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Viaan Industries Ltd.

BSE: 537524 Sector: Others
NSE: N.A. ISIN Code: INE324N01027
BSE 00:00 | 30 Sep 0.95 0.04
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NSE 05:30 | 01 Jan Viaan Industries Ltd
OPEN 0.90
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VOLUME 107049
52-Week high 2.03
52-Week low 0.71
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.90
CLOSE 0.91
VOLUME 107049
52-Week high 2.03
52-Week low 0.71
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Viaan Industries Ltd. (VIAANINDUSTRIES) - Director Report

Company director report

To The Members of Viaan Industries Limited

Your Directors are hereby to present at the 38th Annual Report on theBusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended 31st March 2021.

COVID-19 PANDEMIC:

The COVID-19 pandemic has caused disruption creating an unprecedented impact on thefinancial wellbeing of nations corporations and individuals. A detailed discussion onimpact of COVID-19 on the operations of the Company is covered in the ‘ManagementDiscussion and Analysis.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:

In view of the prevailing COVID-19 situation and consequent lockdown across thecountry the Ministry of Corporate Affairs (MCA) has exempted companies from circulationof physical copies of Annual Report for FY 2020 - 2021. Accordingly the Annual Report ofthe Company for F.Y 2020 - 2021 is being sent only by email to the members and all otherpersons/entities entitled to receive the same. This Annual Report along with otherdocuments is also available on the Company’s website at www.v-ind.com

FINANCIAL RESULT:

The Company is into development of mobile based game applications production of OTTplatform & trading activities in commodities; metals; electronics items & hasbusiness activities in India during the F.Y 2020 - 2021.

The subsidiary of the Company based in Dubai named Viaan Industries DMCC has stoppedits business operation due to non-viable business. The Viaan Industries DMCC has beenLiquidated during the F.Y 2020 - 2021.

The Company has suffered a loss of Rs. 166.40 lakh on standalone basis during the yearcompared to loss of Rs. 2501.06 Lakh during F.Y 2019 - 2020. The Company has notconsolidated the financial statement of the Company with Viaan Industries DMCC due toit’s liquidation.

The financial performance of your Company for the year ended March 31 2021 issummarized below

(Amount in Lakh)
Particulars 2020 - 2021 2019 - 2020
Revenue from Operations 357.89 1161.23
Other Income 20.39 26.08
Total Income 378.28 1187.31
Total Expenses 534.41 3688.37
Profit/(Loss) -156.13 -2501.06
(-) Exceptional Items 0.00 0.00
Profit/(Loss)Before Tax -156.13 -2501.06
Tax
(-) Current Tax 0.00 0.00
(-) Deferred Tax -10.27 0.00
Net Profit After Tax -166.40 -2501.06
(-) Extraordinary Items 0.00 0.00
Net Profit -166.40 -2501.06

DIVIDEND:

During the year your directors do not recommend any dividend due to loss incurred bythe Company.

UNPAID / UNCLAIMED DIVIDENDS:

In accordance with the provisions of Sections 124 and 125 of Companies Act 2013 andInvestor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016 (IEPF Rules) dividends not encashed / claimed within seven years from the date ofdeclaration are to be transferred to the Investor Education and Protection Fund (IEPF)Authority.

The IEPF Rules mandate Companies to transfer shares of Members whose dividends remainunpaid / unclaimed for a continuous period of seven years to the demat account of IEPFAuthority. The Members whose dividend / shares are transferred to the IEPF Authority canclaim their shares / dividend from the Authority. In accordance with the said IEPF Rulesand its amendments the Company had sent notices to all the Shareholders whose shares weredue to be transferred to the IEPF Authority and simultaneously published newspaperadvertisement.

COMPLIANCE:

The Compliance Department of the Company is continued to play a pivotal role inensuring implementation of compliance functions in accordance with the directives issuedby regulators the Company’s Board of Directors and the Company’s CompliancePolicy. The Audit Committee of the Board reviews the performance of the ComplianceDepartment and the status of compliance with regulatory/internal guidelines on a periodicbasis. New Instructions/Guidelines issued by the regulatory authorities were disseminatedacross the Company to ensure that the business and functional units operate within theboundaries set by regulators and that compliance risks are suitably monitored andmitigated in course of their activities and processes.

DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (“SEBI LODR”) the Board of Directors of the Company hasformulated and adopted ‘Dividend Distribution Policy’. The Dividend DistributionPolicy is available on the Company’s website at https://www.v-ind.com

RESERVES:

Negative balance of Rs. 243443803/- have been transferred from the Profit & Lossaccount.

SHARE CAPITAL:

During the financial year 2020 - 21 there was change in the paid up Share Capital ofthe Company.

The Company has issued 660000 Equity Shares at an issue price of Rs. 5/- ( RupeesFive only ) per Equity Shares (including premium of Rs. 4/-) on Preferential Basis to HTMobile Solutions Limited.

As on 31st March 2021 the Company has paid up capital of Rs.110243100.00/- divided into 110243100 Equity shares on Re. 1/- each.

The Company has neither issued shares with differential rights as to the dividendvoting or otherwise nor issued sweat equity shares. There is no scheme for employee stockoption or provision of money for shares of the Company to the employees or Directors ofthe Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion & Analysis Report which gives a detailed account ofstate of affairs of Company operation forms part of this Annual Report.

CORPORATE GOVERNANCE:

Pursuant to the SEBI (LODR) Regulations 2015 a separate section on CorporateGovernance forms part of the Annual Report. A declaration to this effect signed by theManaging Director of the Company is contained in this Annual Report. The Managing Directorand CFO have certified to the Board with regard to the financial statements and othermatters as required under Regulation 17(8) of the SEBI (LODR) Regulations 2015.

Certificate from the Practicing Company Secretary of the Company regarding complianceof conditions of Corporate Governance is annexed to this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Composition:

The composition of the Board is in conformity with Section 149 of the Act andRegulation 17 of the Listing Regulations. The Board comprise of 5 (five) Directors out ofwhich 1 (One) is Executive Directors 2 (Two) Non Executive Director and 2 (are)Non-Executive Independent Directors. The Chairman of the Board is a Non-ExecutiveDirector.

Mr. Ripu Sudan Kundra Non-Executive Director & Chairman

Mr. Shaiju Nair Managing Director

Mr. Ganpati Chaudhary Non-Executive Non Independent Director

Ms. Dolly Dhanresha Independent Director

Ms. Anita Sethia Independent Director

Mr. Satyajit Kolay Chief Financial Officer (CFO) and

Ms. Shraddha Bagwe Company Secretary & Compliance Officer are the Director and KMPsof the Company as on the date of this report.

There is change in the composition of the Board of Directors and KMPs during the yearunder review:

Sr. No. Name Designation Nature of change
1. Mrs. Shilpa Shetty Kundra Non-Executive Director (Resigned w.e.f 24.07.2020)
Non- Independent Director
2. Mr. Darshit Indravadan Shah Executive Director & CFO (Resigned w.e.f 31.12.2020)
3. Mr. Nandanadan Mishra Independent Director (Resigned w.e.f 26.10.2020)
4. Mr. Mahinderkumar Dayanand Wadhwa Independent Director (Resigned w.e.f 03.11.2020)
5. Mr. Satyendra Mohanlal Sarupria Independent Director (Resigned w.e.f 05.11.2020)
6. Ms. Dolly Dhanresha Independent Director (Appointed w.e.f. 08.09.2020)
7. Ms. Anita Sethia Independent Director (Appointed w.e.f 10.11.2020)
8. *Mr. Umesh Kamat Managing Director (Appointed w.e.f 19.12.2020)
(Resigned w.e.f 23.04.2021)
9. Mr. Sumit Mehra Managing Director (Appointed w.e.f 01.04.2021)
(Resigned w.e.f 14.08.2021)
10. Mr. Shaiju Sukumaran Nair anaging Director (Appointed w.e.f 27.08.2021)
11. Mr. Ganpati Shankar Chaudhary Non-Executive Director Non- Independent Director (Appointed w.e.f 27.08.2021)

*The Company has intimated to the Exchange on 9th February 2021 that Mr.Umesh Kamat Managing Director of the Company has been suspended temporarily due to aninvestigation going on regarding his personal matter and resigned w.e.f. 23/04/2021

Independent Director:

Independent Directors have given written declarations to the Company confirming thatthey meets the criteria of independence as mentioned under Section 149(6) of the Act andRegulation 16(b) of SEBI LODR Regulations.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise and that they hold highest standards ofintegrity. The Independent Directors of the Company have undertaken requisite stepstowards the inclusion of their names in the data bank of Independent Directors maintainedwith the Indian Institute of Corporate Affairs in terms of Section 150 of the Act readwith Rule 6 of the Companies (Appointment & Qualification of Directors) Rules 2014.

Pursuant to Section 152 of the Companies Act 2013 Mr. Shaiju Nair (DIN: 09305551) whoretires by rotation and being eligible offers herself for re-appointment. Ifre-appointed his term would be in accordance with the policy for directors of theCompany.

Particulars
DIN 09305551
Name Mr. Shaiju Sukumaran Nair
Fathers' Name Mr. Sukumaran Nair
Date of Birth 18.05.1983
Date of Appointment 27.08.2021
Terms and condition of his appointment Given in the Agreement
Details of Remuneration Rs.80000/-
Expertise in specific functional areas Management and Client Servicing.
Years of Experience More than 14 years
Qualification B. A.
Directorship in Other Companies
Number of Meetings of the Board attended during the year. Nil
Member/Chairman of the Committees Audit Committee
No. of shares held as on the date of this notice in own name or in the name of relatives Stakeholders Relationship Committee
Nil

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Part D of Schedule II of SEBILODR evaluation of every Director’s performance was done by Nomination andRemuneration Committee. The performance evaluation of Non- Independent Directors and theBoard as a whole Committees thereof was carried out by Independent Directors. Evaluationof Independent Directors was carried out by the entire Board of Directors excluding theDirector being evaluated. The performance evaluation of the Chairman of the Company wasalso carried out by Independent Directors taking into account the views of the ExecutiveDirector and Non-Executive Directors.

Structured questionnaires were prepared in accordance with the SEBI Guidelines on BoardEvaluation covering various aspects of the evaluation such as adequacy of the size andcomposition of the Board and Committee thereof with regard to skill experienceindependence diversity attendance and adequacy of time given by the Directors todischarge their duties Corporate Governance practices etc. were circulated to theDirectors for the evaluation process. All Directors unanimously expressed that theevaluation outcome reflect the overall engagement of the Board and its Committees with theCompany and its management and they are fully satisfied with the same.

The details of familiarization programme for Independent Directors have been disclosedon website of the Company and are available at the link http://www.v-ind.com

Policy on appointment of Directors and Senior Management and Remuneration of Directorsand Policy on Remuneration of Key Managerial Personnel and Employees have been disclosedon website of the Company and is available at the link http://www.v-ind.com

The Managing Director draws remuneration only from the Company and does not receive anyremuneration or commission from any of its subsidiary company.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

During the year Seven Board Meetings were convened and held the details of which aregiven in the Corporate Governance Report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013 the revised SecretarialStandards 1 (SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR.All the Directors actively participated in the meetings and contributed valuable inputs onthe matters brought before the Board of Directors from time to time.

DISCLOSURES RELATED TO COMMITTEES & POLICIES:

1. Audit Committee:

The Audit Committee is constituted in conformity with the provisions of Section 177 ofthe Act and Regulation 18 of the Listing Regulations. The details regarding thecomposition terms of reference meetings and attendance of members of Audit Committee ofthe Company are disclosed in the report of Corporate Governance which forms part of thisAnnual Report. During the year under review the Board of Directors of the Company hadaccepted all the recommendations of the Audit Committee.

2. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of Directors is constituted in accordancewith the requirements of Section 178 of the Act and Regulation 19 of the ListingRegulations. The details regarding composition term of references powers functionsscope meetings and attendance of members are included in Corporate Governance Reportwhich forms part of the Annual Report. Your Company has in place a nomination andremuneration policy which lays down a framework in relation to remuneration of DirectorsKey Managerial Personnel and Senior Management of the Company. The policy also lays downcriteria for selection and appointment of Board Members.

3. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is constituted in accordance with theprovisions of Section 178 of the Act and Regulation 20 of the Listing Regulations. Thedetails regarding composition term of references powers functions scope meetings andattendance of members are included in Corporate Governance Report which forms part of theAnnual Report.

4. Corporate Social Responsibility:

The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inAnnexure I Report.

Details of employee remuneration as required under provisions of Section 197(12) of theCompanies Act 2013 read with Rules 5(2) & 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available at the Registered Officeof the Company during working hours up to the date of the Annual General Meeting and shallbe made available to any shareholder on request. Such details are also available on yourCompany’s website at: http://www.v- ind.com/

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of theCompany which have occurred during the financial year of the Company to which thefinancial statements relate and the date of this Boards’ Report.

AUDITORS:

a) Statutory Auditor:

In accordance with the provisions of Section 139 of the Companies Act 2013 themembers at the 36th Annual General Meeting held on 30th September2019 had approved the appointment of M/s. Bansal Bansal & Company CharteredAccountants Mumbai (Firm Registration No: 100986W) for a term of 5 years to hold officetill the conclusion of 40th Annual General Meeting As per the provisions ofSection 139 of the Act they have confirmed that they are not disqualified from continuingas Auditors of the Company.

Auditor Report:

Auditors Report for the year under review forms the part of this Annual Report. TheAuditors has not reported any frauds to the Audit Committee under Section 143(12) of theCompanies Act 2013. The observations and comments furnished by the Auditors in theirreport read together with the notes to Accounts are self- explanatory and hence do notcall for any further comments under Section 134 of the Companies Act 2013. TheAuditors’ Report does not contain any qualification reservation or adverse remark.b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Santoshkumar. K. Pandey (Practicing Company Secretaries) to conduct thesecretarial audit of the Company for the financial year(s) commencing on and from 1stApril 2020. The Secretarial Audit report for the financial year ended 31stMarch 2021 is annexed herewith and marked as Annexure II to this Report. During the yearunder review the Secretarial Auditor had not reported any fraud under Section 143(12) ofthe Act.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year 2020 - 2021 for allapplicable compliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder.

The Annual Secretarial Compliance Report has been submitted to the stock exchangeswithin 60 days of the end of the financial year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has maintained a proper and adequate system of internalcontrols. The Company has appointed M/s. Saraf Saraf & Associates CharteredAccountants as an Independent Internal Auditors who periodically audits the adequacy andeffectiveness of the internal controls lay down by the management and suggestsimprovements. This ensures that all Assets are safeguarded and protected against loss fromunauthorized use or disposition and that the transactions are authorized recorded andreported diligently. Your Company’s internal control systems commensurate with thenature and size of its business operations. Internal Financial Controls are evaluated andInternal Auditors’ Reports are regularly reviewed by the Audit Committee of theBoard.

RISK MANAGEMENT:

The Company has in place the risk assessment and minimization procedures. It has anappropriate risk management system in place for identification and assessment of risksmeasures to mitigate them and mechanisms for their proper and timely monitoring andreporting. Presently Regulation 21 of the SEBI LODR with respect to Risk ManagementCommittee is not applicable to your Company. The Management evaluated various risks andthat there is no element of risk identified that may threaten the existence of theCompany.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has a Policy on Materiality of Related Party Transaction and dealing withRelated Party Transaction which is uploaded on the Company’s website athttps://www.v-ind.com/

All related party transactions that were entered into during the FY 2020 - 2021 were onan arm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large. All related party Transactions are presented to theAudit Committee. Omnibus approval is obtained for the transactions which are repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on quarterly basis specifying the nature value and terms and conditions oftransactions.

The details of Related party transactions are provided in the accompanying financialstatements. Since all related party transactions entered into by the Company were inordinary course of business and were on an arm’s length basis Form AOC 2 is notapplicable to Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism and Whistle Blower Policy for itsDirectors and employees to report concerns about unethical behavior actual or suspectedfraud actual or suspected leak of UPSI or violation of Company’s Code of Conduct. Italso provides for adequate safeguards against the victimization of employees who avail ofthe mechanism and allows direct access to the Chairperson of the Audit Committee inexceptional cases. The said policy has been posted on the website of the Company at theweb link https://www.v-ind.com/

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Particulars of Investment made/loan given under section 186 of the Companies Act 2013are provided in the financial statement.

DEPOSITS:

The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 during the year under review.

SUBSIDIARY:

The subsidiary of the Company based in Dubai named Viaan Industries DMCC has stoppedits business operation due to non-viable business. The Viaan Industries DMCC has beenLiquidated during the Financial year 2020 2021.

The Company does not have any other associate or joint venture or holding Company. Thepolicy for determining material subsidiaries is available on the Company’s website athttp://www.v-ind.com

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure III)

DIRECTORS REMUNERATION POLICY:

The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is placed onthe Company’s website www.v-ind.com

CONSOLIDATED FINANCIAL STATEMENT:

The subsidiary of the Company based in Dubai named Viaan Industries DMCC has stoppedits business operation due to non-viable business. The Viaan Industries DMCC has beenLiquidated in the Financial year 2020 2021. Therefore the Company has not consolidatedthe financial statement of the Company with Viaan Industries DMCC due to it’sliquidation. Also the Company does not have any associate or joint venture or holdingCompany.

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

The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134(3) (m) of the Companies Act 2013 isnot applicable to the Company considering the nature of its business activities. Furtherthe Company has not earned nor spends foreign exchange during the year under review.

DIRECTORS’ 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 AnnualAccounts for the financial year ended March 31 2021 the applicable accounting standardshave been followed. There are no material departures from the applicable accountingstandards;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 31 2021 and of the profit ofthe Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared Annual Accounts on a going concern basis;

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

f. the Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

GENERAL:

No fraud has been reported during the audit conducted by the Statutory Auditors

Secretarial Auditors and Cost Auditors of the Company.

During the year under review no revision was made in the previous financial statementof the Company.

During the year ended on 31st March 2021 there were no cases filed / reportedpursuant to the Sexual Harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013.

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company’s operation in future.

MANAGING DIRECTOR’S CERTIFICATE

A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.

PRESENTATION OF FINANCIAL STATEMENT:

The financial statements of the Company for the year ended 31st March 2021 have beendisclosed as per the Companies Act 2013.

STATUTORY DISCLOSURES

A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2020 - 2021 is attached to the Balance Sheet.

SUSPENSE ACCOUNT/UNCLIAMED SUSPENSE ACCOUNT:

The Company does not have any outstanding shares in the suspense account and is notrequired to maintain any Suspense Account or Unclaimed Account as required under ScheduleV of SEBI (LODR).

GREEN INITIATIVE:

Your Company has adopted green initiative to minimize the impact on the environment.The Company has been circulating the copy of the Annual Report in electronic format to allthose members whose email addresses are available with the Company. Your Company appealsother Members also to register themselves for receiving Annual Report in electronic form.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the dedicatedservices by the employees of the Company at all levels and the constructive co-operationextended by them. Your Directors would also like to express their grateful appreciationfor the assistance and support by all Shareholders Government Authorities AuditorsBankers Financial Institutions Customers Employees Suppliers other BusinessAssociates and various other stakeholders.

For and on behalf of the Board
For Viaan Industries Limited
Sd/- Sd/-
Shaiju Sukumaran Nair Ganpati Shankar Chaudhary
Managing Director Director
DIN: 09305551 DIN: 07979103
Date: 27.08.2021
Place: Mumbai

CAUTIONARY STATEMENT:

Statement in the Annual Report describing the Company’s objectives projectionsexpectations and estimates regarding future performance may be “Forward LookingStatements” and are based on currently available information. The Management believesthese to be true to the best of its knowledge at the time of preparation of this Report.However these statements are subject to certain future events and uncertainties whichcould cause actual results to differ materially from those which may be indicated in suchstatements.

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