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Ugro Capital Ltd.

BSE: 511742 Sector: Financials
NSE: N.A. ISIN Code: INE583D01011
BSE 00:00 | 07 Jul 106.00 1.65
(1.58%)
OPEN

108.00

HIGH

109.40

LOW

100.10

NSE 05:30 | 01 Jan Ugro Capital Ltd
OPEN 108.00
PREVIOUS CLOSE 104.35
VOLUME 995
52-Week high 225.00
52-Week low 74.60
P/E 38.27
Mkt Cap.(Rs cr) 748
Buy Price 101.35
Buy Qty 50.00
Sell Price 108.50
Sell Qty 25.00
OPEN 108.00
CLOSE 104.35
VOLUME 995
52-Week high 225.00
52-Week low 74.60
P/E 38.27
Mkt Cap.(Rs cr) 748
Buy Price 101.35
Buy Qty 50.00
Sell Price 108.50
Sell Qty 25.00

Ugro Capital Ltd. (UGROCAPITAL) - Director Report

Company director report

Your Directors have pleasure in presenting the 26th Annual Report and theAudited Statement of Accounts of your Company for the financial year ended 31stMarch 2019.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars Year ended 31st March 2019 Year ended 31st March 2018
Total Income 4181.07 351.56
Total Expenditure 3704.91 29.10
Profit Before Tax and exceptional items 476.16 322.45
Exceptional items 366.67 -
Profit before tax 109.49 322.45
Provision for Tax 36.06 24.52
Profit after tax 145.55 297.93
Balance brought forward 2117.19 2935.70
Profit available for appropriation 2262.74 3233.63
Appropriations:
Transfer to Reserve Fund under Section 45-IC of the RBI Act 1934 29.11 1116.44
Dividend paid for F.Y 2018-19 164.45 -
Dividend Tax thereon for F.Y 2018-19 33.80 -
Transfer to General Reserve - -
Balance carried forward to Balance Sheet 2035.38 2117.19

DIVIDEND

The Board of Directors at their meeting held on 14th June 2018 declared aninterim dividend @ 35% i.e. Rs. 3.50 per equity share of face value at Rs. 10/- eachwhich has been duly paid on 2nd July 2018 to shareholders of the Company. Nofinal dividend is recommended for the year ended 31st March 2019 and theinterim dividend paid to shareholders is to be considered as the final dividend.

REVIEW OF OPERATIONS

Your Company reported total income of Rs. 4181.07 lakhs for the year ended 31stMarch 2019 as compared to Rs. 351.56 lakhs for the year ended 31st March2018. The Company earned a net profit of Rs. 145.55 lakhs for the year ended 31stMarch 2019 as compared to Rs. 297.93 lakhs for the year ended 31st March2018.

SUBSIDIARY COMPANIES

Your Company has no subsidiaries as on 31st March 2019. There are noassociate companies or joint venture companies within the meaning of section 2(6) of theCompanies Act 2013 ("the Act").

Further pursuant to the provisions of section 136 of the Act the financial statementsof the Company along with relevant documents are available on the website of the Company.

RESERVES

The amounts proposed to be transferred to general reserve statutory reserve and ESOSreserve are mentioned in financial highlights in financial statements.

CHANGE IN SHARE CAPITAL

During the financial year the Authorized Share Capital of the Company has beenincreased to Rs. 1020000000/- from Rs. 60000000/. The Authorized equity sharecapital of the Company comprises of 81500000 Equity shares of Rs. 10/- each amountingto Rs. 815000000/- and 20500000 Preference Shares of Rs. 10/- each amounting to Rs.205000000 as on 31st March 2019.

During the financial year 2018-19 the Company has allotted Equity Shares CompulsoryConvertible Debentures (CCDs) Compulsory Convertible Preference Shares (CCPs) andWarrants. The details of the same are as follows:

- 10647523 fully paid-up equity shares of face value of Rs. 10/- each;

- 17325582 CCDs out of these 3488372 CCDs were converted into equal number ofequity shares in the month of January 2019;

- 18334297 CCPs out of these 4497087 CCPs were converted in equal number ofequity shares in the month of October 2018;

- 8783785 Warrants of face value of Rs. 10/- each were issued. These warrants arepartly paid (paid up value Rs. 2.50).

As on 31st March 2019 the issued subscribed and paid up share capital ofyour Company stood at Rs. 371686920/- comprising of 23331482 Equity Shares of Rs.10/- each amounting to 233314820 and 13837210 Compulsorily Convertible PreferenceShares of Rs. 10/- each amounting to Rs. 138372100/-.

Details of issue of shares and convertible securities are given in note 3 of notes toaccounts.

Pursuant to the Scheme of Arrangement between Asia Pragati Capfin Private Limited('APCPL') and UGRO Capital Limited ('the Company') and their respective shareholders andcreditors as approved by the Hon'ble National Company Law Tribunal Mumbai Bench videits order dated 13th June 2019 the Company has allotted 13565891 equityshares of Rs. 10 each to the shareholders of APCPL on 30th July 2019.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company has total 11 (Eleven) Directors out of which 6 (Six) are IndependentDirectors including one Woman Director as on 31st March 2019.

Mr. Ramakant Chokhani Mr. Rajesh Chokhani Mr. Pravin Gupta and Ms. Jyoti Jainresigned from the post of Director w.e.f. 5th July 2018.

Mr. Manish Parikh ceased to be the Chief Financial Officer of the Company w.e.f. 4thJuly 2018 and Ms. Sweta Kumar ceased to be the Company Secretary w.e.f. 2nd November2018. Based on recommendations of Nomination and Remuneration Committee the Board at itsmeeting held on 2nd November 2018 appointed Mr. Kalpeshkumar Ojha as Chief FinancialOfficer and Mr. Aniket Karandikar as Company Secretary of the Company w.e.f. 2nd November2018.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Manoj Kumar Sehrawat (DIN: 02224299) retires by rotation and being eligiblehas offered himself for re- appointment.

DETAILS OF FRAUD

No frauds have been reported by auditors under sub-section (12) of section 143 of theAct.

AUDIT COMMITTEE

The terms of reference and composition of Audit Committee are given in the CorporateGovernance Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition of Stakeholders' Relationship Committee is given in the CorporateGovernance Report.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:-

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations") Management Discussion and Analysis and CorporateGovernance Report are part of this Annual Report. The Certificates from M/s. Pankaj Nigamand Associates Practicing Company Secretaries regarding Compliance of the conditions ofCorporate Governance as stipulated by SEBI Listing Regulations are attached to thisreport.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company familiarizes its Independent Directors with the Company their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc through various programmers. The details ofsuch familiarization programme are disclosed on the Company's website.

DECLARATION OF INDEPENDENCE

The Company has received and after due assessment has taken on record the necessarydeclarations from each of the Independent Directors under section 149(7) of the Act thatthey meets the criteria of Independence laid down in section 149(6) of the Act andRegulation 25 of SEBI Listing Regulations. In the opinion of the Board as confirmed bythese Directors they fulfill the conditions specified in Section 149 of the Act and theRules made there under about their status as Independent Directors of the Company.

ANNUAL EVALUATION BY THE BOARD OF DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performanceCommittees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the Board composition andstructure effectiveness of Board processes information and functioning etc. Theperformance of the Committees was evaluated by the Board after seeking inputs from theCommittee members on the basis of criteria such as the composition of Committeeseffectiveness of Committee meetings etc. The above criteria are based on the GuidanceNote on Board Evaluation issued by the Securities and Exchange Board of India on January5 2017. In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors. The Board and theNomination and Remuneration Committee reviewed the performance of individual directors onthe basis of criteria such as the contribution of the individual director to the Board andCommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In the Board meeting that followedthe meeting of the Independent Directors and meeting of Nomination and RemunerationCommittee the performance of the Board its Committees and individual directors was alsodiscussed. Performance evaluation of Independent Directors was carried out by the entireBoard excluding the Independent Director being evaluated.

CODE OF CONDUCT

UGRO Capital has formulated a Code of Business Conduct and Ethics for Board ofDirectors and Senior Managerial Personnel. The confirmation of compliance of the same isobtained from all concerned on an annual basis. All Board Members and Senior ManagerialPersonnel have given their confirmation of compliance for the year under review. Adeclaration duly signed by Whole Time Director and Chief Executive Officer is given underCorporate Governance Report as a separate section in this Annual Report. The Code ofBusiness Conduct and Ethics for Board of Directors and Senior Managerial Personnel is alsoposted on the website of the Company.

BOARD MEETINGS HELD DURING THE YEAR

The Board of Directors of the Company met 8 (eight) times during the financial year2018-19. The details of the Board Meetings and the attendance of the Directors are givenin Corporate Governance Report which forms part of this Annual Report.

COMMITTEES OF THE BOARD

Your Company has constituted various Committees required under the Act read withapplicable Rules made there under and the SEBI Listing Regulations and as per RBIrequirements. Your Company has also formed other Committee for its day to day operation.

Details regarding mandatory and non-mandatory Committees as on 31st March2019 are provided in the report on the Corporate Governance which forms part of thisAnnual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which forms part of this Annual 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 statement in term of subsection (3) (c) and (5) of the Section 134 of the Companies Act 2013 ("theAct") that:

a) in the preparation of the Financial Statements for the financial year ended 31stMarch 2019 the applicable accounting standards had been followed along with properexplanations relating to material departure;

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 as at 31st March 2019 and of the profitof the Company for that year;

c) proper and sufficient care had been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) the financial statement of the Company had been prepared on a going concern basis;

e) we have laid down internal financial controls to be followed by the Company whichare adequate and were operating effectively; and

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

PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF COMPANIESACT 2013

Details of loan guarantee and investments covered under section 186 of the Act areprovided in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions during the financial year under review were at arm'slength basis and are in compliance with the applicable provisions of the Act and SEBIListing Regulations. There were no material significant related party transactions enteredinto by the Company with Promoters Directors or Key Managerial Personnel etc which mayhave potential conflict of interest with the Company at large.

All the related party transactions are presented to the Audit Committee and Board fortheir approval. A statement of all related party transactions is presented before theAsset Liability Committee Audit Committee and Board on quarterly basis specifying thenature value and terms and conditions of the transactions. The said transactions arerecommended by Asset Liability Committee and Audit Committee and by the Board.

The related party transaction policy of the Company as approved by the Board isuploaded on website of the Company.

The information on transactions with related parties pursuant to Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure-I in Form No. AOC-2 and the same forms part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required in terms of Section 197 (12) of the Act read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 is givenbelow:

A. Information as per Rule 5 (1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

a) The ratio of remuneration of each director to median remuneration of theemployees of the Company for the financial year:

Name of Director Ratio to median remuneration
Mr. Shachindra Nath 14.02 : 1
Mr. Abhijit Ghosh 7.11 : 1

b) The percentage of increase in remuneration of each Director Chief FinancialOfficer Company Secretary in the financial year: Nil

c) Percentage of increase in the median remuneration of employees during the financialyear ended 31st March 2019: Nil

d) Number of permanent employees on the rolls of the Company as on 31stMarch 2019: 90 employees

e) Average percentage increase made in the salaries of employee other than theManagerial Personnel in the financial year was Nil vis a vis an increase of nil in thesalaries of Managerial Personnel.

f) Affirmation that the remuneration is as per remuneration policy of the Company: Yes.

B. Information as per Rule 5 (2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014:

The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is given below.

Name of Employee Designation of Employee Remuneration received (in ') Nature of employment Qualifications and experience of the employee Date of commencement of employment Age Last employment % of equity shares held in the Company Whether relative of director or Manager of the Company
Mr. Shachindra Nath Executive Chairman and Managing Director 21751163.00 Permanent Qualified lawyer and a University Rank holder from the Banaras Hindu University (India) Experience: 20+ years 22-Jun-18 47 Poshika Financial Ecosytem (P) Limited NIL No
Mr. Abhijit Ghosh Whole Time Director & CEO 32348479.00 Permanent A Science Graduate from the University of Calcutta and an alumnus of Kellogg Executive Education & XLRI Jamshedpur. Experience: 20+ years 1-Jul-18 47 Religare Finvest Ltd. NIL No
Name of Employee Designation of Employee Remuneration received (in ') Nature of employment Qualifications and experience of the employee Date of commencement of employment Age Last employment % of equity shares held in the Company Whether relative of director or Manager of the Company
Mr. Anuj Pandey Chief Operating Officer 13818058.00 Permanent Bachelor's degree in Engineering (Mechanical) from Thapar University & PGDM from IIM Lucknow. Experience: 20 years 1-Jul-18 44 Religare Finvest Ltd. NIL No
Mr. J. Sathiayan Chief Business Officer 13441714.00 Permanent An alumnus of the Sastra University with a degree in B.E. Experience: 20 years 1-Jul-18 49 Religare Finvest Ltd. NIL No
Mr. Manish Agarwal Chief Risk Officer 11793204.00 Permanent CA CS CMA Experience: 20 years 1-Jul-18 46 Yes Bank Limited NIL No

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN 31st MARCH. 2019

There is no material change and commitments which affected financial position of theCompany which occurred after 31st March 2019.

CONSERVATION OF ENERGY

A. Conservation of energy-

i. The steps taken or impact on conservation of energy; Not applicable
ii. The steps taken by the company for utilizing alternate sources of energy; Not applicable
iii. The capital investment on energy conservation equipment's; Not applicable

B. Technology absorption-

i. The efforts made towards technology absorption; Optical Character Recognition (OCR) is used in analysis of financial documents. It enables conversion of different types of documents such as scanned paper documents PDF files or images captured by a digital camera into editable and searchable data. Various APIs used to fetch data used for underwriting directly from source like banking ITRs GST returns. Special algorithms are used to process underwriting decisions within one hour.
ii. The benefits derived like product improvement cost reduction product development or import substitution; TAT improvement decision of loan cases within one hour accuracy and objectivity in underwriting decisions and minimizing of errors.
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import; Not applicable
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and
iv. The expenditure incurred on Research and Development.

C. Foreign exchange earnings and Outgo-

Year ended 31st March. 2019 Year ended 31st March. 2018
The expenditure incurred on Conference and Conveyance 99424 Nil
Exchange earned Nil Nil

REMUNERATION POLICY OF THE COMPANY

The remuneration policy of the company comprising of the appointment and remunerationof the Directors Key Managerial Personnel and Senior Managerial Personnel of the Companyincluding criteria for determining qualifications positive attributes independence of aDirector and other related matters has been provided in the Corporate Governance Reportwhich is attached to this Report and is also available on Company's website. RemunerationPolicy is enclosed herewith as Annexure II.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the Section 177(9) and 177(10) of the Act and Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI ListingRegulations the Board of Directors have approved the Policy on Vigil Mechanism / WhistleBlower and the same has been hosted on the Website of the Company.https://www.ugrocapital.com/investor-relations

This Policy inter alia provides a direct access to the Chairman of the Audit Committee.Your Company hereby affirms that no Director / employee have been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

PREVENTION OF INSIDER TRADING

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

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company follows a strict zero tolerance sexual harassment at workplace and adoptedthe policy on prevention prohibition and redressal of sexual harassment at workplace inline with the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules thereunder for prevention and redressal ofcomplaints of sexual harassment at work place.

The disclosure in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 for the year ended 31st March 2019 is asfollows:

Number of complaints filed during the financial year Nil
Number of complaints disposed off during the financial year Nil
Number of complaints pending as at end of the financial year Nil

STATUTORY AUDITOR'S AND THEIR REPORT

M/s Deloitte Haskins & Sells LLP Chartered Accountant (Firm Registration No.117366W/W-100018) was appointed as Statutory Auditors at the twenty fifth AGM held on 3rdJuly 2018 for a period of five years commencing from the conclusion of the Twenty FifthAGM till the conclusion of the Thirtieth Annual General Meeting of the company.

Further the report of the Statutory Auditors is provided in the financial section ofthe Annual Report. The observations made in the Auditors' Report are self-explanatory anddo not contain any qualification reservation or adverse remark. Therefore it does notcall for any further comments.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board ofDirectors of the Company has appointed M/s Price Waterhouse Coopers as an InternalAuditor of the Company 1st January 2019 to 31st March 2020 andCompany carries out an Internal Audit on quarterly basis.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under M/s. Pankaj Nigam andAssociates Company Secretary in Practice has been appointed as Secretarial Auditor ofthe Company. The report of the Secretarial Auditor is enclosed as Annexure- III to thisreport. The report is self-explanatory and does not contain any qualification or adverseremark. Therefore it does not call for any further comments.

Further the Company has received certificate of Non-Disqualification of Directors fromM/s. Pankaj Nigam and Associates Company Secretary in Practice. The same is enclosed asannexure to this report.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financialyear ended 31st March 2019.

The shareholders of the Company at their Extra- Ordinary General meeting held on 18thSeptember 2018 passed a special resolution for the name change of the Company fromChokhani Securities Limited to UGRO Capital Limited.

After the procedural formalities the name of the Company has been changed fromChokhani Securities Limited to UGRO Capital Limited w.e.f. 26th September2018.

DETAILS AND STATUS OF ACQUISITION. MERGER. EXPANSION. MODERNIZATION ANDDIVERSIFICATION

The Hon'ble National Company Law Tribunal Mumbai Bench ('Hon'ble NCLT') vide orderdated 13th June 2019 has approved the Scheme of Arrangement between AsiaPragati Capfin Private Limited ("APCPL") and UGRO Capital Limited and theirrespective shareholders and creditors under section 230-232 read with section 52 andsection 66 of the Companies Act 2013 ("the Act") and other relevant provisionsof the Act.

APCPL is also a Non Banking Financial Company the lending business of APCPL will betransferred to UGRO Capital. The effective date for the same is 1st April2018. As per Scheme the shareholders of APCPL will be issued 100000 equity shares offace value of Rs. 10 each of UGRO Capital Limited for every 13 65162 equity shares ofheld in APCPL.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return in Form MGT-9 as on 31st March 2019 is attached asAnnexure-IV of this report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company. The Committee isresponsible for monitoring and reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand controls. The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The variousrisks are categorized as High risk Medium risk and Low risk and appropriatesteps/measures are taken/initiated to mitigate the identified risks from time to time.

EMPLOYEE STOCK OPTIONS DISCLOSURE

During the financial year 2018-19 the Company has granted 3623067 stock options tothe eligible employees. The Board of Directors hereby confirm that there is no materialchange in Employee Stock Option Scheme (ESOS) of the Company and the scheme is incompliance with the SEBI (Share Based Employee Benefits) 2014.

Disclosure in compliance with the SEBI (Share Based Employee Benefits) Regulations2014 and Companies Act 2013 is available on the website of the Company at the followinglink: www.ugrocapital.com.

DETAILS OF UTILISATION OF QIP PROCEEDS

Pursuant to Regulation 32(7A) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as "the SEBI ListingRegulations the statement of utilization of Qualified Institutional Placement (QIP)proceeds as on March 31 2019 is furnished below:

Particulars Amount in Rs.
Net proceeds of QIP Issue 1107351762
Less: Amount utilized for the purpose received 1107351762
Balance Amount Nil

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Act the Board of Directors of the Company hasformed a Corporate Social Responsibility Committee. The Composition of CSR Committee andbrief outline of CSR Policy of the Company are set out in this report. The CSR policy isavailable on the website of the Company.

Section 135 (1) of Companies Act is not applicable to the Company for financial year2018-19. This would be applicable from financial year 2019-20 (as Company's net worth ismore than Rs. 500 Crores as on 31st March 2019).

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board Meetings (SS-1) General Meetings (SS-2) and BoardsReport (SS-4).

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.

ACKNOWLEDGMENT

Your Directors thank the Company's employees customers vendors investors for theircontinuous support.

Your Directors also thank the Central and state Governments and other statutoryauthorities for their continued support and co-operation.

For and on behalf of Board of Directors
Sd/-
Shachindra Nath
Executive Chairman and Managing Director
DIN:00510618
Place: Mumbai
Date: 7th August 2019