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Ventura Textiles Ltd.

BSE: 516098 Sector: Industrials
NSE: N.A. ISIN Code: INE810C01044
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NSE 05:30 | 01 Jan Ventura Textiles Ltd
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VOLUME 150
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OPEN 4.70
CLOSE 4.43
VOLUME 150
52-Week high 9.50
52-Week low 3.35
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ventura Textiles Ltd. (VENTURATEXTILES) - Director Report

Company director report

To

The Members

VENTURA TEXTILES LIMITED

Your Directors present the 51st Annual Report on thebusiness & operations of the Company together with the Company's AuditedFinancial Statements and Independent Auditor's Report thereon for the Financial Yearended 31st March 2021.

The summarized performance during the year is as under:

FINANCIAL RESULTS:

(Amount in Rs.)

PARTICULARS 31st March 2021 31st March 2020
Sales 16225736 42936947
Other Income 7339186 9732232
Total Income 23564922 52669179
Expenditure 73137773 102936152
Profit / (Loss) Before Interest Depreciation & Tax (16345981) (20003586)
Interest 25225444 22316738
Depreciation 8001427 7946649
Profit / (Loss) Before Tax (49572852) (50266973)
Exceptional Income/Prior Period Adjustment Nil 180000
Profit / (Loss) After Tax (49572852) (50086973)

STATE OF COMPANY AFFAIRS:

The Company's modernization plan of its Open-End Spinning divisionwith the installation of State-of-the-art machines to produce high-quality open-end yarnsto meet the demand for Industrial Fabric/Denim manufacturing partially commenced thecommercial production.

The Company is supplying high-quality open-end yarn to the fabric /denim manufacturer. The Company is pursuing to stabilize the operation for sustainablegrowth / to achieve its growth plan. However the company saw several operationalchallenges due to the COVID-19 led lockdown and the consequent continuing hurdles and yetto recover a turn around. The Board is proposing to explore the market on revival ofactivities and economy.

PERFORMANCE REVIEW:

During the year under review the Company has earned total income ofRs. 23564922/- out of which income from operation is Rs. 16225736/- and other incomeis Rs. 7339186/- as compared to income from operation and other income of Rs.42936947/- and Rs. 9732232/- in the previous year respectively. The Company incurredloss after tax of Rs.49572852/- as compared to a loss after tax of Rs. 50086973/- inthe previous year.

The Company expects improved results in the coming years.

DIVIDEND AND RESERVES:

In view of the losses incurred by the Company the Board of Directorsof the Company has not recommended any dividend for the financial year under review. Asthe company has incurred losses during the year no amount has been transferred toReserves.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS/ SHARES TO IEPF:

During the year the company was not required to transfer any unclaimeddividends/shares to IEPF.

SHARE CAPITAL:

The Paid-up share capital of the Company as on 31st March2021 was Rs.194532890/- comprising of 19453289 Equity Shares of Rs.10/- each. Duringthe year under review there is no change in the paid-up share capital of the Company.

During the year under review the Company did not issue any equityshares with differential voting rights and has not granted any Stock Option or SweatEquity. Further it has not provided any money to its employees for purchase of its ownshares hence the Company has nothing to report in respect of Rule 4(4) Rule 12(9) andRule 16 of the Companies (Share Capital & Debentures) Rules 2014.

As on 31st March 2021 none of the Directors of the Companyhold instruments convertible into Equity Shares of the Company. The Company has not issuedany Debentures / debt securities during the year under review.

CHANGE IN NATURE OF BUSINESS IF ANY:

During the year there was no change in the nature of business of theCompany.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the financial year underreview as stipulated under Regulation 34(2) (e) &34(3) of SEBI (LODR) is presented ina separate section forming part of the Annual Report. Annexure A

Certain Statements in the ‘Management Discussion and AnalysisReport' section may be forward looking and are stated as required by applicable lawsand regulations. Many factors may affect the actual results which would be different fromwhat the Directors envisage in terms of future performance and outlook. Investors arecautioned that this discussion contains forward looking statement that involve risks anduncertainties including but not limited to risks inherent in the company's growthstrategy.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Meetings of the Board of Directors held during the year 2020-21:

During the year under review 8 (Eight) meetings of the Board ofDirectors took place details of which have been provided in the Corporate GovernanceReport that forms part of the Annual Report. The intervening gap between any two meetingswas within the period prescribed by the Companies Act 2013 and Regulations 17 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. Details of dates is mentioned in Corporate Governance Report.

b) Declaration by Independent Directors:

The Company has received necessary declaration from all the IndependentDirectors confirming that they meet the criteria of Independence as provided insub-section (6) of Section 149 of the Companies Act 2013 and Regulations 16(1)(b) and25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015hereinafter referred to as "SEBI (LODR)."

Independent Directors are not liable to retire by rotation as perSection 152(6) of the Companies Act 2013. None of the Independent Directors will retireat the ensuing Annual General Meeting.

c) Changes in the Board of Directors During the year 2020-2021:

Pursuant to the provisions of Section 203 of the Act presently Mr.Mohan Rao Penugonda Managing Director and Mr. Abhijit Rao Penugonda Whole-time Directorand Chief Financial Officer and Ms. Sawani Sadalage(Karkamkar) Company Secretary &Compliance Officer as the Whole-time Key Managerial Personnel of the Company and has alsoappointed Mr. Abhijit Rao Penugonda as the Internal Auditor as the Company is not havingany other employee and not in a position to pay any outside professional due to lossesincurred by the Company.

Pursuant to the provisions of Section 149 of the Act the independentdirectors have submitted declarations that each of them meets the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1) (b) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"). Therehas been no change in the circumstances affecting their status as independent directors ofthe Company.

During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees commission and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board/Committee of the Company.

Mr. Venu Natha Sadasivam Sarma was appointed in the Board as anadditional Director (Independent & Non executive category) w.e.f 29th March2021 subject to approval of members of the company in ensuring Annual General Meeting.

Mr. Abhijit Rao (DIN:00189126) who retires by rotation and beingeligible offers himself reappointment at the ensuing Annual General Meeting of theCompany. Details are attached to the Notice as per Regulation 36(3) of SEBI(LODR) &SS-2.

On the recommendation of Nomination and Remuneration Committee Mr.Venu Natha Sadasivam Sarma has also been appointed as an Independent Director for theperiod of 5 (five) Consecutive years for the term up to 28th March 2026subject to approval of members of the Company in the 51st Annual GeneralMeeting. The Board of Directors recommends his appointment as Independent Director of theCompany.

The brief resume of the Directors seeking appointment / re-appointmentand other related information has been detailed in the Notice convening 51st AnnualGeneral Meeting of the Company.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Company has constituted an Audit Committee pursuant to theprovisions of Section 177(8) of the Companies Act 2013 read with Rules 6 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from timeto time.

Following is the composition of the Audit Committee.

Sr. No. Name Designation
1. Mr. Shyam R. Karmarkar Chairman (Independent Director)
2. Mrs.Ratnakumari Girija Maganti Member (Independent Director)
3. Mr. Abhijit Rao Member (Executive Director)

All the recommendations of the Audit Committee were accepted by theBoard of Directors during the year.

The details with respect to meetings of the Audit Committee held duringthe year have been provided in the Corporate Governance Report that forms part of theAnnual Report. The intervening gap between any two consecutive meetings was within theperiod prescribed by the Companies Act 2013 and SEBI (LODR).

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or AssociateCompany. Your Company is an Associate Company of Penny Securities & InvestmentsPrivate Limited on account of its shareholding in your Company [holding 7336858 equityshares of face value of Rs.10/- each (37.72%)].

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has established a vigil mechanism cum whistle blower policyas per Section 177(9) and (10) of the Companies Act 2013 read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the ListingRegulations. Pursuant to the Notification No. SEBI/LAD/NRO/GN/2018/59 dated December 312018 Securities and Exchange Board of India ("SEBI") notified the SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018 (‘the AmendmentRegulations") bringing amendment in the SEBI (Prohibition of Insider Trading) 2015with effect from April 1 2019. Pursuant to the Amendment Regulations the Company revisedits "Vigil Mechanism Policy" the details of which have been provided in theCorporate Governance Report and also posted on the website of the Company at: www.venturatextiles.com.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company wasreconstituted in the Board meeting held on March 29 2021. The Committee now comprises ofthree (3) Independent Directors.

Following is the composition of the Nomination and RemunerationCommittee after reconstitution:

Sr. No. Name Designation
1. Mr. Shyam R. Karmarkar Chairman (Independent Director)
2. Mrs. Ratnakumari Girija Maganti Member (Independent Director)
3. Mr. Venu Natha Sadasivam Sarma Member (Independent Director)

The Composition of the Nomination and Remuneration Committee is dulyconstituted as per Section 178 of the Companies Act 2013 read with Rule 6 of theCompanies (Meetings of the Board and its Powers) Rules 2014 and Regulation 19 of SEBI(LODR).

The Amendment Regulations brought amendment in the Listing Regulationswhich became effective from April 1 2019. Pursuant to the Amended Regulations theCompany revised its "Nomination & Remuneration Policy" wherein the terms ofreference of the Nomination and Remuneration Committee were amended to include therecommendation to the Board by the Committee all remuneration in whatever form payableto senior management.

The details with respect to meetings of the Committee held during theyear have been provided in the Corporate Governance Report that forms part of the AnnualReport. The intervening gap between any two meetings was within the period prescribed bythe Companies Act 2013 and SEBI (LODR).

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Pursuant to the Provisions of sections 178 of the Companies Act 2013and Regulation 20 of the SEBI (LODR) Regulations 2015 the Board of Directors has dulyconstituted the Stakeholders' Relationship Committee of the Company. The committee isresponsible for the satisfactory redressal to investor's complaints and recommendsmeasures for overall improvement in the quality of investor services.

The Committee now comprises of two (2) Independent Directors and one(1) is Executive Director.

As at 31st March 2021 the Stakeholders' RelationshipCommittee comprises of Mr. S. R. Karmarkar as Chairman of the Committee and Mr. P.M. Raoand Mrs.Ratnakumari Girija Maganti as Members of the Committee.

The details with respect to meetings of the Stakeholders RelationshipCommittee held during the year have been provided in the Corporate Governance Report thatforms part of the Annual Report. The intervening gap between any two meetings was withinthe period prescribed by the Companies Act 2013 and SEBI (LODR).

The meeting of the Stakeholder Relationship Committee was held at 29thMarch 2021 during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3) (c) and 134(5) of the Companies Act 2013the Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

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 at the end of the financial year and ofthe loss of the Company for that year;

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectivelyto the extent possible considering the weak financial position and the Board of Directorsare taking best efforts to turn-around the Company's operations and its financialstability.

CORPORATE GOVERNANCE REPORT:

The Company has adopted best practices of Corporate Governance andComplied with all the requirement of Corporate Governance laid down by SEBI. As perRegulation 34(3) read with schedule V of SEBI (LODR) a Corporate Governance Report alongwith Auditors certificate confirming compliance of corporate governance for the year ended31st March 2021 is provided separately and forms integral part of this annualreport.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Pursuant to Section 134(3)(p) read with Rule 8(4) of the Companies(Accounts) Rules 2014 and Regulation 4(2)(f)(ii)(9) read with Regulation 17(10) of theListing Regulations mandates that the Board shall monitor and review the Board evaluationframework and shall carry out performance evaluation of the Independent Directors. TheCompanies Act2013 states that a formal annual evaluation needs to be made by the Boardof its own performance and that of its committees and individual directors. Schedule IV ofthe Companies Act 2013 states that the performance evaluationof independent directorsshall be done by the entire Board of Directors excluding the director being evaluated.Details of the Evaluation Mechanism are provided in the Corporate Governance Report. Ameeting of Independent Director was held on 29th March 2021 for evaluation ofBoard performance.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITHRULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:

The provisions of Section 197 (12) of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable to the Company as there is only one employee (excluding Executive Directors) inthe Company.

The details of top ten employees (including Executive Directors) of theCompany is annexed as Annexure I to this Report Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable as remuneration paid is less than the limit specified.

COMPANIES POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Company had been following a policy with respect to appointment andremuneration of Directors Key Managerial Personnel and Senior Management Personnel. Theappointment of Directors on the Board is subject to the recommendation of the Nominationand Remuneration Committee (NRC). Based on the recommendation of the NRC the remunerationof Executive Director is fixed in accordance with the provisions of the Companies Act2013 which comprises of Basic Salary Perquisites allowances and commission. Theremuneration of non-executive directors comprises of sitting fees and commission inaccordance with the provisions of Companies Act 2013.

The Remuneration Policy on making payment to Directors Key ManagerialPersonnel and Senior Management Personnel is available on the Companies website and isaccessible through weblink.

RELATED PARTY TRANSACTIONS:

All Contracts/ Arrangements/transactions entered by the company duringthe financial year with related parties were in ordinary course of business and onarm's length basis. There are no materially significant related party transactionsmade by the company with Promoters Directors or Key Managerial Personnel etc. which mayhave potential conflict with the interest of the company at large or which warrants theapproval of the shareholders. Accordingly the disclosure of Related Party transactions asrequired under section 134(3) (h) of the companies Act 2013 in form AOC-2 beingenclosed as Annexure II.

In terms of Section 188 Companies Act and Companies (Meeting of Boardand its Powers) Rules 2014 and further in terms of Regulation 23 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 related to the CorporateGovernance company has formulated related party policy of the company. The Policy onRelated Party Transactions as approved by the Board is uploaded on the Company'swebsite at www.venturatextiles.com.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Company has not provided any loans guarantees security under section186 of the Companies Act 2013 during the year under review. The Company has not made anyinvestment during the financial year 2020-21.

SIGNIFICANT AND MATERIAL ORDERS:

Pursuant to Section 134(3)(q) of the Companies Act 2013 read with Rule8(5)(vii) of the Companies (Accounts) Rules2014no significant or material orders werepassed by the Regulators or Courts or Tribunals which impacts the goingconcern status andCompany's operations in future.

RISK MANAGEMENT:

The Company has in place Risk Management System which takes care ofrisk identification assessment and mitigation. The Board periodically reviews the riskif any and ensures to take necessary steps for its mitigation.

STATUTORY AUDITORS:

In accordance with the provisions of section 139 of the Act at the 47thAnnual General Meeting ("AGM") held on 23rd September 2017 M/sGovind Prasad & Co. Chartered Accountants (Firm Registration No.114360W) wereappointed as the Statutory Auditors of the Company for a period of five years to holdoffice from conclusion of the 47th AGM of the Company till the conclusion ofthe 52nd AGM of the Company to be held for the Financial Year 2022-2023.

M/s Govind Prasad & Co. Chartered Accountants (Firm RegistrationNo. 114360W) have confirmed that they are not disqualified from continuing as Auditors ofthe Company.

With respect to all entities in the network firm/network entity ofwhich the statutory auditor is a part: None

INTERNAL AUDITOR

Pursuant to provision of Section 138 and other applicable provisions ofthe Companies Act 2013 read with Rule 13(1)(a)of the Companies (Accounts) Rules 2014theboard on recommendation of Audit Committee appointed Mr.AbhijitRao Executive-ChiefFinancial Officer (CFO) of the Company has been appointed as the Internal Auditor of theCompanyfor the Financial Year 2020-2021 under the authority of the Board of Directors atits meeting held on 30th June 2020. The management regularly reviews thefindings of the Internal Auditor and effective steps to implement any suggestions/observations of the Internal Auditor are taken and monitored regularly. In addition theAudit Committee of the Board regularly addresses significant issues raised by the InternalAuditor.

COST RECORDS:

The Company is not required to maintain the cost records as specifiedby the Central Government under sub-section (1) of Section 148 of the Companies Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The Company is giving due consideration to the conservation of energyand all efforts are being made to properly utilize the energy resources.

The information pertaining to conservation of energy technologyabsorption Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexedherewith as Annexure-III to the Board's Report.

SECRETARIAL AUDITORS:

Pursuant to Section 204(1) of the Companies Act 2013 read with Rule 9of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany based on the recommendation of the Audit Committee appointed M/s. S. Anantha& Ved LLP Company Secretaries Mumbai (LLP IN: AAH-8229) as the Secretarial Auditorsof the Company on June 30 2020 for the Financial Year 2020-2021. The Report ofSecretarial Audit carried out for the financial year 2020-21 is annexed herewith as AnnexureIV.

Necessary explanations to each of the observations made in theSecretarial Audit Report are as given below:

a) The Company is yet to establish systems to ensure adequate andeffective compliance with the provisions of all applicable laws.

The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectivelyto the extent possible considering the weak financial position and the Board of Directorsare taking best efforts to turn-around the Company's operations its financialstability and to comply with all applicable laws.

b) The Company has accumulated losses exceeding its net worth whichmay adversely affect the future operations of the company:

The net worth of the company has been fully eroded. However this willnot affect the future viability of the companyas the company has started commercialproduction to increase turnover & improve profitability.

c) The Company has paid a penalty of Rs.1694480/- including GST) withrespect to non-compliance / late compliance of SEBI (LODR) Regulations 2015 inconnection with non-appointment of Woman Director / Company Secretary / IndependentDirector and BSE Limited has intimated withdrawal of penalty for Rs.542800/- so far onthe representation made by the Company. Considering the weak financial position of theCompany the Company has applied for refund of the entire amount.

The Company has complied with all requirements of SEBI (LODR)Regulations 2015. Company has applied for refund of penalty paid due to weak financialposition.

d) There was delay in filing few e-forms due to circumstances beyondcontrol. However such forms were filed withadditional filing fees as prescribed under theAct and compliance has been regularized. The necessary steps havebeen taken to avoid delayin filing of e-forms with MCA in future.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

During the year under review your company has complied with all theapplicable secretarial standards issued by the Institute of Company Secretaries of India.The same has also been confirmed by Secretarial Auditors of the Company in the secretarialaudit report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per Section 135(1) of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 every Company having NetWorth of Rupees five hundred crore or more or Turnover of Rupees one thousand crore ormore or a Net Profit of Rupees five crore or more during any financial year shallconstitute the CSR Committee.

Considering the above threshold limit specified above the Company isnot required to constitute the CSR Committee.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 read with the Rulesthereunder it is hereby declared that the Company has not received any complaint ofsexual harassment during the year under review. Further the Company conducts awarenessprogramme at regular interval of time.

INTERNAL FINANCIAL CONTROL:

The Management has devised proper systems to the extent possible toensure compliance with the provisions of all applicable laws including adequacy of theinternal financial controls and ensure such systems are adequate and operatingeffectively considering the weak financial position of the Company.

The Board of Directors are taking best efforts to turn-around theCompany's operations and its financial stability in near future.

DISCLOSURE UNDER SECTION 134(3) (l) OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in this report there have been nomaterial changes and commitments have occurred between the end of the financial year ofthe Company and date of this report which can affect the financial position of theCompany.

EXTRACTS OF ANNUAL RETURN

In accoradance with the requirements of section 92(3) of the CompaniesAct 2013 the annual return of the Company in respect of FY 2020-21 has been hosted onthe website of the Company on weblink https://www.venturatextiles.com/ others.htm

PUBLIC DEPOSITS

During the year the company has not accepted any deposits from thepublic and there are no outstanding deposits in terms of the Companies (Acceptance ofDeposits) Rules 2014.

INDUSTRIAL RELATIONS

During the year industrial relations have been cordial.

REMUNERATION POLICY

Pursuant to the provisions of section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations and on recommendation of Nomination andRemuneration Committee the Board of Directors have adopted policy for selection andappointment of Directors senior management and their remuneration. The remunerationpolicy has been placed on the website of the Company.

REPORTING OF FRAUDS/AUDITOR'S REPORT

There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and/or Board underSection 143(12) of the Companies Act 2013 and Rules made there under.

The Auditor's Report on Standalone and Consolidated FinancialStatements for the financial year 2020-21 issued by M/s. Govind Prasad & CompanyChartered Accountants does not contain any qualification observation disclaimerreservation or adverse remark.

With respect to the observation of the Statutory Auditors under theheading Emphasis of Matter in the Auditor's Report in connection with the negativenet worth more than 50% due to accumulated losses of the Company of Rs.343360898/-indicating doubt of the existence of the Company's ability to continue as a goingconcern the Board of Directors are optimistic on account of the emerging businessopportuinities and the active operative assets and the long term existence of the Companyto turn around and accordingly the Company is to be cosidered as a going concern.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

Except the change occurred during and subsequent to the financial year2020-21 relating to COVID-19 situation there are no any material changes and commitmentsaffecting the financial position of the company occurred between the end of the financialyear to which this financial statement relates and the date of this report.

DECLARATION TO STOCK EXCHANGE:

Company has submitted declaration pursuant to Regulation 33 (3) (d) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to stockexchange that M/s Govind Prasad and Company Statutory Auditors of the Company haveissued unmodified opinion on the audit report for the year ended 31st March2021.

GENERAL DISCLOSURE

No disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:

A. Issue of equity shares with differential rights as to dividend voting or otherwise.

B. Issue of Shares (including sweat equity shares) to the employees of the companyunder any scheme.

C. Neither Managing Director nor Whole Time Directors of the Company receive anyremuneration or commission from any of its subsidiary.

CAUTIONARY STATEMENT:

Statements in the Annual Report including those which relates toManagement Discussion and Analysis describing the Companies objectives projectionsestimates and expectations may constitute ‘forward looking statements' withinthe meaning of applicable laws and regulations. Although the expectations are based onreasonable assumptions the actual results might differ.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation to theCompany's valued Investors Banks Central and State Governments Stock ExchangesDepositories Business Associates Statutory Authorities and all other Stakeholders fortheir continuous support and co-operation.

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