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Ventura Textiles Ltd.

BSE: 516098 Sector: Industrials
NSE: N.A. ISIN Code: INE810C01044
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Ventura Textiles Ltd. (VENTURATEXTILES) - Director Report

Company director report

To

The Members

VENTURA TEXTILES LIMITED

Your Directors present the 49th Annual Report on the business &operations of the Company together with the Audited Financial Statements for the FinancialYear ended 31st March 2019. The summarized performance during the year is asunder:

FINANCIAL RESULTS: (Amount in Rs.)
PARTICULARS 31st March 2019 31st March 2018
Sales 12943467 21887928
Other Income 6257092 1747322
Total Income 19200559 23635250
Expenditure 66731544 34897804
Profit / (Loss) Before Interest Depreciation & Tax (47530985) (11262554)
Interest Nil Nil
Depreciation 3186931 3254683
Profit / (Loss) Before Tax (50717916) (14517237)
Exceptional Income/Prior Period Adjustment Nil Nil
Profit / (Loss) After Tax (50717916) (14517237)

STATE OF COMPANY AFFAIRS:

The Company's modernization plan of Open End Spinning division has been successfullycompleted and the company started its commercial production in the month of January' 2018.

The Company is supplying high quality open end yarn to the fabric / denim manufacturer.The company is pursuing to stabilize the operation for sustainable growth / to achieve itsgrowth plan.

PERFORMANCE REVIEW:

During the year under review the Company has earned total income of Rs.19200559/-out of which income from operation is Rs.12943467/-and other income is Rs.6257092/-as compared to income from operation and total income of Rs.23635250/- in the previousyear. The Company incurred loss after tax of Rs.50717916/- as compared to a loss aftertax of Rs.14517237/- in the previous year.

The Company expects improved results in the coming years.

DIVIDEND AND RESERVES:

The Directors do not recommend any dividend on the Equity Share Capital of the Companyfor the Financial Year ended 2018-19 due to losses.

The Company has not transferred any amount to reserves for the Financial Year ended2018-19.

SHARE CAPITAL:

The Paid-up share capital of the Company as on 31st March 2019 was Rs.194406890/- comprising of 19440689 Equity Shares of Rs.10/- each.

During the year under review the Company did not issue any shares with differentialvoting rights and has not granted any Stock Option or Sweat Equity.

As on 31st March 2019 none of the Directors of the Company holdinstruments convertible into Equity Shares of the Company.

BUSINESS OUTLOOK AND FUTURE PROSPECTS:

The Company is planning to modernize its Open End Spinning Division with theinstallation of State-of-the-art machines to produce high quality Open End Yarn to meetthe demand for Industrial fabric / Denim manufacturing. The Company is hopeful ofimplementing the business plan in the current year.

CHANGE IN THE NATURE OF BUSINESS:

During the Financial Year under review there has been no change in the business of theCompany or in the nature of business carried by the Company.

FIXED DEPOSITS:

The Company has not accepted any deposit within the meaning of the provisions ofSection 73 of the Companies Act 2013 read with Chapter V of the Companies (Acceptance ofDeposits) Rules 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Meetings of the Board of Directors held during the year 2018-19:

During the year under review 5 (Five) meetings of the Board of Directors took placedetails of which have been provided in the Corporate Governance Report that forms part ofthe Annual Report. The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013.

b) Declaration by Independent Directors:

The Company has received necessary declaration from all the Independent Directorsconfirming that they meet the criteria of Independence as provided in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulations 16(1)(b) and 25(8) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 hereinafter referredto as "SEBI (LODR)."

Independent Directors are not liable to retire by rotation as per Section 152(6) of theCompanies Act 2013.

c) Changes in the Board of Directors During the year 2018-19:

Based on the recommendation of the Nomination & Remuneration Committee of theCompany the Board has appointed Mrs. Ratnakumari Girija Maganti (DIN: 08259159) as anadditional director (Independent and Non-Executive category) . As per the applicableprovisions of the Companies Act 2013 & Rules made there under she holds the office assuch upto the date of this Annual General Meeting of the Company. Your Directors recommendthe appointment Mrs. Ratnakumari Maganti (DIN: 08259159) as an Independent Director(Non-Executive category) for a period of five years upto 18th October 2023 not liable toretire by rotation.

Based on the recommendation of the Nomination & Remuneration Committee of theCompany the Board has reappointed Mr. Shyam Raghunath Karmarkar (DIN: 01365616) as anIndependent Director of the Company for a second term w.e.f. April 01 2019 to March312024 subject to approval of the members of the Company.

Mr. Abhijit Rao (DIN: 00189126) Director of the Company is liable to retire byrotation at the ensuing AGM pursuant to the provisions of Section 152(6)(d) of theCompanies Act 2013 read with Companies (Appointment and Qualification of Directors)Rules 2014 and the Articles of Association of the Company and being eligible has offeredhimself for reappointment. Appropriate resolution for his re-appointment is being placedfor your approval at the ensuing AGM. The brief resume of the Director and other relatedinformation has been detailed in the Notice convening 49th Annaul GeneralMeeting of the Company. Your Directors recommend his re-appointment.

Mr. Prakash R. Bhargava (DIN: 00763819) Independent Director (Non-Executive) hasresigned w.e.f. 14th January 2019. In accordance with the provisions ofSection 2(51) and 203 of the Companies Act 2013 read with Rule 8(A) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 every Listed Companyis required to have certain officers of the Company as Whole-time Key ManagerialPersonnel. Board of Directors has taken note of the existing office of Mr. Mohan RaoPenugonda Managing Director and Mr. Abhijit Rao Penugonda Whole-time Director and ChiefFinancial 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.

The brief resume of the Directors seeking appointment / re-appointment and otherrelated information has been detailed in the Notice convening 49th AnnualGeneral Meeting of the Company.

Due to weak financial position the Company could not be successful in identifyingwilling candidate to be appointed a Whole-Time Company Secretary of the Company.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee pursuant to the provisions of Section177(8) of the Companies Act 2013 read with Rules 6 of the Companies (Meetings of Boardand its Powers) Rules 2014 and Regulation 18 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time.

The Audit Committee of the Company was reconstituted in the Board meeting held onNovember 14 2018 & February 142019 to induct Mrs. Ratnakumari Girija Maganti(Non-Executive & Independent Director) as a member of the Committee and uponresignation of Mr. Prakash R. Bhargava (Non-Executive & Independent Director) as aDirector of the Company effective January 14 2019 respectively.

Following is the composition of the Audit Committee after induction of Mrs.RatnakumariGirija Maganti & resignation of Mr. Prakash R. Bhargava:

Sr. No. Name Designation
1. Mr. Shyam R. Karmarkar Chairman (Independent Director)
2. Mr. Prakash R. Bhargava (up to 14/01/2019) Member (Independent Director)
3. Mrs. Ratnakumari Girija Maganti (W.e.f 14/11/2018) Member (Independent Director)
4. Mr. Abhijit Rao Member (Executive Director)

All the recommendations of the Audit Committee were accepted by the Board of Directorsduring the year.

The details with respect to meetings of the Audit Committee held during the year havebeen provided in the Corporate Governance Report that forms part of the Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013 and SEBI (LODR).

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of the "SEBI (LODR)" theCompany prepared and pursued the Familiarization Programmes for Independent Directors tofamiliarize them with their role rights and responsibility as Directors the working ofthe Company nature of the industry in which the Company operates business model etc. TheFamiliarisation Programme for Independent Directors of the Company is hosted on Company'swebsite www.venturatextiles.com. during the year under review.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

VIGIL MECHANISM:

The Company has established a vigil mechanism as per Section 177(9) and (10) of theCompanies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014 and Regulation 22 of the Listing Regulations. Pursuant to the Notification No.SEBI/LAD/NRO/GN/2018/59 dated December 31 2018 Securities and Exchange Board of India("SEBI") notified the SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018 (‘the Amendment Regulations") bringing amendment in the SEBI(Prohibition of Insider Trading) 2015 with effect from April 1 2019. Pursuant to theAmendment Regulations the Company revised its "Vigil Mechanism Policy" thedetails of which have been provided in the Corporate Governance Report and also posted onthe website of the Company at: www.venturatextiles.com.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company was reconstituted in the Boardmeeting held on February 14 2019 subsequent to the resignation of Mr. Prakash R. Bhargava- an Independent Director of the Company. Mrs. Ratnakumari Girija Maganti (Non-Executive& Independent Director) was appointed as Independent Director of company w.e.f.October 19 2018 and she was inducted as a Member in the Committee on October 19 2018.The Committee comprises of two (2) Independent Directors and one (1) is ExecutiveDirector.

Following is the composition of the Nomination and Remuneration Committee afterreconstitution:

Sr. No. Name Designation
1. Mr. Shyam R. Karmarkar Chairman (Independent Director)
2. Mr. Prakash R. Bhargava (up to 14/01/2019) Member (Independent Director)
3. Mrs. Ratnakumari Girija Maganti (W.e.f. 19/10/2018) Member (Independent Director)
4. Mr. Abhijit Rao Member (Executive Director)

The Company is trying to revive itself and on the turnaround of the Company theComposition of the Nomination and Remuneration Committee will be duly constituted as perSection 178 of the Companies Act 2013 read with Rule 6 of the Companies (Meetings of theBoard and its Powers) Rules 2014 and Regulation 19 of SEBI (LODR).

The Amendment Regulations brought amendment in the Listing Regulations which becameeffective from April 1 2019. Pursuant to the Amendmed Regulations the Company revisedits "Nomination & Remuneration Policy" wherein the terms of reference of theNomination and Remuneration Committee were amended to include the recommendation to theBoard by the Committee all remuneration in whatever form payable to Senior management.

One (i) meeting of the Nomination & Remuneration Committee was held on August 142018.

The details with respect to meetings of the Committee held during the year have beenprovided in the Corporate Governance Report that forms part of the Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013 and SEBI (LODR).

The revised Nomination & Remuneration Policy as approved by the Board is annexed tothis Report as Annexure – B and is also uploaded on the Company's website at: www.venturatextiles.com.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee of the Company was reconstituted in the Boardmeeting held on February 14 2019 due to cessation of Mr. Prakash R. Bhargava - anIndependent Director of the Company and Mrs. Ratnakumari Girija Maganti was appointed as aMember.

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

As at 31st March 2019 the Stakeholders' Relationship Committee comprisesof Mr. S. R. Karmarkar as Chairman of the Committee and Mr. P.M. Rao and Mrs. RatnakumariGirija Magantias Members of the Committee.

The details with respect to meetings of the Audit Committee held during the year havebeen provided in the Corporate Governance Report that forms part of the Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013 and SEBI (LODR).

One (1) meeting of the Committee was held during the year on February 14 2019 whereall the members on date were present.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

a) in the preparation of the annual accounts for the financial year ended March 312019 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

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively to theextent possible considering the weak financial position and the Board of Directors aretaking best efforts to turn-around the Company's operations and its financial stability.

CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of SEBI (LODR) a separate section onCorporate Governance practices followed by the Company together with a Certificate fromthe Company's Auditors confirming compliance forms an integral part of this Report.

PERFORMANCE EVALUATION:

Pursuant to Section 134(3)(p) read with Rule 8(4) of the Companies (Accounts) Rules2014 and Regulation 4(2)(f)(ii)(9) read with Regulation 17(10) of the Listing Regulationsmandates that the Board shall monitor and review the Board evaluation framework and shallcarry out performance evaluation of the Independent Directors. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shallbe done by the entire Board of Directors excluding the director being evaluated.

The performance evaluation of the Directors the Board and its Committees wasaccordingly carried out based on the criteria laid down under the SEBI Circular datedJanuary 5 2017 for Performance Evaluation in the Nomination & Remuneration Policyand approved by the Board of Directors. Further details in respect of the criteria ofevaluation has been provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors who also assessed the quality quantity andtimelines of flow of information between the Company management and the Board. YourDirectors express their satisfaction with the evaluation process.

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

The provisions of Section 197 (12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable tothe Company as there is only one employee (excluding Executive Directors) in the Company.

The details of top ten employees (including Executive Directors) of the Company isannexed as Annexure 1 to this Report pursuant to Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

RELATED PARTY TRANSACTIONS:

During the year under review there was no transaction entered with any related partiespursuant to Section 188(1) and Section 134 (3) (h) of the Companies Act 2013 read withRules 6 A & 15 of the Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 23 of SEBI (LODR) Regulations 2015 except those mentioned in the notes to thefinancial statements.

The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at www.venturatextiles.com.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review no loans or guarantees were given or investments weremade pursuant to the provisions of Section 186 of the Companies Act 2013 read with Rule11 of the Companies (Meetings of Board and its Powers) Rules 2014.

SIGNIFICANT AND MATERIAL ORDERS:

Pursuant to Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(vii) ofthe Companies (Accounts) Rules 2014 no significant or material orders were passed by theRegulators or Courts or Tribunals which impacts the going concern status and Company'soperations in future.

RISK MANAGEMENT:

The Company has in place Risk Management System which takes care of riskidentification assessment and mitigation. The Board periodically reviews the risk ifany and ensures to take necessary steps for its mitigation.

STATUTORY AUDITORS:

At the 47th Annual General Meeting (AGM) of the Company held on 23rd September2017 M/s Govind Prasad & Co. Chartered Accountants (Firm Registration No. 114360W)were appointed 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 52ndAGM of the Company to be held for the Financial Year 2022-2023.

M/s Govind Prasad & Co. Chartered Accountants (Firm Registration No. 114360W)have confirmed that they are not disqualified from continuing as Auditors of the Company.

AUDITORS' REPORT:

The Auditors' Report does not contain any qualifications reservations or adverseremark except disclaimer clause as stated at ‘S.No. f' of ‘Report onother Legal and Regulatory Requirements' forming part of Independent Auditors' Reportviz.

With respect to the adequacy of the internal financial controls our financialreporting of the company and the operating effectiveness of such controls the system ofinternal financial controls over financial reporting of the company was not made availableto us to enable us to determine if the company has established adequate internal financialcontrol over financial reporting and whether such internal financial controls wereoperating effectively as at March 31 2019. We have considered the disclaimer reportedabove in determining the nature timing and extent of audit tests applied in our audit ofthe financial statements of the company and the disclaimer does not affect our opinion onthe financial statements of the company.

Management Reply: The Management has devised proper systems to ensure compliancewith the provisions of all applicable laws including adequacy of the internal financialcontrols and ensure such systems are adequate and operating effectively to the extentpossible considering the weak financial position of the Company.

The Board of Directors are taking best efforts to turn-around the Company's operationsand its financial stability in near future.

With Respect to the observation made by the Auditors in its Annexure to Audit Reportregarding the pending payment of Professional Tax of Rs. 196670/- and Panchay at Tax ofRs. 785711/- the management is of the opinion that the same will be paid in due courseof time.

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment for the time being in force).

INTERNAL AUDITORS

Pursuant to Section 138 and other applicable provisions of the Companies Act 2013 readwith Rule 13(1)(a) of the Companies (Accounts) Rules 2014 Mr.Abhijit RaoExecutive-Chief Financial Officer (CFO) of the Company has been appointed as the InternalAuditor of the Company for the Financial Year 2019-2020 under the authority of the Boardof Directors at its meeting held on 14.08.2018.

COST RECORDS

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is giving due consideration to the conservation of energy and all effortsare being made to properly utilize the energy resources.

The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-2to the Board Report.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to the sub-section (3) of Section 92&134(3)(a) read with Rule 12(1) of the Companies (Management and Administration)Rules 2014 of the Companies Act 2013 prepared in Form MGT-9 is annexed herewith as Annexure-3to the Board's Report.

SECRETARIAL AUDITORS:

Pursuant to Section 204(1) of the Companies Act 2013 read with Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company based onthe recommendation of the Audit Committee appointed M/s. S. Anantha & Ved LLPCompany Secretaries Mumbai (LLP IN: AAH-8229) as the Secretarial Auditors of the Companyon August 14 2018 for the Financial Year 2018-19.

The Secretarial Audit report for financial year 2018-19 forms part of Annual Report as Annexure-4 to the Board's Report. Necessary explanations to each of the observations made inthe Secretarial Audit Report are as given below:

a) The Company has not appointed a woman director till 18th October 2018and has therefore not been compliant with the Second Proviso of Section 149 (1) of theCompanies Act 2013 read with Rule 3 of the Companies (Appointment and Qualification ofDirectors) Rules 2014 till the date of appointment of a woman Director on 19th October2018:

The Company appointed a woman Director on 19th October 2018 despite theCompany's weak financial position BIFR history etc. and complied with requirements ofthe Act and the Rules thereunder.

b) The Company has not appointed Company Secretary (Key Managerial Personnel) underSection 203 of the Companies Act 2013 read with Rule 8 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:

The Company is not in a position to appoint the Company Secretary due to its weakfinancial condition. No candidate is willing to join on account of the weak financialposition of the Company. The Board assures that after the commencement of commercialproduction the Company will appoint a Company Secretary and comply with the requirementsspecified under Section 203 of the Companies Act 2013.

c) The Nomination and Remuneration Committee consists of Three (3) Members out of which2 (Two) are Non-Executive and Independent Directors and 1 (one) is Executive andNon-Independent Directors:

The Board of Directors will take necessary efforts to appoint one more Non- Executiveand Independent Director to ensure the Nomination and Remuneration Committee would be dulyconstituted as required under Section 178 of the Companies Act 2013.

d) The Company is yet to establish systems to ensure adequate and effective compliancewith the provisions of all applicable laws.

The directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively to the extentpossible considering the weak financial position and the Board of Directors are takingbest efforts to turn-around the Company's operations its financial stability and tocomply with all applicable laws.

e) The company has accumulated losses exceeding its net worth which may adverselyaffect the future operations of the Company;

The Net worth of the Company has been fully eroded. However this will not affect thefuture viability of the Company as the Company has started commercial production toincrease turnover & improve profitability.

f) The Company has made equity investments of Rs.1186000/- during the year underreview to obtain loans from the Co-operative banks; The Company has availed of LoanRs.18.50 Crs ( Term Loan- Rs.12.00 Crs Term Loan – Plant & Machinery–Rs.2.00 Crs and Working Capital Loan – Rs.4.50 Crs) from Janakalyan SahakariBank Ltd. and Rs.2.75 Cr from Mogaveera Co-operative bank Ltd. during the year underreview. As a requirement for availing of the Loans the Company has acquired by way ofsubscription / purchase or otherwise shares of Rs.5 Lakh in the share capital of theJanakalyan Sahakari Bank Ltd. on July 112018 and shares of Rs.6.86 Lakh in the sharecapital of the Mogaveera Co-operative bank Ltd. on March 262019.Thus the total equityinvestment amounting to Rs.11.86 Lakhs has been made at the instances & as per thepolicy of the respective Banks so as to enable the Company for availing of the said Loans.

g) The company has not filed certain e-forms with MCA for Board Resolutions and thereare delay in filing some e-forms.

The Company is in the process of filing the e-forms for some resolutions passed by theBoard of Directors of the Company. The management has directed to take care of filing thee-forms in future in time. The management also directed to appoint Company Secretary atthe earliest.

SECREATRIAL STANDARD SISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with the provisions of applicable Secretarial Standards issued byICSI

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34(2)(e) & 34(3) of SEBI (LODR) is presented in a separatesection forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):

As per Section 135(1) of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 every Company having Net Worth of Rupees fivehundred crore or more or Turnover of Rupees one thousand crore or more or a Net Profitof Rupees five crore or more during any financial year shall constitute the CSR Committee.Considering the above threshold limit specified above the Company is not required toconstitute the CSR Committee.

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

There are no women employees / outsiders associated with the Company and hence nodisclosure is required to be furnished under the provisions of the Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013.

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Management has devised proper systems to the extent possible to ensure compliancewith the provisions of all applicable laws including adequacy of the internal financialcontrols and ensure such systems are adequate and operating effectively considering theweak financial position of the Company.

The Board of Directors are taking best efforts to turn-around the Company's operationsand 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 no material changes andcommitments have occurred between the end of the financial year of the Company and date ofthis report which can affect the financial position of the Company.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation to the Company's valuedInvestors Banks Central and State Governments Stock Exchanges Depositories BusinessAssociates Statutory Authorities and all other Stakeholders for their continuous supportandco-operation.

For and on behalf of the Board of Directors
Sd/-
P . M. Rao
Place: Mumbai Chairman and Managing Director
Date: 14th August 2019 DIN: 00197973