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VXL Instruments Ltd.

BSE: 517399 Sector: Consumer
NSE: VXLINSTR ISIN Code: INE756A01019
BSE 00:00 | 24 Sep 6.16 0.29
(4.94%)
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6.14

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NSE 05:30 | 01 Jan VXL Instruments Ltd
OPEN 6.14
PREVIOUS CLOSE 5.87
VOLUME 702
52-Week high 8.02
52-Week low 2.23
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.14
CLOSE 5.87
VOLUME 702
52-Week high 8.02
52-Week low 2.23
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

VXL Instruments Ltd. (VXLINSTR) - Director Report

Company director report

Your Directors have pleasure in presenting the 34th (Thirty Fourth) AnnualReport and Audited Financial Statements for the financial year ended 31stMarch 2020 together with the Independent Auditor's Report.

1. FINANCIAL RESULTS (Rs. in Lakhs)

Particulars 2019-20 2018-19
Gross Income 1960.02 1601.18
Profit/(Loss) Before Interest and Depreciation 78.33 (28.08)
Finance Charges 90.01 68.94
Gross Profit 665.58 (10.49)
Provision for Depreciation 84.36 24.61
Profit before exceptional and extraordinary items and tax (95.79) (856.77)
Exceptional Items (0.25) 735.13
Provision for Tax 0 123.21
Net Profit After Tax 96.04 (278.83)
Other Comprehensive Income (4.89) (9.27)
Total Comprehensive Income (100.93) (288.10)
Total Comprehensive Income Attributable to 0 0
a) Owners 0 0
b) Non-Controlling Interest 0 0
Earnings per Equity Share of Rs. 10/- each (0.76) (2.16)
Basic (0.76) (2.16)
Diluted (0.76) (2.16)
Proposed Dividend on Equity Shares (0.76) (2.16)
Tax on proposed Dividend 0 0

2. PERFORMANCE OF THE COMPANY:

Uncertainty in economic conditions around the world has resulted in reduced salesduring the year under review. Given the circumstances our Company was still able toovercome some of these hurdles and has achieved better performance compared to last Fiscalyear 2018-19. The Company's profitability was affected adversely by a squeeze on themargins brought about by the sluggish market conditions. Company continued to focus onthe Thin Client business and this segment turned out to be a major revenue earner thisyear too.

LOCKDOWN -COVID 19 AND ITS IMPACT ON THE BUSINESS

It is quite unfortunate and sad that Corona Virus has caused significant healthconcerns across the Globe and resulted in multiple deaths. Social distancing being theonly and the first compulsory remedy substantial part of the World was forced to observeLockdown. Thanks to early initiatives taken India declared Lockdown from 24th March 2020and extended till 31st May and then lifted the same gradualy. Your Company complied withthe directions of the Government of India the Government of Maharashtra Government ofKarnataka and the relevant authorities and strictly adhered to the Lockdown in itsfacilities and at all Offices. The employees vendors customers outsourcing agenciesConsultants and other acquaintances had to suspend their operations almost fully.

FUTURE PROSPECTS

The Company's Future would depend on its ability to maintain competitiveness in globalthin client market with respect to price. It is our belief that "thin client"will continue to grow and become even more prevalent among computer users of all types.Long term market drivers such as the push to virtualisation technology a transition fromPC to thin client and sustained economic expansion are expected to push the demand forthin client during the year 2020-21. However Work from Home introduced by the corporatesmay dampen the requirement of thin clients

Current trends like cloud computing and virtualisation help us growing and add furthervalues to our cost effective and remotely manageable Thin Clients.

3. RESERVES:

In view of the losses the question of transferring any amount to Reserves does notarise.

4. SHARE CAPITAL:

There were no changes in the Share Capital of the Company during the financial year.

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review the Company has not issued Shares withDifferential Voting Rights.

Disclosure regarding issue of Employee Stock Options

During the financial year under review the Company has not issued Shares underEmployee Stock Options. Disclosure regarding issue of Sweat Equity Shares

During the financial year under review the Company has not issued Sweat Equity Shares.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There were no material changes and commitments which occurred between the end of thefinancial year and the date of the Report which affect the financial position of theCompany.

6. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes after 31st March 2020 till the signing ofthis Report.

7. CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review asprescribed in Rule 8(ii) of the Companies (Accounts) Rules 2014.

8. DIVIDEND:

Whilst your Directors understand the sentiments of the Investors the financials in theyear that has passed do not enable the Board to recommend any Dividend. The Board regretsits inability to recommend any Dividend.

However the Directors will strive hard to bring the Company back to Dividend trackbefore long and the improving performance of the Company is hoped to continue tofacilitate consideration of Dividend in the days to come.

9. BOARD MEETINGS:

The Meetings of the Board are held at regular intervals with a time gap of not morethan 120 days between two consecutive Meetings. Additional Meetings of the Board ofDirectors are held when necessary.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of theMeetings of the Board of Directors are circulated amongst the Members of the Board fortheir perusal.

The Board of Directors duly met Five (5) times during the financial year on 11thApril 2019 30th May 2019 29th July 2019 25th October2019 and 27th January 2020.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of the provisions of the Companies Act 2013 and Articles of Association ofthe Company Mr. M V Shetty (holding DIN: 00515711) Executive Director retires byrotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

The Composition of the Board and Key Managerial Personnel is as follows:

SI. No. Name Designation DIN
1. *Mr. Arun Kumar Bhuwania Chairman and Non-Independent Director 00387445
2. Mr. M. V. Shetty Whole Time Director 00515711
3. Mr. Vivek Gupta Non-Executive Independent Director 00025519
4. ***Mrs. Kumkum Bhuwania Non- Executive Non-Independent Director 07160610
5. Mr. Rakesh Shridas Damani Non-Executive Independent Director 07580652
6. Mr. Kishan S Rao Chief Financial Officer NA
7. **Ms. Shipra Vyas Company Secretary and Compliance Officer NA

*Mr. Arun Kumar Bhuwania resigned from offices of Chairman and Non-Independent Directorw.e.f. closing of business hours of 11th July 2019.

**Ms. Shipra Vyas was appointed as Company Secretary and Compliance Officer of theCompany w.e.f. 30th May 2019.

*** Post completion of financial year there was a change in designation of Mrs. KumkumBhuwania from Independent Director to Non-Independent Director of the Company with effectfrom 4th May 2020 and further she resigned from the post of DirectorNon-Executive Director of the Company from the closure of business hour of 15thJune 2020.

The Company is taking necessary steps to appoint one more Non-Executive Director andWoman Director of the Company as per the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (as amendment).

11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declarations from each Independent Directors of theCompany under the provisions of Section 149(7) of the Companies Act 2013 that theIndependent Directors of the Company meet with the criteria of their Independence laiddown in Section 149(6).

12. COMPOSITION OF AUDIT COMMITTEE:

As on 31st March 2020 the Audit Committee of the Company consisted ofthree (3) Members and all of them have financial and accounting knowledge.

The Board has accepted the recommendations of the Audit Committee during the financialyear under review.

As on 31st March 2020 the Audit Committee was comprised of the followingMembers:

a) Mrs. Kumkum Bhuwania - Chairperson
b) Mr. Vivek Gupta - Member
c) Mr. Rakesh Shridas Damani - Member

Further post completion of financial year there was a change in designation of Mrs.Kumkum Bhuwania from Independent Director to Non-Independent Director of the Company witheffect from 4th May 2020 and further she resigned from the post of DirectorNon-Executive Director of the Company from the closure of business hour of 15thJune 2020.

Based on the above the Audit Committee was re-constituted w.e.f. 16th June 2020comprising of the following Members:

a) Mr. Vivek Gupta - Chairman
b) Mr. Rakesh Shridas Damani - Member
c) Mr. M. V. Shetty - Member

13. NOMINATION AND REMUNERATION POLICY AND COMMITTEE:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a Policy for selection and appointment of Directors Senior Management and forother employees and their remuneration. The same has been disclosed on the website of theCompany at https://www.vxl.net/investors/ nomination- remuneration-policy.The Compositioncriteria for selection of Directors and the terms of reference of the Nomination andRemuneration Committee is stated in the Corporate Governance Report.

As on 31st March 2019 the Nomination and Remuneration Committee wascomprised of the following Members:

a) Mr. Vivek Gupta - Chairman
b) Mr. Rakesh Shridas Damani - Member
c) *Mr. Arun Kumar Bhuwania - Member

*Mr. Arun Kumar Bhuwania Resigned from offices of Chairman and Non-Independent Directorfrom the closure of business hours of 11th July 2019.

As on 31st March 2020 the Nomination and Remuneration Committee wascomprised of the following Members:

a) Mr. Vivek Gupta - Chairman
b) Mr. Rakesh Shridas Damani - Member
c) Mrs. Kumkum Bhuwania - Member

Further post completion of financial year there was a change in designation of Mrs.Kumkum Bhuwania from Independent Director to Non-Independent Director of the Company witheffect from 4th May 2020 and further she resigned from the post of DirectorNon-Executive Director of the Company from the closure of business hour of 15thJune 2020.

Based on the above the composition of Nomination and Remuneration Committee as on 16thJune 2020

a) Mr. Vivek Gupta - Chairman
b) Mr. Rakesh Shridas Damani - Member

The Company is taking steps to appoint one more Non-Executive Director of the Company.

14.COMPOSITION OF STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee was comprised of the following Members:

a) Mr. Vivek Gupta - Chairman
b) Mr. Rakesh Shridas Damani - Member

The Stakeholders' Relationship Committee was re-constituted w.e.f. 29thJuly 2019:

a) Mr. Vivek Gupta - Chairman
b) Mr. Rakesh Shridas Damani - Member
c) Mr. M. V. Shetty - Member

15. RISK MANAGEMENT POLICY:

The Company has not yet formulated a Risk Management Policy and has in place amechanism to inform the Board/Audit Committee Members about risk assessment andminimization procedures and undertakes periodical review to ensure that executivemanagement controls risk by means of a properly designed framework.

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established an effective Vigil Mechanism pursuant to the provisions ofSections 177(9) and (10) of the Companies Act 2013 and as per Regulation 4(2)(d)(iv) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which isavailable on website of the Company at http://www.vxl.net/percheditor/resources/vxlwhistleblowerpolicy and there were no cases reportedduring the period under review.

17. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN OR SECURITY PROVIDEDBY THE COMPANY:

The Company has not given any loan or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.

18. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(3)(c) of the Companies Act 2013 the Directors herebyconfirm that:

a) In the preparation of the Financial Statements the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the Financial Statements on a going concern basis;
e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual return inMGT-9 is attached as a part of this Annual Report as Annexure - I and the same ispublished on the website of the Company.

20. STATUTORY AUDITORS:

Messrs YCRJ & Associates Chartered Accountants (ICAI Firm Registration No.006927S) were appointed as the Statutory Auditors of the Company for a period of 5 (Five)years from the conclusion of the 31st Annual General Meeting up to theconclusion of the 36th Annual General Meeting.

As per the Companies (Amendment) Act 2017 and Rules made there under with effect from7th May 2018 the Central Government notified the omission of the requirementrelated to ratification of appointment of Statutory Auditors by Members at every AnnualGeneral Meeting. Accordingly the Resolution for ratification has not been placed beforethe Members.

QUALIFICATIONS IN THE AUDIT REPORT:

There were no qualifications or observations by the Auditors in their Audit Report.

21. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Vijayakrishna KT Bengaluru Company Secretary in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor inthe form of MR-3 is annexed to this Report as Annexure - II.

Explanations by the Board on the comments of Secretarial Auditors:

Sl. No. Qualifications made by the Secretarial Auditor Explanations by the Board
a. Certain details which are prescribed under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) 2015 were not included in the Corporate Governance Report of Annual Report for the FY 2018-19. The Company has taken corrective actions and ensure that all the prescribed details were included in the Corporate Governance Report.
b. Compliances on Secretarial Standards on Board Meetings i.e. SS - 1 is not satisfactory. The Company has taken necessary actions to comply with the Secretarial Standards on Board Meetings.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:(A)Conservation of energy:

Steps taken / impact on conservation of energy The Company's operations are not power intensive. Nevertheless your Company has introduced various measures to conserve and minimize the use of energy wherever it is possible.
(i) Steps taken by the company for utilizing alternate sources of energy including waste generated Nil
(ii) Capital investment on energy conservation equipment Not Applicable
Total energy consumption and energy consumption per unit of production as per Form A Not Applicable

(B)Technology absorption:

Efforts in brief made towards technology absorption adaptation and innovation Nil
Benefits derived as a result of the above efforts e.g. product improvement cost reduction product development import substitution etc. Not Applicable
In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished: Nil
Technology imported Not Applicable
Year of Import Has technology been fully absorbed Not Applicable
If not fully absorbed areas where this has not taken place reasons therefore and future plan of action Not Applicable

(C) Research and Development (R&D)

Specific areas in which R & D carried out by the company Research & Development Expenditures in respect of Development of Thin Client Embedded Operating Systems.
Benefits derived as a result of the above R & D Not Applicable
Future plan of action Not Applicable
Expenditure on R & D
(a) Capital Nil
(b) Recurring Nil
(c) Total Nil
(d) Total R & D expenditure as a percentage of total turnover Nil

(D)Foreign exchange earnings and Outgo

Activities relating to exports Company is under Export Oriented Unit & focus mainly on Export.
Initiatives taken to increase exports We are putting continuous effort to increase Export and recapture of Export market.
Development of new export markets for products and services Efforts are on to develop new Export market.
Export plans Efforts are on to develop new Export market.
Total Exchange used (Cash basis) As on 31st March 2020: Rs.409343
Total Foreign Exchange Earned (Accrual Basis) As on 31st March 2020: 79693495

23. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from public as defined underthe provisions of Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014and accordingly there were no deposits which were due for repayment on or before 31stMarch 2020.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company continued to maintain high standards of internal control designed toprovide adequate assurance on the efficiency of operations and security of its assets. Theadequacy and effectiveness of the internal control across various activities as well ascompliance with laid-down systems and policies are comprehensively and frequentlymonitored by your Company's management at all levels of the organization. The AuditCommittee which meets at least four times a year actively reviews internal controlsystems as well as financial disclosures with adequate participation inputs from theStatutory Internal and Corporate Secretarial Auditors.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Directors have laid down internal financial controls to be followed by the Companyand such policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company's policies safeguardingof its assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and the timely preparation of reliable financial information.

25. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNAL IMPACTING GOING CONCERNSTATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the period underreview which impacts going concern status of the Company.

26. RELATED PARTY TRANSACTIONS (RPTs):

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval.

The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. Web link for the same is https://www.vxl.net/investors/disclosures.Particulars of Contracts or Arrangements with Related parties referred to in Section188(1) of the Companies Act 2013 in Form AOC- 2 annexed to this Report as Annexure -III.

27. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company recognizes the critical significance of competent and experiencedemployees. The team VXL Instruments continued to stand by the Company during tiring andtough times and your Board places its appreciation for these relentless efforts untiringdedication and sense of belongingness exhibited by the employees at all levels. YourCompany focuses on long term Human Resources planning aimed at managing change moreefficiently grooming internal talent for future roles and also driving efficiency withinthe Organization.

There were various cases pending with the Hon'ble High Court of Karnataka and in theCourt of Industrial Tribunal. This was mainly on account of the closure of the unitmanufacturing CRT Terminals which were phased out in the national and internationalmarket. Further on 18th July 2018 settlement with 31 workmen was reached(more than 50% of the workmen included in all the pending cases) and the same recorded bythe Hon'ble High Court and in the Industrial Tribunal. The payments to the settled workmenwere done from the deposit placed with the Hon'ble High Court and there is no cash outflowfor the Company. There are 8 workmen involved in various cases who have not taken thesettlement. Further after taking into account the deposit and interest thereon placedwith the Hon'ble High Court the outflow would be minimal if they were to be settled.

Industrial relations have been cordial and constructive which have helped your Companyto meet customers' demands.

28. DETAILS OF HOLDING COMPANY/SUBSIDIARIES/JV:

VXL Instruments Limited UK a Subsidiary Company was wound up by the Hon'ble High Courtof Justice Chancery Division Companies Court United Kingdom vide its Order dated 7thNovember 2016. Further to the Insolvency Proceedings under the Insolvency Act 1986 VXLUK was dissolved on 11th March 2018. Pursuant to this the Company hasrequested permission for the Reserve Bank of India for writing off the Investments of 108000 in the Joint Venture.

29. ANNUAL BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual evaluation of its own performance Board Committees andindividual Directors. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

30. CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the criteria for the applicability of Section 135 ofthe Companies Act read with the Companies (Accounts) Rules 2015 the same is notapplicable.

31. RATIO OF REMUNERATION TO EACH DIRECTOR:

Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5(1)(2)(3) of theCompanies (Appointment and Remuneration) Rules 2014 details/disclosures of Ratio ofRemuneration to each Director to the median employee's remuneration is annexed to thisreport as Annexure-IV.

32. LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing fees for the financial year2020-21 to BSE Limited where the Company's Shares are listed.

33. CORPORATE GOVERNANCE AND SHAREHOLDERS' INFORMATION:

A separate Report on Corporate Governance in terms of Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 along with a Certificate from aPractising Company Secretary regarding compliance to the conditions stipulated underChapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isattached to this report as Annexure V.

34. CAPITAL EXPENDITURE:

As on 31st March 2020 the gross tangible and intangible assets stood atRs. 84661361/-and the net tangible and intangible assets at Rs. 72225581/-.Additions during the financial year amounted to Rs. 174113/-/-. The Company has notpurchased any assets under lease.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of women at the workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this Policy.

The following is a summary of sexual harassment complaints received and disposed offduring the financial year 2019-20:

No. of complaints received: NIL No. of complaints disposed off: NIL

36. MANAGEMENT DISCUSSION AND ANALYSIS:

ECONOMIC SCENARIO AND OUTLOOK

The Year 2020-21 starts with a lot of uncertainties due to COVID- 19 situation. It hascreated alarming issues for mankind and businesses. Never in the history has anyone seensuch an unprecedented nature of a global pandemic and it is unknown to all as to how longand how deep this would hit the humans and the businesses. The continuous lockdownsituation in the first few months of the pandemic has put all activities of the companiesin disarray. The decision to start with few activities as mandated by the Governments hasnot helped to make good start of operations.

The supply chain is disrupted its suppliers and customers facilities are not fullyoperational as we write this report.

The GDP estimates for the country from all quarters seem to be projecting a significantcontraction by almost 4% to 5% for the FY 2020-21. Underutilization of existing capacitiesand liquidity is a big issue and it will impact the pace of growth of capital goodsindustry. This is a year of unpredictability for all the businesses and your Company is noexception to it. However the Company has the inherent ability to act and respond to theever-changing external developments from time to time.

INDUSTRY OUTLOOK AND OPPORTUNITIES

IIP & PMI have historically been good indicators for business sentiments in CapitalGoods Order Intake. The forecast for both IIP and PMI is significantly down. This isexpected to have a large-scale impact on the Company's performance in future. India hadwitnessed the COVID 19 on an already subdued economic scenario and this has made mattersworse. GDP growth of 7% in 2018-19 had declined to 5% in 2019- 20 and projection for year2020-21 is negative. It reflects the state of the current Indian economy. Work from Homeculture started during the pandemic may dampen the demand for thin clients. While businessactivity of India is expected to witness a reduction during 2020-21 a slow recovery inthe business is expected in the year 2021-22.

In the long term the Government spending on Railways Defence and Infrastructure andthe FDI investments in various other sectors shall continue to play an important role inthe revival of the economy.

37. DISCLOSURE REQUIREMENTS:

As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and Management Discussion and Analysis are attached which forms partof this report. The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India from time to time and that such systems are adequate and operatingeffectively.

38. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met on 27th January 2020 during the yearto review the performance of Non-Independent Directors and the Board as a whole to reviewthe performance of the Chairman of the Company and Non-Executive Directors and other itemsas stipulated under the Listing Regulations. The Independent Directors have also declaredtheir independence.

39. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No Director has received any commission from your Company or from Holding or SubsidiaryCompany.

40. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

Pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the details of the employees receiving remuneration more than Rs.10200000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 850000/- (RupeesEight Lakhs Fifty Thousand only) per month is not applicable to your Company.

There were no employees posted and working in a country outside India not beingDirectors or relatives drawing more than the amount prescribed under the Sub Rule 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Hencethe details are not required to be circulated to the Members and also not required to beattached to this Annual Report.

41. INVESTORS' EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed Dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the Rules the Shares on which Dividend has not been paid orclaimed by the Shareholders for seven consecutive years or more shall also be transferredto the Demat account of the IEPF Authority.

During the year under review there were no unpaid or unclaimed amounts required to betransferred to IEPF account.

42. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013. Further no case of Fraud has been reported to theManagement from any other sources.

43. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.

44. MAINTENANCE OF COST RECORDS:

The Company has maintained the Cost Records as specified by the Central Governmentunder Sub-Section (1) of Section 148 of the Companies Act 2013.

45. ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for valuable contribution made byemployees at all levels active support and encouragement received from the Government ofIndia Government of Maharashtra Government of Karanataka Company's Bankers CustomersPrincipals Business Associates and other Acquaintances.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

Your Directors recognize the continued support extended by all the Shareholders andgratefully acknowledge with a firm belief that the support and trust will continue infuture also.

for and on behalf of the Board of Directors

Place: Bangalore Vivek Gupta M. V. Shetty
Date : 30/06/2020 Independent Director Whole Time Director
DIN:00025519 DIN:00515711
Address: 87 Dariya Mahal A 80 Address: No 317 5th Main
Nepean Sea Road Malbar Hill 1st Block Koramangala
Mumbai - 400006 Bangalore-560 034

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