CIAN Agro Industries & Infrastructure Ltd Directors Report.

To,

The Members,

Your Board of Directors ("Board") is pleased to present the Thirty-Third Annual Report of CIAN Agro Industries & Infrastructure Limited ("CIAN" or "the Company" or "your Company"), for the financial year ended March 31, 2020 ("the year under review" or "the year" or "Fy20").

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Regulations"), this report covers the financial results and other developments during the financial year April 1, 2019 to March 31, 2020 and upto the date of the Board meeting held on December 04, 2020 to approve this report.

1. FINANCIAL PERFORMANCE :

Financial results for the year ended March 31, 2020 are presented in the table below:ng competition.

(Rs. In Lacs)

Standalone Consolidated Standalone
Particulars
2018-19 2018-19 2019-20
Revenue from Operations 13,307.63 15,615.47 21,213.19
Other income 43.59 39.70 183.44
Total Income 13,351.22 15,655.17 21,396.64
Depreciation 243.64 477.31
Interest & Financial Expenses 647.47 1,032.07 1,355.38
Total Expenses 12,783.18 15,377.83 20,931.28
Profit before Exceptional items and tax 568.04 277.34 465.36
Profit /(Loss) Before Tax 568.04 277.34 465.36
Tax expense 107.21 169.37 100.91
Profit /(Loss) After Tax 460.83 107.97 364.45

2. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As per the order of Honble National Company Law Tribunal, Mumbai Bench on 12th June, 2020 approved the Scheme of Merger by absorption of Jairam Infraventure Private (WOS) Limited, Purti Agrotech Limited (WOS) and\ Jupiter Metal Products Private Limited (Step Down Subsidiary) with the company w.e.f. 01st April, 2019. Hence as on 31st March, 2020, the Company does not have any subsidiary or associate companies therefore preparation of onsolidated Financial Statements is not applicable to the Company.

Benefits of Merger

The merger of the Subsidiary Companies shall result in consolidation of the existing divisions of the Company which will lead to greater efficiency in overall combined business including efficiency of operations, cash flow management, increased asset base for the purpose of development of businesses of the combined entity, enhancing growth opportunities and maximize shareholders value.

The merger will provide for more productive and optimum utilization of various resources by pooling of the managerial, technical and financial resources of the Transferor Companies and the Transferee Company which shall minimize the administrative compliances and fuel the growth of the business thereby helping effectively address the ever growing competition.

The merger will also result in tapping common customer base and unifying businesses which are complementary and attend to a common target audience. Therefore, the Transferor Companies and Transferee Company intend to/ can achieve larger product portfolio, optimisation of logistics and distribution network and other related economies of having complimentary businesses under a combined legal entity.

As a effect of this Merger a separate statement containing the salient features of the financial statements of Wholly-owned subsidiary Companies of the Company in form AOC-1 is not applicable.

The financial statement of the company and their related information are uploaded on the website of your Company and can be accessed using the link http://www.cianindustries.com/investors documentation and the same are available for inspection by the Members at the Registered Office of your Company during business hours on all working days except Saturdays and Sundays up to the date of the 33rd Annual General Meeting ("33rd AGM"), as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office Address.

3. OPERATIONS OF THE COMPANY:-

The Gross Revenue from operations for FY 2019-20 is Rs. 21,396.64 Lakhs (Previous Year Rs. 15,615.47). The Net Profit for the year stood at 465.36 Lakhs against Rs. 271.07 Lakhs reported in the Previous Year. The Companys business has reached a new high of Rs. 213.96 Crore with a 35.84% growth over Prior Year driven by robust growth supported by new aggressive new marketing strategies. The steady growth of the business reflects the continued solid progress being made by the Company to be amongst Central Indias best performing most respected FMCG Companies.

COVID-19 RESPONSE

In the last month of FY 2020 COVID-19 declared by the World Health Organization a global pandemic developed rapidly into a global crisis forcing governments to enforce lock-downs of all economic activity. The Ministry of Home Affairs vide order no. 40- 3/2020-DM-I (A) dated March 24 2020 announced a nation-wide lockdown as a measure to contain the spread of Covid-19. For the Company the focus immediately shifted to ensuring the health and well being of all employees and on minimizing disruption to the operations of the Company. The Company immediately adopted a Work from Home model for all its office-based employees. Owing to the lockdown the manufacturing operation and supply chain was impacted in the second half of March 2020.

However being in the manufacture of food products covered under essential supplies the Company has since then seen a steady improvement in the supply chain with increased regulator support and labor availability. The Company is closely monitoring the impact of the pandemic on all aspects of its business and is taking appropriate measures and ensuring full compliance with the directives issued by the Government in this regard. As a responsible member of the communities that it operates in the Company has complied with the various Covid-19 instructions issued by the Government. A diversified foods portfolio as a result of continued innovation will help in navigating the challenges presented by Covid-19.

Segment wise reviews of operations of the Company are as follows:

i) Agro Division :

During the Financial year 2019-20 under review, revenue from Agro Division of the Company is Rs. 14,687.31 Lakhs as compared to previous financial year of Rs. 12,429.64 Lakhs.

During the financial year under the review, Cian is bestowed with accreditations like ISO 9001:2015, ISO 22000:2018 and Halal Certifications. CIAN is committed to delivering superior and differentiated products that create value for the Indian consumer. Some of the differentiated products of best international standards include CIAN Spices offering consumers and future generations a safer and better product. Your Companys FMCG brands have achieved impressive market standing in a relatively short span of time.

The Company is planning to expand its reach in International Markets through its wholly-owned subsidiary "Cian Agro Limited" at Russia. The said subsidiary was incorporated on August 13, 2020.

ii) Health and Personal Care Division :

During financial Year 2019-20 under review, Revenue from operation of Healthcare division of the Company is Rs. 252.48 Lakhs as compared to previous year of financial year of Rs. 170.65 Lakhs.

The Company is planning to expand and automise its Bio-Detergent Manufacturing facility at Dhapewada in Nagpur District. The Company is also working on building Brand "Neu" for Home-Care Range. The Company has also applied for Patent for its Sugar Polymer based Surfactants which will be a vital ingredient for Neu: Bio Detergent Range.

iii) Infra Division:

During the Financial Year 2019-20 under review, Infrastructure Division has recorded turnover of Rs. 6,042.97 Lakhsas compared to the previous year of Rs. 2,914.09 Lakhs.

Companys Aluminium processing unit has now equipped with Aluminium Alloy Ingot manufacturing facility consisting of Rotary Furnaces. The Company has also started the supply of Aluminium Alloy Ingots to various renowned Customers engaged in Component Manufacturing.

4. CHANGE IN NATURE OF BUSINESS:

Due the effect of Merger of Wholly-Owned Subsidiaries with your Company there have been material changes which has positively affecting the financial position of your Company. Businesses of the Wholly-Owned subsidiaries shall be added to the existing divisions of your company as mentioned below:

Sr. No. Name of WOS Business of WOS merged with the existing divisions of CIAN
1 Jairam Infraventure Pvt. Ltd. Infra Division
2 Purti Agrotech Limited Agro Division
3 Jupiter Metal Products Pvt. Ltd. Infra Division

5. SHARE CAPITAL:

As at March, 31, 2020, the Authorised Share Capital of the Company was Rs. 30,00,00,000/-. The paid-up Share Capital of the Company is Rs. 27,98,58,950/- divided into 2,79,85,895 Equity shares of face value of Rs. 10/- each.

6. DIVIDEND:

In order to conserve the resources for future growth of the Company, your Directors do not recommend any dividend for the year under review.

7. TRANSFER TO RESERVES:

There is no amount proposed to be transferred to the Reserves.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES :

All contracts or arrangements entered into by the Company with its related parties during the financial year 2019-20 were in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such contracts or arrangements were on arms length basis and in the ordinary course of business, and have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Details thereof in the prescribed Form AOC-2 is appended as "ANNEXURE-A" to the Boards report, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

With respect to Particulars of Energy Conservation, Technology Absorption required under the Companies (Accounts) Rules, 2014, a separate statement of Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo is appended as "ANNEXURE-B" to the Boards report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

 

a) Directors Retiring by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Ravindra Boratkar (DIN: 00299351), will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

The Board recommends the re-appointment of a foresaid Director.

Brief resume of the Director proposed to be re-appointed as stipulated under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 (hereinafter referred to as "Listing Regulations) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India are given in the Notice convening the 33rd Annual General Meeting of the Company.

Pursuant to the provisions of section149 of the Act, the independent directors have submitted declarations confirming that each of them meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

b) Resignation/Appointment of Key Managerial Personnel :

During Financial Year under review, Ms. Priya Dalane (Membership No.: A57915), has tendered her resignation from the post of Company Secretary & Compliance Officer of the Company with effect from 12th June, 2019. The Board places on record its appreciation for her valuable contribution.

Further, in accordance with the provisions of section 203 of the Companies Act, 2013 read with the Companies (Appointment& Remuneration of Managerial Personnel) Rules, 2014, Ms. Shilpa Bhargava (Membership No. A36207) has been appointed as the Company Secretary & Compliance Officer with effect from 12th June, 2019 and is designated as "Key Managerial Personnel" of the Company in terms of Sections 2(51) of the Companies Act 2013.

c) Key Managerial Personnel :

Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions and rules of the Companies Act, 2013, the following existing executives of the Company were designated as the Key Managerial Personnel of the Company by the Board in term of 2(51) of the Companies Act 2013.

Mr. Nikhil Gadkari, Managing Director Mr. Suneet Pande, Chief Executive Officer Mr. Rajendra Zade, Chief Financial Officer

Ms. Priya Dalane, (from 24th April, 2019 upto 12th June, 2019)

Ms. Shilpa Bhargava, Company Secretary & Compliance Officer (appointed w.e.f. 12th June, 2019)

12. MANAGEMENTS DISCUSSION AND ANALYSIS:

In terms of the provisions of Reg. 34 of the SEBI (LODR) Regulations 2015, the Managements discussion and analysis is set out in this Annual Report is appended as "Annexure - C" to the Boards report.

13. EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015; the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board Composition and Structure, Effectiveness of Board Processes, Information and Functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the Composition of Committees, Effectiveness of Committee Meetings, etc.

The Board in consultation with the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of Non- Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the Meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

14. DIRECTORS RESPONSIBILITY STATEMENT :

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a) In the preparation of the annual accounts, 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 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 annual accounts on a going concern basis and

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.

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.

15. BOARD MEETINGS :

The Board meets at regular intervals to discuss and decide on Company/ Business policy and strategy apart from other Board business. During the year under review, 09 (Nine) Board Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance eport, which forms an integral part of this report.

The notice of Board/Committee meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Nagpur. The Agenda of the Board/Committee Meetings is set by the Company Secretary in consultation with the Chairman, the Managing Director and CEO of the Company.

16. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR & DATE OF REPORT :

As mentioned above, in order to Merge its wholly owned subsidiaries in a single entity, on May 30, 2019, the Board of Directors of the Company approved the Scheme of Merger by absorption ("Scheme") of Jairam Infraventure Private Limited (a wholly owned subsidiary of CIAN), Purti Agrotech Limited (a wholly owned subsidiary of CIAN) and Jupiter Metal Products Private Limited ( a wholly owned subsidiary of Purti Agrotech Limited) with CIAN Agro Industries & Infrastructure Limited and their respective shareholders as per the provisions of Section 230 to 232 and other relevant provisions of the Companies Act, 2013, subject to regulatory approvals and fulfilment of closing conditions.

The aforesaid Application Scheme is admitted under the provisions of Section 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 and as per the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with the National Company Law Tribunal (NCLT), Mumbai Bench which has been approved by the Honble NCLT on 12th June, 2020.

As on 13th August, 2020 the Company have incorporated Wholly-Owned Subsidiary Company in Russia named as "Cian Agro Limited" for the purpose of Trading of Agro Products of the Company.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal financial Control of the Company has been designed to provide reasonable assurance with regard to recording and providing reliable Financial and operational information, complying with applicable Accounting Standards. Company periodically conducts physical verification of inventory, fixed Assets, and cash on hand and matches them with the Books of Accounts. Explanations are sought for any variances noticed from the respective functional heads.

The Companys internal control systems with reference to the financial statements are adequate and commensurate with the nature of its business and the size and complexity of its operations and ensure that all its assets are safeguarded and protected against losses.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors of the Company, appointed M/s T. P. Dable & Co, Chartered Accountants, as the Internal Auditor of the Company to conducts the audit on regular basis, the checks & controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company. The Internal Auditor directly reports to the Audit Committee for functional matters. The findings of the Internal Auditor are discussed on an on-going basis in the meetings of the Audit Committee and various steps have been taken to implement the suggestions of the said Internal Auditor. The Company undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls. The Audit Committee in its quarterly meetings periodically reviews the internal audit and controls reports.

18. COMMITTEES

The Company has total four Committees namely Audit Committee, Stakeholders Relationship cum Share transfer Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. The details of which are given in the Corporate Governance Report, which forms an integral part of this report.

19. REPORT ON CORPORATE GOVERNANCE :

Your Company is committed to achieve the highest standards of Corporate Governance. Pursuant to Regulation 34(3) read with Schedule V of Listing Regulations, Report on Corporate Governance have been made a part of the Annual Report.

Auditors Certificate regarding compliance with conditions of Corporate Governance are attached along with this report "Annexure- D".

20. PARTICULARS OF EMPLOYEES & REMUNERATION :

Pursuant to provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of remuneration paid to all the Directors/Employees and the details of the ratio of remuneration of each Director to the median employees remuneration is provided in "Annexure E".

Further, the information as required as per the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this report as "Annexure F".

21. INFORMATION TECHNOLOGY :

Your Company has been implemented Enterprises Resource Planning (ERP) System in all plants, depots, and head office of the Company enabling alignment of strategies and operations, better supply chain control at operational level and access to consolidated data of the Company through integrated system.

22. HUMAN RESOURCES :

Engaged Employees are critical to the success of your Company. In FY20 your Company successfully achieved an Engagement Score of 77%. The continuing strong momentum in the Company driven by solid growth and Innovation has helped to achieve this level. Your Company will continue to ensure that we have a highly engaged and productive organization to deliver against our vision of being amongst the best Companies in Central India.

23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has complied with the provisions relating to constitution of Internal Complaints Committee and no cases reported or filed during the year pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

24. EXTRACT OF ANNUAL RETURN :

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 as a part of this Annual Report is appended as "Annexure-G" Further, pursuant to the provisions of Section 134(3)(a), the same is also being made available on the website of the Company viz. www.cianindustries.com.

25. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES :

The Company has formulated Vigil Mechanism for Directors and employees of the Company to provide adequate safeguards against victimization of persons who use such mechanism and to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy in terms of provisions of Section 177(9) of the Companies Act, 2013 and Rules made there under and pursuant to Clause 22 of SEBI (ListingObligations and Disclosure Requirements), Regulations, 2015. The said policy is available on Companys website i.e. www.cianindustries.com

We affirm that during the financial year 2019-20, no employee or director or any other person was denied access to theAudit Committee.

26. RISK MANAGEMENT POLICY AND REPORT :

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

The Committee reports to the Board of Directors of the Company. At plants / units level, Internal Committees have been formed, headed by plants / units heads of respective plants / units and functional departmental heads. Such Committees report to the Risk Management Committee from time to time. The Board of Directors has developed and implemented Risk Management Policy for the Company. There are no risks which in the opinion of the Board threaten the existence of the Company.However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this report.

27. AUDIT & AUDITOR REPORT :

 

a) Statutory Audit :

M/s. P.G. Joshi & Company, Chartered Accountants, Nagpur (FRN: 104416W) were appointed as the Statutory Auditors of the Company for a period of 5 years in the 29th Annual General Meeting (‘AGM) of the Company held in the year 2016 to hold office from the conclusion of 29th AGM till the conclusion of 34th AGM.

The report of the Statutory Auditor forming part of the Annual Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

b) Cost Audit :

The Company is required to maintain the cost records as specified by the Central Government under Section 148 (1) of the Companies Act 2013 and accordingly such accounts and records are made and maintained by the Company. An Audit of the Cost Accounts maintained by the Company is also conducted by a Cost Auditor appointed by the Company.

The Board of Director on recommendation of the Audit Committee approved remuneration of Rs. 20,000/- (Rupees TwentyThousand only) excluding s out-of-pocket expenses and GST as applicable subject to the ratification of the said fees by the shareholders at the ensuing 33rd Annual General Meeting. A resolution regarding ratification of remuneration payable to

Mrs. Jyotsna Rajpal, Practicing Cost Accountants, Nagpur forms part of the Notice convening the 33rd Annual General Meeting of the Company.

c) Secretarial Audit :

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed Mr. Kaustubh Moghe, Practicing Company Secretary to conduct the Secretarial Audit of the Company for year ended March 31, 2020. The Secretarial Audit report in Form MR-3 for the financial year 2019-20 forms part of the annual report is appended as "Annexure-I" to the Boards Report.

Reply to the Observations made in the Secretarial Auditors Report:

(i) Pursuant to the order of Honble BIFR dated 01.08.2016 the Company had allotted 19905295 No. of fully paid equity shares to promoter & promoter group on 28.09.2016 for which prior approval from BSE Limited was obtained. As result of this allotment promoter shareholding was increase to 91.86% and public shareholding fell to 8.14% instead of the required level of 75%-25% respectively.

Greenedge Constructions Private Limited, one of the Promoters who were included in the promoter category ("Incoming Promoters") as per the BIFR order, offered their holding to the public through Offer for Sale (OFS) on 30th August, 2019, 03rd September, 2019. The Promoters made another Offer for Sale (OFS) on 25th September, 2019, 26th September, 2019 and 31st October, 2019, 01st November, 2019 respectively in order to comply with MPS, and as a result the Company achieved its Minimum Public Shareholding Requirement.

As on date, the Promoters have been able to reduce their holding from 82.78% to 75% after the last three OFS made by the Promoters.

The Company has complied with the Minimum Public Shareholding ("MPS") requirements of at least 25% public shareholding in terms of Rule 19(2)(b) and 19A of Securities Contracts (Regulation) Rules, 1957 (SCRR), and Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

ii) The Company has not found an appropriate Company secretary. While the company had appointed whole-time Company secretary cum compliance officer to do proper and timely compliance under various applicable acts & regulations.

iii) The management of the company has taken all the necessary steps and actions to do proper and timely compliances. It assures to do timely compliance in future under various applicable acts & regulations. It also assures that rectifiable non-compliance in the financial year 2019-20 shall be rectified shortly.

The company has also appointed whole-time Company secretary cum compliance officer to do proper and timely compliance under various applicable acts & regulations. However your Directors ensures proper & timely compliance in future.

28. CORPORATE SOCIAL RESPONSIBILITY :

CIAN understands its responsibility towards the society in which it operates and is initiating small but significant steps in bringing positive changes in the environment for sustainable development taking into the consideration the interest of various stakeholders. With the rapidly changing corporate environment, more functional autonomy, operational freedom etc., CIAN has adopted CSR policy as a strategic tool for sustainable growth. For Company in the present context, CSR policy adopted is not just tool of investment of funds for Social Activity but also efforts to integrate Business processes with Social processes.

The CSR Committee of our Board provides oversight of CSR Policy and monitors execution of various activities to meet the set of CSR objectives.

The Members of the CSR Committee are:

1. Mr. Gouri Chandrayan - Independent Director

2. Mr. Anandrao Raut - Independent Director

3. Mr. Ravindra Boratkar - Non-Executive Director

Mr. Gouri Chandrayan acts as the Chairman of this Committee.

The Company has constituted CSR Committee and CSR Policy is duly adopted by the Company as per the regulatory norms. CIAN considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society.

CIAN CSR initiatives are on the focus areas approved by the Board benefiting the community. However, the Company has just embarked on the journey of ascertained CSR programs.

For this reason, during the year, the Company has spent more on the CSR activities as compared to the proportion prescribed under the Companies Act, 2013. As per the Companies Act, 2013, the Company was required to spend Rs. 6,72,000/- during the FY 2019-20, whereas the Company has spent Rs. 75,00,000/- during the period under review.

29. OTHER DISCLOSURES :

a) During the year under review, the Company has not accepted any deposit within the meaning of Sections 73, 74 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (Including any Statutory Modification(s) or re- enactment(s) thereof for the time being in force)

b) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings

c) The Honble National Company Law Tribunal has approved Scheme of Merger by absorption of Companys Wholly-Owned Subsidiaries i.e Jairam Infraventure Pvt. Ltd., Purti Agrotech Limited and Jupiter Metal Products Pvt. Ltd. (Stepdown Subsidiary) on 12th June, 2020 whereas the businesses of Merged companies has formed the part of existing divisions i.e. Infra Division, Agro Division respectively.

d) The Managing Director and CEO of the Company has not received any remuneration or commission from any of subsidiaries of the Company as specified under section 197(14) of the Companies Act, 2013

e) None of the Auditors of the Company have reported any fraud as specified under the second proviso of section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.)

f) During Financial year under review, there has been no revision of financial statement in the relevant financial year.

g) The Company does not have any scheme or provision of money for the purchase of its own shares by employees/Directors or trustee for the benefit employees/ Directors; and

h) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise.

30. APPRECIATION & ACKNOWLEDGEMENT :

Your Directors would like to place on record their gratitude for all the support and cooperation received from its shareholders, customers, suppliers as well as vendors, banks, business associates and other government and regulatory agencies. Your Directors would also like to take this opportunity to express their appreciation for the hard work, solidarity, co-operation and dedicated efforts put in by the employees and look forward to their continued contribution and support.