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Zen Technologies Ltd.

BSE: 533339 Sector: IT
NSE: ZENTEC ISIN Code: INE251B01027
BSE 15:17 | 29 Nov 205.20 -6.30
(-2.98%)
OPEN

202.55

HIGH

210.40

LOW

200.95

NSE 15:09 | 29 Nov 202.70 -8.45
(-4.00%)
OPEN

207.00

HIGH

209.95

LOW

200.60

OPEN 202.55
PREVIOUS CLOSE 211.50
VOLUME 85887
52-Week high 249.50
52-Week low 65.00
P/E 360.00
Mkt Cap.(Rs cr) 1,631
Buy Price 204.15
Buy Qty 4.00
Sell Price 204.80
Sell Qty 149.00
OPEN 202.55
CLOSE 211.50
VOLUME 85887
52-Week high 249.50
52-Week low 65.00
P/E 360.00
Mkt Cap.(Rs cr) 1,631
Buy Price 204.15
Buy Qty 4.00
Sell Price 204.80
Sell Qty 149.00

Zen Technologies Ltd. (ZENTEC) - Director Report

Company director report

Dear Members

Your Directors have great pleasure in presenting the report on the Business andOperations of your Company (‘the Company' or ‘Zen') along with the auditedfinancial statements for the financial year ended 314_ March 2021. The consolidatedperformance of your Company and its Subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company are as follows:

Rs in Lakhs

Particulars Consolidated Standalone
2020-21 2019-20 2020-21 2019-20
Total Income 5766.14 15132.51 5248.51 14899.86
Total Operating Expenditure 4725.64 8667.28 4181.60 8350.12
Operating Profit (PBIDT) 1040.50 6465.23 1066.91 6549.74
Less: Interest 109.15 334.98 99.56 318.23
Less: Depreciation & Amortization 495.22 456.78 399.15 375.25
Profit/(Loss) before tax 436.13 5673.47 568.20 5856.26
Current Tax 186.17 1024.57 186.17 1021.20
Deferred Tax (27.41) (1215.78) (27.66) (1215.63)
Share of Profit / (Loss) from Associates -- (1.28) -- --
Add: Other Comprehensive Income / (Expense) (2.64) 8.85 9.51 1.91
Profit after Tax 274.73 5872.24 419.20 6052.60
Earnings per Share (_) (face value Rs 1/- per share) 0.39 7.62 0.52 7.84

DIVIDEND

The Board of Directors of your Company in its meeting held on 014_ May 2021 recommendeda dividend @ 10% on the paid-up equity share capital i.e. Re. 0.10/- per equity share ofRe. 1/- each for the year 2020-21. Dividend is subject to approval of members at theensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax atsource.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the Listing Regulations") as amended the DividendDistribution Policy duly approved by the Board is available on the website of the Companyand can be accessed at https://www.zentechnologies.com/investorfirelations/zen-dividend-distribution-policy.pdf

STATE OF THE COMPANY'S AFFAIRS

During the year under review your Company achieved total income of Rs 5248.51 lacs asagainst Rs 14888.61 lacs during the previous year. The Net profit after tax stood at Rs419.20 lacs as against Rs 6052.60 lacs for the previous year.

The order book size as on 314_ March 2021 is around Rs 192.67 Crores including AMCs ofworth Rs 120.37 Crores as against Rs 160.79 Crores including AMCs of worth Rs 94.83Crores for the previous year.

During the year the R&D expenditure (capital and revenue) is Rs 11.87 Crores(previous year Rs 14.82 Crores). The R&D products developed during the year havesubstantial scope for revenue generation and are expected to become commercially viable inthe next few years.

SHARE CAPITAL

The Board of Directors vide circular resolution passed on 03e4 September 2020 hasallotted 2349940 equity shares each to Mr. Ashok Atluri Mr. Kishore Dutt Atluri and Mr.Naveen Sood pursuant to the conversion of their warrants.

Further to the above allotment the Paid-up Equity Share Capital of the Company hasincreased from Rs 7.72 crore comprising of 77160060 equity shares of Re. 1/- each as on314_ March 2020 to Rs 7.95 crore comprising of 79510000 equity shares of Re. 1/- eachas on 314_ March 2021.

The Company has paid Listing Fees for the Financial Year 2021-22 to each of the StockExchanges where its equity shares are listed.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has three (3) subsidiaries as on 314_ March 2021. There are no associate orjoint venture companies within the meaning of Section 2(6) of the Companies Act 2013("Act"). There has been no material change in the nature of the business of thesubsidiaries.

Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of the financial statements of the Company's subsidiaries in FormAOC-1 is attached as Annexure I to this report.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company including the consolidated financial statements along with the relevantdocuments and the separate audited financial statements in respect of subsidiaries areavailable on the website of the Company https://www.zentechnologies.com/investor-information.

Further the Company's policy on determining the material subsidiaries as approved bythe Board is uploaded on the Company's website at https://www.zentechnologies.com/policies-and-code-of-conduct.

ZEN MEDICAL TECHNOLOGIES PRIVATE LIMITED

During the year under review the company invested in Zen Medical Technologies PrivateLimited a company engaged in the manufacturing of cutting edge medical devices incritical care remote diagnostics and monitoring training medical simulators etc.

The Company completed acquiring 20000 (no. of equity shares) aggregating to 100% ofshareholding of Zen Medical Technologies Private Limited on 29__ September 2020 andaccordingly Zen Medical Technologies Private Limited became a wholly owned subsidiary ofthe Company w.e.f. 29__ September 2020.

ZEN TECHNOLOGIES LIMITED ABU DHABI UNITED ARAB EMIRATES UAE

During the year under review the company successfully established a branch office inthe emirate of Abu Dhabi UAE towards exploring various business opportunities.

CONSOLIDATED FINANCIAL STATEMENTS CFS

During the year the Board of Directors reviewed the affairs of its subsidiaries. YourCompany has prepared its consolidated financial statements in accordance with therequirements of IND AS-27 issued by the Institute of Chartered Accountants of India (ICAI)and as per the provisions of Section 129(3) of the Companies Act 2013. The ConsolidatedFinancial Statements together with the Auditors' Report form part of this Annual Report.

In accordance with Section 136 of the Companies Act 2013 the financial statements ofthe Company including the consolidated financial statements and all other documentsrequired to be attached to this report are available for inspection by the members at theregistered office of the Company during the business hours on all days except SaturdaysSundays and public holidays up to the date of the Annual General Meeting (‘AGM').Any member desirous of obtaining a copy of the said financial statements may write to theCompany Secretary of the Company. The above-mentioned documents have also been uploaded onthe website of the Company (www.zentechnologies.com).

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason 314_ March 2021 is available on the Company's website athttps://www.zentechnologies.com/ investor-information

NUMBER OF MEETINGS OF THE BOARD

The Board met four (4) times during the year 2020-2021 viz on 06th June 2020 08thAugust 2020 31st October 2020 and 30th January 2021.

The details of the composition of the Board and its Committees and the number ofmeetings held and attendance of Directors at such meetings are provided in the CorporateGovernance Report which forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act 2013 the Board ofDirectors to the best of its knowledge and ability confirm that:

i. In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed and there are no material departures;

ii. they have 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 affairs of the Company at the end of the financial year and of the profitof the Company for that period;

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

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149

As required under Section 149 of the Companies Act 2013 the Independent Directorshave submitted the declaration afirming that they meet the criteria of independence asprovided in Section 149(6) of the Act and Regulation 25 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. There hasbeen no change in the circumstances affecting their status as independent directors of theCompany.

The Board is of the opinion that all the Independent Directors appointed during theyear under review are persons of integrity and possess relevant expertise and experienceto act as Independent Director of the Company. The Independent Directors of the Companyhave confirmed that they have registered themselves with the Indian Institute of CorporateAffairs Manesar and have included their name in the databank of Independent Directorswithin the statutory timeline and they will also appear for the online proficiency testwithin a period of two years wherever applicable.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport forming part of this Report and is also available on https://www.zentechnologies.com/investors.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans given guarantees provided and investments made by the Companyduring the year 2020-2021 as required under the provisions of Section 186 of theCompanies Act 2013 read with Companies (Meetings of Board and its Powers) Rules 2014are disclosed in the notes to Financial Statements which may be read as a part of thisReport.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as AnnexureII to this Report.

All Related Party Transactions were placed before the Audit Committee and the Board forapproval. The Board of Directors has framed a policy on Related Party Transactions toensure a process for approval and reporting of transactions between the Company and itsrelated parties. The policy is posted under the Investors section of the Company's websiteat: https://www. zentechnologies.com/policies-and-code-of-conduct.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 with respect to Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo are provided in AnnexureIII to this Report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee which has been entrusted withthe responsibility to assist the Board in (a) approving the Company's Risk ManagementFramework and (b) Overseeing all the risks that the organization faces such as strategicfinancial liquidity security regulatory legal reputational and other risks that havebeen identified and assessed to ensure that there is a sound Risk Management Policy inplace to address such concerns / risks. The Risk Management process covers riskidentification assessment analysis and mitigation. Incorporating sustainability in theprocess also helps to align potential exposures with the risk appetite and highlight risksassociated with chosen strategies.

The Audit Committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the business and functions are systematicallyaddressed through mitigating actions on a continuing basis.

The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and Regulation 21 of the Listing Regulations. The Risk Management Policy is alsoposted under the Investors' section of the Company's website at:https://www.zentechnologies.com/policies-and-code-of-conduct.

CORPORATE SOCIAL RESPONSIBILITY CSR

The Corporate Social Responsibility Committee (CSR Committee) constituted by the Boardhas formulated a Corporate Social Responsibility Policy (CSR Policy) indicating theactivities to be undertaken by the Company. The CSR Committee monitors the CSR Policy andrecommends the amount of expenditure to be incurred on the activities mentioned in the CSRPolicy.

CSR Committee met once during the year under review on 08th August 2020.

The category and composition of the committee is as follows: -

S. No Name Category
1. Dr. Ravindra Kumar Tyagi Chairman Independent Non-Executive
2. Mr. Ashok Atluri Non-Independent Executive
3. Mr. Ravi Kumar Midathala Non-Independent Executive

The Corporate Social Responsibility Policy is posted under the Investors section of theCompany's website at: https://www. zentechnologies.com/policies-and-code-of-conduct.

The Annual Report on CSR activities in terms of the requirements of Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure IVwhich forms part of this Report.

BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole itsCommittees and the directors individually in accordance with the provisions of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with specific focus on the performance and effective functioning of theBoard and individual directors.

A separate meeting of Independent Directors was held on 30th January 2021 to review theperformance of the Non-Independent Directors and the Board as a whole review theperformance of Chairperson of the Company and assess the quality quantity and timelinessof flow of information between the management and the Board that is necessary for theBoard to effectively and reasonably perform its duties. All the Independent Directors werepresent at the meeting except for Ms. Sirisha Chintapalli who could not attend themeeting due to her ill-health.

CRITERIA FOR PERFORMANCE EVALUATION

a. Ability of the candidate to devote sufficient time and attention to his professionalobligations as Independent Director for informed and balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the IndependentDirectors.

c. Bringing objectivity and independence of view to the Board's discussions in relationto the Company's strategy performance and risk management.

d. Statutory compliance and ensuring high standards of financial probity and CorporateGovernance.

e. Responsibility towards requirements under the Companies Act 2013 responsibilitiesof the Board and accountability under the Director's Responsibility Statement.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors inducted into the Board attended an orientation programme.The details of training and familiarization program are available on the website athttps:// www.zentechnologies.com/investor-information.

DIRECTORS

The Board of Directors consists of eight (8) directors five (5) of whom areindependent directors and the remaining three (3) executive directors.

In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mr. Ashok Atluri who is the Chairman and Managing Directorretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his re-appointment.

The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems were adequate and operating effectively.

DIRECTORS OR KEY MANAGERIAL PERSONNEL _KMP_ WHO WERE APPOINTED OR HAVE RESIGNED ORCEASED DURING THE YEAR

• In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Ashok Atluri Managing Director retires by rotation and being eligible offers himselffor reappointment.

• Ms. Shilpa Choudari (wife of Mr. Ashok Atluri Chairman and Managing Director)was appointed as the Additional director in the category Whole-Time Director w.e.f. 014_November 2020 for a period of 3 years which is subject to approval of the shareholders inthe ensuing Annual General Meeting.

• Mr. Amreek Singh Sandhu Independent Director was reappointed for a second termof three (3) consecutive year's w.e.f. 03e4 February 2021 to 02 4 February 2024 which issubject to approval of the shareholders in the ensuing Annual General Meeting.

• Dr. Ravindra Kumar Tyagi Independent Director was reappointed for a secondterm of three (3) consecutive year's i.e. from 014_ April 2022 to 314_ March 2025 whichis subject to approval of the shareholders in the ensuing Annual General Meeting.

In compliance with Regulation 36(3) of the Listing Regulations brief resume of all thedirectors proposed to be appointed / reappointed are attached along with the Notice of theensuing Annual General Meeting.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees andreimbursement of expenses if any incurred by them for the purpose of attending meetingsof the Board / Committee of the Company.

Apart from the above there have been no changes in Directors and KMP.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR:

Zen Medical Technologies Private Limited became a wholly-owned subsidiary of theCompany during the year w.e.f. 29th September 2020.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

Your Company has established and maintained a framework of internal financial controlsand compliance systems. Based on the framework of internal financial controls andcompliance systems established and maintained by the Company the work performed by theinternal statutory and secretarial auditors and external consultants including the auditof internal financial controls over financial reporting by the statutory auditors and thereviews performed by management and the relevant board committees including the auditcommittee the Board is of the opinion that the Company's internal financial controls wereadequate and your Company is constantly endeavoring to improve the standards of internalcontrol in various areas and taking steps to strengthen the internal control system tomake it commensurate and effective with the nature of its business.

Further the statutory auditors of your Company have also issued an attestation reporton internal control over financial reporting (as defined in section 143 of Companies Act2013) for the financial year ended 31th March 2021 which forms part to the StatutoryAuditor's Report.

VIGIL MECHANISM

The Board of Directors on the recommendation of the Audit Committee established avigil mechanism for directors and employees called "Whistle Blower Policy"pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 to report genuine concerns or grievances aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct or Ethics Policy and to provide adequate safeguards against victimization ofpersons who use such mechanism and to provide direct access to the Chairperson of theAudit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is posted under the Investors section of the Company'swebsite at: https://www.zentechnologies.com/ policies-and-code-of-conduct.

SEXUAL HARASSMENT POLICY

The Company has adopted a policy on Prevention of Sexual Harassment of Women atWorkplace in accordance with The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The Company has taken several initiatives across the organization to build awarenessamongst employees about the Policy and the provisions of the Prevention of SexualHarassment of Women at Workplace Act.

During the financial year ended 314_ March 2021 there was no cases received pertainingto Sexual Harassment. Further there were no cases / complaints pending disposal as at theend of the financial year. The Company has also complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

ZEN TECHNOLOGIES LIMITED'S CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while in possession of Unpublished Price Sensitive Information andwhile dealing in the shares of the Company as well as the consequences of violations. ThePolicy has been formulated to regulate monitor and ensure reporting of trading byinsiders by employees and to maintain the highest ethical standards while dealing in thecompany's securities.

The Insider Trading Policy of the Company covering the Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information and Code ofConduct for prevention of insider trading is available on our website - https://www.zentechnologies.com/policies-and-code-of-conduct.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Management Discussion & Analysis forms part of the Annual Report as perthe requirements of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (‘the Rules') all unpaid or unclaimed dividend are required to be transferredby the Company to the IEPF established by the Central Government after the completion ofseven years. Further according to the Rules the shares in respect of which dividend hasnot been paid or claimed by the shareholders for seven consecutive years or more shallalso be transferred to the demat account created by the IEPF Authority. Accordingly theCompany has transferred the unclaimed and unpaid dividend of Rs 45712/- pertaining to theFY 2012-2013. Further 24700 corresponding shares were also transferred as per therequirement of IEPF Rules. The details are also available on the Company's website i.e.https://www.zentechnologies.com/ unpaid-unclaimed-dividend.

AUDITORS a) STATUTORY AUDITORS:

At the twenty-sixth (26th) AGM held on 21thSeptember 2019 the Members approvedappointment of Ramasamy Koteswara Rao and Co LLP. Chartered Accountants (FirmRegistration No. 010396S/S200084) as Statutory Auditors of the Company to hold office fora period of five years from the conclusion of that AGM till the conclusion of thethirty-first (314_) AGM subject to ratification of their appointment by Members at everyAGM if so required under the Act. The requirement to place the matter relating toappointment of auditors for ratification by Members at every AGM has been done away by theCompanies (Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolutionis being proposed for ratification of appointment of statutory auditors at the ensuingAGM.

The Auditor's Report on the financial statements of the Company does not contain anyqualifications reservations or adverse remarks or disclaimer and the Notes on thefinancial statements referred to therein are self-explanatory thereby not requiring anyfurther comments on the same.

b) SECRETARIAL AUDITORS:

M/s. P S Rao & Associates Practicing Company Secretaries were appointed to conductthe secretarial audit for the financial year 2020-2021. Pursuant to Section 204 of theCompanies Act 2013 and Rules made thereunder the Secretarial Audit Report for thefinancial year ended 314_ March 2021 in Form MR-3 is annexed to this Annual Report as AnnexureV. The Board has appointed M/s P S Rao & Associates Practicing CompanySecretaries as the Secretarial Auditors of the Company for the financial year 2021-2022.

The Secretarial Audit Report does not contain any qualifications reservations oradverse remarks or disclaimer thereby not requiring any further comments on the same.

AUDIT COMMITTEE

The details of the composition of the Audit Committee as required under the provisionsof Section 177(8) of the Companies Act 2013 is given in the Corporate Governance Reportfurnished as part of the Annual Report. There have been no instances during the year whererecommendations of the Audit Committee were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The details of the composition of the Committee are given in the Corporate GovernanceReport furnished as a part of the Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The detail of the composition of the Committee is given in the Corporate GovernanceReport furnished as part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The remuneration paid to your directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations.

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force) inrespect of directors/employees of the Company is appended as Annexure –VI tothis Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain high standards of corporate governance and adhereto the corporate governance requirements set out by Securities and Exchange Board ofIndia. The Report on Corporate Governance as stipulated under the Listing Regulationsforms part of the Annual Report. The requisite certificate from the Practicing CompanySecretary confirming compliance with the conditions of corporate governance as stipulatedunder the aforesaid Regulations forms part of this Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report (BRR) of your Company for the financial year2020-2021 forms part of this Annual Report as required under Regulation 34(2)(f) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond itelectronic copy of the Notice of 28th Annual General Meeting of the Company including theAnnual Report for FY 2020-2021 are being sent to all Members whose e-mail addresses areregistered with the Company / Depository Participant(s).

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards i.e. SS-1 SS-2 and SS-3 relatingto Meetings of the Board of Directors General Meetings and Dividend respectively issuedby the Institute of Company Secretaries of India.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the financial yearunder review:

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

2. Issue of shares (including sweat equity shares) to employees of your Company underany scheme.

3. The company did not transfer any amount to the reserves.

4. Your Company has not accepted any fixed deposits and as such no amount ofprincipal or interest was outstanding on the date of the Balance Sheet.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

6. The maintenance of cost records is not applicable to the Company.

7. There is no change in the nature of the business of the Company.

8. During the period under review none of the Auditors of the Company have reportedany fraud as specified under the second proviso of Section 143 (12) of the Companies Act2013 (including any statutory modification(s) or re-enactment(s) thereof for the timebeing in force).

9. There were no material changes/commitments affecting the financial position of yourCompany between the end of the financial year (314_ March 2021) and the date of thisReport (24th July 2021).

ACKNOWLEDGMENTS

Your directors thank various departments of Central and State Government Organizationsand Agencies for the continued help and co-operation extended by them to your Company.Your directors also gratefully acknowledge all stakeholders of the Company viz. memberscustomers dealers vendors financial institutions banks and other business partners forthe excellent support received from them during the year.

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 place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution to the Company.

.