCompany which have occurred between 31stMarch 2019 and the date of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:

a) Conservation of Energy:

i) The Steps taken or impact on conservation of Energy Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring improvement in maintenance and distribution systems and through improved operational techniques.
ii) The Steps taken by the Company for utilizing alternate source of energy Company has not taken any step for utilizing alternate sources of energy.
iii) The Capital Investment on energy conservation equipments Company has not made any capital investment on energy conservation equipments.

b) Technology Absorption:

i) The Efforts made towards technology absorption Updation of technology is a continuous process absorption implemented and adapted by the company for innovation.
ii) The benefit derived like product improvement cost reduction product development or import substitution The Company had been able to successfully indigenize the tooling to a large extent and successfully developed new products by virtue of technology absorption adaption and innovation
iii) In case of Imported technology (imported during the last three years reckoned from the beginning of the Financial Year) Not applicable
a) Details of Technology Imported
b) The year of Import;
c) Whether the technology been fully absorbed
d) If not fully absorbed areas where absorption has not taken place and the reasons thereof
iv) the expenditure incurred on Research and Development. NIL

c) Foreign Exchange Earnings/ Outgo:

i. Total Foreign exchange earned in terms of actual inflows during the Financial Year -NIL

ii. Total Foreign exchange earned in terms of actual outgo during the Financial Year-NIL DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATES

The Company does not any Subsidiary Joint Venture or Associate Company.

RISK MANAGEMENT POLICY

Risk Management is an integral part of the Company's business strategy. The Boardreviews compliance with risk policies monitors risk tolerance limits reviews andanalyzes risk exposure related to specific issues and provides oversight of risk acrossthe organization. The Board nurtures a healthy and independent risk management function toinculcate a strong risk management culture in the Company. Your Directors periodicallyreview the risk associated with the business or threatens the prospectus of the Company.The key policy is available on the website of theCompanyhttp://trinityasia.in/policy/risk_management_policy.pdf.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL

There are no significant or material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference tofinancial statements commensurate with the size and nature of its operations.

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

Your Company has not given any commission to its Managing / Whole-Time Director.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The provisions of Section 135 of the Companies Act relating to Corporate SocialResponsibility and related rules are not applicable to the Company.

MANAGERIAL REMUNERATION

During the year under review no employees whether employed for the whole or part ofthe year was drawing remuneration exceeding the limits as laid down u/s Section 197(12)of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Hence the details required under Section 197(12) are not required to be given.

Particulars of employees as required in terms of the provisions of Section 197 of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 are set out in Annexure III and IV.

PREVENTION PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention Prohibition & Redressal of SexualHarassment of Women at Workplace. The primary objective of the said Policy is to protectthe women employees from sexual harassment at the place of work and also provides forpunishment in case of false and malicious representations. All employees (permanentcontractual temporary trainees) are covered under this policy.

REPORT UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION. PROHIBITION& REDRESSAL) ACT. 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

AUDIT COMMITTEE

The composition quorum scope etc. of the Audit Committee are in line with theCompanies Act 2013 and SEBI LODR.

The audit committee has met and reviewed the financial statements for the financialyear ended 31.03.2019 and has not given any adverse observations.

MEETING AND ATTENDANCE

During financial year 2018-19 five (5) meetings of Audit Committee held. Details ofthe meeting including attendance of members of the Committee are as follows:

The dates of meeting were 16-May-18 27-Jul-18 28-Aug-18 05-Nov-18 and 02-Feb-19

COMPOSITION

As on 31st March 2019 the Audit Committee comprised the following members:-

S.No. Name of the Member Designation
1 Mr. Sukhwant Singh Non-Executive Independent Director (Chairman)
2 Mr. Shashank Chandhok Non-Executive Independent Director (Member)
3 Mr. Devinder Kumar Jain Executive Managing Director (Member)

NOMINATION AND REMUNERATION COMMITTEE

As per the requirements of Section 178 of the Companies Act 2013 Regulation 19 ofSEBI LODR a Nomination & Remuneration Committee has been constituted. The compositionquorum scope etc. of the Committee are in line with the Companies Act 2013 and SEBILODR.

MEETING AND ATTENDANCE

During financial year 2018-19 five (5) meetings of Nomination and RemunerationCommittee were held. Details of the meeting including attendance of members of theCommittee are as follows:

The dates of meeting were 30-Apr-18 27-Jul-18 28-Aug-18 05-Nov-18 and 02-Feb-19

Composition

As on 31st March 2019 the Nomination and Remuneration Committee comprised thefollowing members:-

S.No. Name of the Member Designation
1 Mr. Sukhwant Singh Non-Executive Independent Director (Chairman)
2 Mr. Shashank Chandhok Non-Executive Independent Director (Member)
3 Mrs. Madhulika Jain Non- Executive Non- Independent Director (Member)

REMUNERATION POLICY

In adherence of section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company has framed a policy on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided u/s 178(3) based on the recommendations of the Nomination andRemuneration Committee. The broad parameters covered under the Policy are - CompanyPhilosophy Guiding Principles Nomination of Directors Remuneration of DirectorsNomination and Remuneration of the Key Managerial Personnel (Other than Managing/Whole-time Directors) Key- Executives and Senior Management and the Remuneration of OtherEmployees. The policy is available on the website of the Company http://trinityasia.in/policy/Nomination%20Policy.pdf.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

This Committee considers and resolves the grievances of security holders of the Companyinter-alia including grievances related to transfer of shares non-receipt of AnnualReport non-receipt of dividend etc. The Committee also reviews measures taken foreffective exercise of voting rights by shareholders adherence to the service standardsadopted by the listed entity in respect of various services being rendered by theRegistrar & Share Transfer Agent and ensuring timely receipt of annual reports by theshareholders of the company.

Composition

As on 31st March 2019 the Stakeholders' Relationship Committee comprised the followingmembers:-

S.No. Name of the Member Designation
1 Mr. Sukhwant Singh Non-Executive Independent Director (Chairman)
2 Mr. Shashank Chandhok Non-Executive Independent Director (Member)
3 Mr. Devinder Kumar Jain Executive Managing Director (Member)

MEETING AND ATTENDANCE

During financial year 2018-19 four (4) meetings of Stakeholders' RelationshipCommittee were held. Details of the meeting are as follows:

The dates of meeting were 27-Jul-18 28-Aug-18 05-Nov-18 and 02-Feb-19

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Section 177(9) of the Companies Act 2013 the Company isrequired to establish an effective vigil mechanism for Directors and employees to reportgenuine concerns. The Company as part of the ‘vigil mechanism' has in place a‘Whistle Blower Policy' to deal with instances of fraud and mismanagement if any.The Whistle Blower Policy has been placed on the website of the Company.

This vigil mechanism of the Company is overseen by the Audit Committee and providesadequate safeguard against victimization of employees and also provide direct access tothe Chairperson of the Audit Committee in exceptional circumstances.

During the year under review the Company did not receive any complaint. None of thepersonnel of your Company were denied access to the Audit Committee. The policy isavailable on the website of the Company http://trinityasia.in/Vigil_Meclianism_Established.html

COST AUDITOR AND THEIR REPORT

Provision of Cost Audit is not applicable to the Company.

STATEMENT INDICATING FORMAL ANNUAL EVALUATION

A statement indicating the manner in which formal annual evaluation has been made bythe Board of its own performance and that of its committees and individual directors arespecified in Nomination and Remuneration Policy which is annexed as Annexure-V.

CORPORATE GOVERNANCE

Members are hereby informed that according to Regulation 27 (2) of SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 the compliance of CorporateGovernance is not applicable to the listed entity having paid up equity share capital notexceeding Rs. 10 Crores and Networth not exceeding Rs. 25 Crores.

As the paid up capital and net worth of the Company are less than the requisitethreshold limit as prescribed in the relevant Regulation hence the compliance of saidregulation is not applicable on the Company. Declaration in relation to the same isannexed as Annexure VI & form part of the Director's Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to regulation 34 (2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Management Discussion and Analysis Report is attached as"Annexure-VIF to this report.

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. we have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;

c. we have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. we have prepared the annual accounts on a going concern basis;

e. we have laid down proper internal financial controls and that internal financialcontrols are adequate and operating effectively in the Company.

f. we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

LISTING

Presently the Company's equity shares are listed on the Bombay Stock Exchange Ltd.(BSE). Your Company is regular in paying listing fees to BSE.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge all stakeholders of the Company viz. financialinstitutions Government Authorities Customers members dealers vendors banks andother business partners for the excellent support received from them during the financialyear. Your Directors place on record their appreciation for employees executives staffand workers of the Company who have contributed to the growth and performance of theCompany.

The Company operates only in a single segment of Business and as such no separatesegment reporting is required.

FOR TRINITY LEAGUE INDIA LIMITED

Sd/- Sd/-
Date: 08.05.2019 Devinder Kumar Jain MadhulikaJain
Place: New Delhi Managing Director Director
DIN: 00437646 DIN:00437683
Address: A 56 Sector 39 Noida Address: -23 Mandakini Enclave
Gautam Buddha Nagar 201301 U.P Alaknanda GK-II New Delhi-110019

Annexure - III to the Director's Report

Disclosures in terms of Section 197(12) read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

1. The ratio of the remuneration of each director to the median remuneration ofemployees of the Company for the financial year is as follows:

Name Ratio of Remuneration
Devinder Kumar Jain NA
Madhulika Jain NA
Saloni Jain NA

2. During the year under review there was no increase in remuneration to directorChief Financial Officer Chief Executive Officer Company Secretary in the financial year

3. During the year under review there was no increase in the median remuneration of theemployees of your Company.

4. As on March 31 2019 there were 2 employees on the rolls of your Company.

5. It is hereby affirmed that the remuneration paid during the year is as per theRemuneration policy of the Company.

6. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: N.A

Annexure - IV to the Director's Report

Disclosures as per Section 197 (12) of the Companies Act 2013 disclosing names of thetop ten employees in term of remuneration drawn and the name of every employee who wereemployed throughout the year and were in receipt of remuneration of not less than Rs.10200000/- per annum or Rs. 850000/- per month

S. No. Name of Employee Designation of the Employee Remuneration received Date of Commencement of Employment Age in Year Experience in Year Qualification and Experience Last Employment held before joining
1. Dharmender Kumar Company Secretary 27000 02-Feb-19 29 2 CS Praveen Rastogi & Associate
2. Bakhshish Singh Rana Chief Financial Officer 35000 01-Aug-18 33 10 B.Com Trinity Reinsurance Brokers Limited

Note:

1. Gross remuneration comprises salary medical reimbursement leave travel concessionallowances monetary value of other perquisites computed on the basis of the Income TaxAct and Rules leave encashment and performance bonus.

2. All appointments were made in accordance with the terms and conditions as perCompany rules.

3. None of the above employee is a relative of any Director of the Company.

Annexure - V to the Director's Report

Statement indicating the manner in which formal annual evaluation has been made

In accordance with the requirement under the Companies Act 2013 disclosures regardingthe manner in which the performance evaluation is done by the Board of Directors of itsown performance performance of various committees of the directors and individualdirectors' performance are made by the Board of Directors in the Board's Report Furtherthe Board's Report containing such statement are made available for the review ofshareholders at the general meeting of the Company. The Policy has been made available onCompany's official website and the key features of this Policy have also been included inthe corporate governance statement contained in the annual report of the Company.

.