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Vikalp Securities Ltd.

BSE: 531334 Sector: Financials
NSE: N.A. ISIN Code: INE186E01011
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NSE 05:30 | 01 Jan Vikalp Securities Ltd
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OPEN 4.91
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VOLUME 2
52-Week high 12.44
52-Week low 2.40
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Vikalp Securities Ltd. (VIKALPSECURITIE) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 35thAnnual Report together withAudited Financial Statements of the Company for the year ended 31stMarch2021.

FINANCIAL SUMMARY AND HIGHLIGHTS
Particulars Year ended March 31 2021 Year ended March 31 2020
Revenue from operation 0.00 0.00
Other Income 2074987.46 2193093.80
Profit/(Loss) before Depreciation finance cost (60071.49) (473030.49)
Exceptional items and Tax expense
Less : Depreciation 2038.56 2038.56
Finance Cost 6513.00 13194.00
PBT/(Loss) Before Exceptional items and Tax (68623.05) (488263.05)
Less: Exceptional items 0.00 0.00
Profit (loss) before Tax (68623.05) (488263.05)
Less : Fringe Benefit Tax 0.00 0.00
: Deferred Tax Assets /(Liability) (92.00) (92.00)
: Current Year Income tax 0.00 0.00
: Earlier year excess provision of Income Tax 0.00 0.00
: Prior Period Income/(Expenses) 0.00 0.00
Profit for the Year (PAT) (1) (68531.05) (488171.05)
Other Comprehensive Income/loss (2) 144327.45 2163737.95
Total Comprehensive Income (1+2) 75796.40 (1675566.90)

FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS :

During the year under review the total income of the Company is Rs.2074987.46andecrease of 5.38% as compared to Rs. 2193093.80inprevious year.The Company hasincurreda lossof Rs.68531.05 as compared to loss before taxof Rs.488171.05in theprevious year.Your Directors are highly concerned about its losses and are putting intheir best efforts to look for new profiteering avenues to overcome the losses in thefuture.

SHARE CAPITAL :

The Issued subscribed and paid up Equity Share Capital of the company as on 31st ofMarch 2021 is Rs. 30519000/- divided into 3051900equity shares of Rs. 10 each. Duringthe year the company has not issued any shares includingEquity shares with Differentialvoting rights Sweat Equity Shares Employee Stock Option etc..

DIVIDEND :

In order to conserve the resources of the Company the Board of Directors has decidednot to recommend any dividend for the financial year ended on 31st of March 2021.

BUSINESS ACTIVITIES:

The company has deployed surplus funds for the time being in securities as investmentand granted loans for the purpose of gain.

IMPACT OF PANDIMIC COVID-19

Though outbreak of Covid 19 and the closure of your company's operations affected theyear end performance. However your company resumed its operations partially but graduallyramping up over it and are glad to report that it is now operational as per governmentguidelines.

Your Directors wish to place on record their appreciation to the Company's employeessuppliers customers & Government authorities for their selfless efforts which helpedyour Company reach normalcy in operations. Despite the global pandemic we look forward toa better year ahead as the Company is on track to regain its profitability in the nearfuture.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year underreview.

DEPOSITS:

The Company has not accepted any deposits under section 73 or 76 of the Companies Act2013 ("the Act") during the period under review and as such no amount ofprincipal or interest was outstanding on the date of the Balance Sheet.

CONSTITUTION OF VARIOUS COMMITTEES:

The Board of Directors of the Company has constituted the Audit CommitteeNomination& Remuneration Committee and Stakeholders Relationship Committee inaccordance with the requirement of Companies Act 2013.They function according to theirrespective roles and defined scope and in accordance with the terms of reference specifiedby Board of Directors. Constitution of above committees are as follows:

AUDIT COMMITTEE

In compliance and as per the requirements of Section 177 of the Companies Act 2013 anAudit Committee has been constituted to monitor and supervise the Company's financialreporting process with a view to provide accurate timely and proper disclosures andfinancial reporting.

The Audit Committee consists of three directors. Four meetings of Audit Committee wereheld during the year. During the year all the recommendations made by the Audit Committeewere accepted by the Board.

Composition of Committee meeting during the year:

NAME OF MEMBER DESIGNATION EXECUTIVE/NON-EXECUTIVE AND
INDEPENDENT/NON-INDEPENDENT DIRECTOR
Mr. Vinod Kumar Sharma Chairman Non-Executive and Independent Director
Mr. Vinay Kumar Member Non-Executive and Independent Director
Mr. Sharad Tandon Member Non-Executive and Independent Director

NOMINATION AND REMUNERATION COMMITTEE:

In compliance with the provisions of section 178 of the Companies Act 2013 theNomination &Remuneration Committee has constituted Nomination and RemunerationCommittee. During the period four meetings of the Nomination and remuneration committeewere as held during the year.

NAME OF MEMBER DESIGNATION EXECUTIVE/NON-EXECUTIVE AND INDEPENDENT/NON-INDEPENDENT DIRECTOR
Mr. Vinod Kumar Sharma Chairman Non-Executive and Independent Director
Mr. Vinay Kumar Member Non-Executive and Independent Director
Mr. Sharad Tandon Member Non-Executive and Independent Director
Mrs. Sonali Kejriwal Member Executive and Non-Independent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the provisions of the Companies Act 2013 the StakeholdersRelationship Committee has been constituted by the Board for a speedy disposal ofgrievances / complaints relating to shareholders/investors. The Committee consists ofthree directors of the Company. Requists meeting of the Committee were held during theyear.

NAME OF MEMBER DESIGNATION EXECUTIVE/NON-EXECUTIVE AND INDEPENDENT/NON-INDEPENDENT DIRECTOR
Mr. Vinod Kumar Sharma Chairman Non-Executive and Independent Director
Mr. Arun Kejriwal Member Executive and Non- Independent Director
Ms. Sonali Kejriwal Member Executive and Non-Independent Director

INVESTOR GRIEVANCE REDRESSAL:

The Stakeholder Relationship Committee specifically looks into the shareholderredressal and investor complaints on matters relating to refund orders transfer ofshares sub-division consolidation of share certificates issue of duplicate sharecertificates non-receipt of annual report non-receipt of declared dividends etc. Companyhas registered with SCROES and also designated a mail id for investorvikalpsecuritieslimited@gmail.com

In addition the Committee advises on matters which can facilitate better investorservices and relations.

Types of Complaint Number of Complaints
No. of complaints received 0
No. of complaints redressed 0
No. of complaints pending 0

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Rs. DIRECTORS :

Mrs. Sonali Kejriwal the director of the company retires by rotation in the AnnualGeneral Meeting of the Company for the financial year 2020-2021and being eligible hasofferedherself for re-appointment.

Rs. KEY MANAGERIAL PERSONNEL :

During the yearthere is no change in the Key Managerial Personnel.

RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS:

The Company appreciates the fact that management of risk is an essential element ofgrowth and for the same assessing the risk and taking steps to control and curb it isnecessary. Thus the Board has implemented a well laid out risk management plan in thecompany and suitably incorporated procedures in it for assessing and minimizing theprospective risks to which the company may be exposed. The Audit Committee also monitorsand evaluates the risk management plan placed in the company from time to time in order toreview if itis working properly and if it needs any kind of modification. The board hasnot identified any element of risk which can create a threa to the company's business orits existence during the period under review.

FORMAL ANNUAL EVALUATION OF BOARD OF DIRECTORS AND ITS COMMITTEES AND INDIVIDUALDIRECTORS : Performance evaluation of the Board of Directors of the Company

As per the evaluation criteria formulated by the Nomination and Remuneration Committeeof the Boardthe Board has evaluated its own performance in context of company'sperformance status of compliance carried out efforts made towards risk managementinternal control code of conduct followed and maintained by them ethical standards met.Below are some of the criteria on the basis of which Board has made its evaluation atspecific intervals :

1) Size and composition of the Board of Directors of the company as per Companies Act2013.

2) Diversity of thought experience knowledge perspective efficiency of boardmembers to take initiatives and bringing out new ideas and gender in the Board ofDirectors of the company.

3) Maintaining transparency in the entire board processes.

4) Any deviations if any from the set goals of the Board and steps taken to controlsuch deviations.

5) Efficiency and effectiveness of the Board of Directors of the Company in carryingout its functions.

6) Timely flow of information among the Board of Directors.

7) Updation of knowledge of governing laws rules and regulations.

8) Independent judgment of each matter placed before the Board of Directors.

After evaluating its own performance Board is of the view that the performance of theBoard of Directors as a whole was satisfactory during the financial year 2020-2021.

Performance evaluation of the Committees of Board of Directors of the Company

The Board of Directors of the company evaluated the performance of each of itscommittees on the basis of various criteria such as composition of committee quantum andquality of information received by the committee members time spent for discussing thematter and reaching out to the final decision efficiency and effectiveness of thedecision making of the committee members level of active participation of committeeMembers number of meetings attended by the members presence of the Chairman of thecommittee follow up of action taken.

On the basis of the above criteria and the working procedure established by the Boardof Directors of the company the Board is of unanimous consent that all the committees ofthe company are working satisfactorily.

Performance evaluation of the Independent Directors of the Company

As per the criteria formulated by Nomination and Remuneration Committee for theperformance evaluation of Independent directors the performance of each Independentdirector was evaluated by the entire Board of Directors but excluding the director beingevaluated. While evaluation the following things were taken into consideration :

1) Application of Independent judgment while taking decision as part of the Board ofDirectors of the company

2) Exercise of the responsibility in a bona fide manner in the interest of the company

3) Attendance in the meeting of Board of Directors and meetings of committees whereindependent director is a member.

4) Active participation in the familiarization programme conducted for the IndependentDirector.

Performance evaluation of the each individual director of the Company

Further the Board evaluated during the year the performance of each Director takingeach of them as a separate individual in order to judge the contribution and efforts madeby them individually and the initiatives taken by them during the year. This helped theBoard of Directors in deciding whether to extend the tenure of director being evaluated.

MATERIAL CHANGES AND COMMITMENTS THAT MAY AFFECT THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the companyhave occurred during the year under review and the period between the end of the financialyear of the company and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there were no significant and material orders passed bythe Regulators courts or Tribunals which may impact the going concern status andcompany's operation in future.

INTERNAL FINANCIAL CONTROLS:

The existing internal financial control system is adequate and commensurate with thenature and size of the business of the company. The internal auditors of the company keepa follow up on the internal financial reporting and information dissemination of thecompany between the departments. The Audit committee of the company interacts from time totime with the internal auditors of the company regarding the adequacy of internalfinancial control system placed in the company.

REPORTING OF FRAUD BY THE AUDITOR:

During the year under review no Fraud is reported by the Auditors of the Company tothe Audit Committee or Board.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(7) OF THECOMPANIES ACT 2013:

As per section 149(7) of the Companies Act 2013 and Regulation 25(8) of the ListingRegulations. every independent director on his/her appointment and in the first boardmeeting of every financial year is required to give declaration of independence asspecified in section149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.The Company has received declaration in compliance with aforesaid provisions from all ofits independent directors.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS :

During the financial year ended on 31st of March 2021 4Board meetings were convenedon following dates : 29th of June 2020 28th of August 2020 11thNovember 2020 and 11thof February 2021.

S.N. Name of the Director Designation No. of Meetings held No. of Meetings attended
1. Mr. ArunKejriwal Managing Director 4 4
2. Ms. Sonali Kejriwal CFO 4 2
3. Mr. Vinod Kumar Sharma Director 4 4
4. Mr. Vinay Kumar Director 4 4
5. Mr. SharadTondon Director 4 4

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION :

In compliance with the provisions of Section 178 of the Companies Act 2013 theNomination and Remuneration Committee of the Board of Directors have formulated a policycomprising the criteria for determining qualifications positive attributes andindependence of a director and remuneration for the directors key managerial personneland other employees which has been approved and adopted by the Board. The criteriaformulated by the Nomination and Remuneration Committee is duly followed by the Board ofDirectors of the Company while appointing the directors Key Managerial Personnel andsenior management personnel in the company.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

Criteria for appointment of Directors in the Company:

1) Person of integrity with high ethical standards.

2) Person with knowledge skill and innovative ideas that can be beneficial to thecompany.

3) Interested in learning new things and updating the knowledge and skills possessed.

4) Person who can act objectively while exercising his duties.

5) Who believes in team spirit

6) Who is responsible towards the work and can devote sufficient time and attention tothe professional obligations for informed and balanced decision making.

In respect of Managing Director Whole-time director and Independent director besidesthe general criteria laid down by Nomination and Remuneration Committee for all directorsthe criteria as mentioned in Companies Act 2013 have also been included.

Criteria for appointment of Key Managerial Personal and Senior Management Employee:

1) Person should be having the required educational qualification skills knowledgeand experience as required and necessary for the concerned post.

2) Person should be hardworking self-motivated and highly enthusiastic.

3) Person should be having positive thinking leadership qualities sincerity goodsoft skills and power of taking initiatives.

Remuneration policy of the Company :

The Remuneration policy of the company has been framed by the Nomination andRemuneration Committee in such manner that it can attract and motivate the directors keymanagerial personnel and employees of the company to work in the interest of the companyand to retain them.

1) Company has a policy to pay remuneration in such manner that the relationship ofremuneration to performance is clear and meets appropriate performance benchmarks.

2) It has been ensured while formulating the policy that remuneration to directors keymanagerial personnel and senior management should involve a balance between fixed andincentive pay reflecting short and long term performance objectives appropriate to theworking of the company.

3) Remuneration to be paid to Managing Director/Whole-time Director shall be within thelimits specified under Companies Act 2013.

4) Increments to the existing remuneration may be recommended by the committee to theBoard of Directors.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS :

Company has in place a familiarization programme under which it has laid downprocedural steps to familiarize the new directors with the company's working andapplicable laws and other things which help them in getting acquainted with the companyas and when they join the company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

Details of loans guarantees and investments under section 186 of the Companies Act2013 have been provided in the relevant notes to the financial statements annexed to theAnnual Report of the Company.

RELATED PARTY TRANSACTION

All contracts/arrangements/transactions entered by the company with the related partieswere on arm's length basis and in the ordinary course of business.

All such Related Party Transactions are placed before the Audit Committee for approvalwherever applicable. Prior omnibus approval is obtained for the transactions which areforeseen and repetitive in nature. A statement of all related party transactions ispresented before the Audit Committee on a quarterly basis specifying the nature valueand terms and conditions of the transactions.

The Company has adopted a policy on Related Party Transactions and the same isavailable on the website of the company www.vikalpsecurities.comathttp://vikalpsecurities.com/Rs.page_id=100. Form AOC 2 regarding the details of relatedparty transactions is annexed with this report as Annexure 2

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE :

Pursuant to the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company has a well framed policy on Prevention of SexualHarassment at workplace covering all the employees and personnel at the management toensure the prevention of any instance of such harassment and to provide protection andsafeguard to women. During the year no complaint or case of woman harassment has beenreported to the company.

VIGIL MECHANISM :

As per section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meeting of Board and its Powers) Rules 2014 the Company has adopted a policy on VigilMechanism for directors and employees of the company to report their genuine concern forany unethical conduct or malpractice violation of code of conduct observed by them in thecompany.

The Company promotes ethical behavior in all its business activities and in line withthe best practices for corporate governance. It has established a system through whichdirectors & employees may report breach of code of conduct or suspected fraudunethical business practices illegality fraud and corruption etc. at work place withoutfear of reprisal. The Board designated and authorized Mr. Sonali Kejriwal Director of theCompany as Vigilance and Ethics Officer and Vinod Kumar Sharma Chairman of the AuditCommittee to oversee the vigil mechanism. The functioning of the Vigil mechanism isreviewed by the Audit Committee from time to time. It may be noted that if any of themembers of the Committee do have a conflict of interest in any given case he/she torecues themselves and the others on the committee would deal with the matter on hand.

The mechanism provides for adequate safeguards against victimization of directorsemployees who avail of the mechanism and also provide for the direct access to theChairman of the Audit Committee. Details of Vigil Mechanism adopted by the company areavailable on the website of the companywww.vikalpsecurities.comathttp://vikalpsecurities.com/Rs.page_id=100.

POLICY ON INSIDER TRADING :

The company follows a strict code on prohibition of Insider Trading and the same hasbeen detailed to all the directors senior management and employees of the Company.

For ensuring the same the company has adopted a code of fair disclosure of UnpublishedPrice Sensitive Information in accordance with SEBI (Prohibition of Insider Trading)Regulations 2015 which is available on the website of the companywww.vikalpsecurities.comat http://vikalpsecurities.com/Rs.page__id=124.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors confirm that :

(a) In preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

(b) They had 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 the affairs of the company at the end of the financial year ended on 31stof March 2021 and of the profit and loss of the company for that period;

(c) They had 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) Theyhad prepared the annual accounts on a going concern basis and;

(e) they had laid down internal financial controls to be followed by the company andsuch internal financial controls are adequate and operating effectively;

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

AUDIT AND AUDITORS:

(i) STATUTORY AUDITORS :

Pursuant to provisions of Section 139 of the Act and Rules made thereunderM/s. ALOKBASUDEO & CO Chartered Accountants Kanpurwereappointed as the Statutory Auditors ofthe Company for a period of 5consecutive financial years to hold office from theconclusion of the 31stAnnual General Meeting of the Company held on September 2017tillthe conclusion of the 36thAnnual General Meeting to be held in the year 2022..They haveconfirmed that they are not disqualified from continuing as Auditors of the Company.

M/s. ALOK BASUDEO & CO Chartered Accountants submitted their report for thefinancial year ended March 31 2021. The observations of the auditors are explainedwherever necessary in appropriate notes to the accounts. Also there is no adverse commentin the Auditor's Report.

(ii) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhadappointed M/s. AdeshTandon and Associates Practicing Company Secretaries Kanpuras theSecretarial Auditors of the Company to conduct the Secretarial Audit of the Company forthe financial year 2020-2021 and to furnish the audit report to the Company. TheSecretarial Audit Report is annexed to this report as Annexure -1. M/s. AdeshTandon andAssociates Practicing Company Secretaries submitted their report for the financial yearended March 31 2021. The observations of the secretarial auditors are explained atrelevant place in director's report.. Also there is no adverse comment in the SecretarialAuditor Report.

(iii) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with rule 13of Companies (Accounts) Rules 2014 the Company appointed M/s. Dhanuka Gupta& CO.Chartered Accountants as Internal Auditors of the Companyfor the financial year2020-2021.

The internal Audit Report as issued by the Internal Auditor was placed before the Boardof Directors from time to time.

LISTING ON STOCK EXCHANGES :

The Company's equity shares are currently listed with "The Bombay Stock ExchangeLimited."Company applied for delisting of its shares from Calcutta Stock ExchangeLimited long back ago in year 2007 after passing the resolution for the same but did notreceive the written approval for the same. However based on our own honest opinion and asper the legal advice sought by the company we are of strong view that if one has appliedfor delisting of security complying with all the requirements as per the applicable lawthen withholding the approval by the esteemed stock exchangedoes not matter. Hence thematter of delisting is still awaited.

COMPLIANCE OFFICER:

Ms. Shubhani Gupta Company Secretary of the Company was designated as the ComplianceOfficer for complying with the requirements of the Securities Law and the ListingRegulation with the Stock Exchanges in India from April 19 2020.

LEGAL FRAMEWORK AND REPORTING STRUCTURE:

The Company would like to inform that a legal compliance tool has been installedvertically within the organization for monitoring and complying all laws applicable withthe Company. This tool is being overseen and supervised by the office of the CompanySecretary. Further the Company secretary has also been cast with the responsibility ofproviding a compliance certificate at the Board meetings held at the end of the quartersincluding the key non-compliances during the quarter.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is annexedto this report. (Annexure-4)

ANUUAL RETURN

As per the requirement of Section 134 (3) (a) read with Section 92 (3) of the CompaniesAct 2013the Annual Return for the year 2020-21 has been placed on the website of theCompany. The weblink of the same is https://vikalpsecurities.com/Rs.page_id=41.

CORPORATE GOVERNACE:

The Provisions relating to Corporate Governance as enumerated under Regulations 17 to27 of SEBI (Listing obligation & disclosure requirements) Regulation 2015 are notapplicable on the Company.

Thus the report on Corporate Governance does not form part of this report.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

As per Section 197(12) of Companies Act 2013 and Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the required disclosure is annexed asAnnexure 3.

TRANSFER TO RESERVES:

The Company has not transferred any amount for the financial year 2020-2021 to anyreserve and the entire Profit and Loss amount has been carried forward to the balancesheet of the Company for the financial year 2020-2021.

DETAILS OF SUBSIDIARY JOINT VENTURE COMPANIES AND ASSOCIATES COMPANY :

The Company has no subsidiary companies no joint venture & associate company.

DETAILS ABOUT POLICY ON CORPORATE SOCIAL RESPONSIBILITY:

The Company at present is not covered under the provisions of section 135 of theCompanies Act 2013 which stipulates the formation of Corporate Social ResponsibilityCommittee and policy thereof. Hence the same is not applicable on the Company during theperiod under review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

As the company is not engaged in any activity requiring the use of energy thus thereis no scope for conservation of energy by the company.

The company has not absorbed any technology during the period under review.

FOREIGN EXCHANGE EARNING AND OUTGO:

Activities relating to exports; initiatives taken to increase exports; development ofnew export markets for products and services; and export plans: - N.A.

Since the company is not engaged in any activities relating to Exports thereforethere are no Foreign Exchange Earnings and Outgo.

Total Foreign Exchange used and earned:-
Foreign Exchange Earning Rs.Nil
Foreign Exchange Outgoing Rs.Nil

INDUSTRIAL RELATIONS :

The relations between the employees and the management have remained cordial andharmonious during the year under review.

COMMENTS OF THE DIRECTORS:

With regard to the observations made by the Statutory Auditors of the Company in theirreport the Board of Directors wants to present the following explanation :

1) Registration as Non-banking Finance Company with Reserve Bank of India :

The company was registered with SEBI having registration no. INB100726335 w.e.f.07.06.1995 under section 12 of SECURITIES AND EXCHANGE BOARD OF INDIA ACT and was a stockbroker of Uttar Pradesh Stock Exchange. As the company was carrying on the business ofstock broking and was governed by SEBI thus as per the RBI guidelines it was exempt fromthe applicability of the provisions of section 45 I A of the Act therefore the need ofgetting the company registered with RBI as Non-Banking Finance Company did not arise.However later on the Company surrendered the stock broking and the same became effectivefrom November 2012 thereafter the company decided upon to majorly carry on the securitytrading and investment business on its own account a line of business in which it washaving profound experience and working knowledge for many past years. As the business withwhich the company was going to continue after the above said surrender did not require theregistration as NBFC with RBI thus the company did not apply for the same.

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However the company was confident to carry on its security trading business with fullsuccess and extract good amount of revenue from the same and tried its best tosuccessfully undertake it for long term but as this business completely depends upon themarket conditions and prospects it could not envisage the feasible outcomes and revenuesas was aimed by the company. Thus for the time being the Company focused on other areasof work for revenue generation and deployed its funds towards providing loans to persons.Although Company is keeping a close watch on the security market to tap feasible andrevenue generating trading opportunities and is affirmative that it would very soon starttrading in the market. Thus the Company has not gone for registration with RBI as NBFC astill date its sole business is not providing loan to persons. Besides that company is alsoproposing to diversify its trading activities in other fields also.

The Secretarial Auditors of the Company have also made the same observations in theirreport as made by Statutory Auditors and the same has already explained above. Besides thewebsite of the company be updated at the earliest due to COVID 19 pandemic IT team was notworking with its full efficiency.

SECRETARIAL STANDARDS

During the financial year under review the Company has complied with the applicableSS-1 (Secretarial Standard on Meetings of the Board of Directors)SS-2 (SecretarialStandard on General Meetings) SS-3 (Secretarial Standard on Dividend) and has alsovoluntarily complied with SS-4 on (Secretarial Standard on Report of the Board ofDirectors) as applicable issued by the Institute of Company Secretaries of India.

(i) OTHER DISCLOSURES:The Company was not required to transfer any amount to InvestorEducation and Protection fund.

(ii) The Board has in place the Code of Conduct for all the members of Board and teamof Senior Management Personnel. The Code lays down in detail the standards of businessconduct ethics and governance.

(iii) Maintenance of cost records as specified by the Central Government under Section148(1) of the Companies Act 2013 is not required by the Company.

(iv) The Company is not required to obtain credit rating on its securities.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the excellent support trustguidance and cooperation extended & reposed by all its stakeholders employeescustomers Financial Institutions and Banks Statutory & Regulatory Bodies and localauthorities in the Company and look forward to their continued patronage. The Board alsoexpresses its appreciation of the dedicated services provided by the employees of theCompany.

For and on Behalf of Board of Director Directors
(Arun Kejriwal) (Vinod Kumar Sharma)
Managing Director Director
DIN:- 00687890 DIN:- 03399019

Place : Kanpur

Date : 29/06/2021

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