DCM Financial Services Ltd Directors Report.

To

The Shareholders of the Company,

Your Directors are pleased to present this 30thAnnual Report together with the Audited Annual Financial Statementsfor the year ended March 31,2021.

COVID-19 PANDEMIC

The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact on the financial well-being of nations, corporations and individuals. A detailed discussion on impact of COVID-19 on the business and operations of the Company is covered in the ‘Management Discussion and Analysis Report.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

In view of the prevailing COVID-19 situation and consequent lockdown across the country, the Ministry of Corporate Affairs (MCA) has exempted companies from circulation of physical copies of Annual Report for FY2021.

Accordingly, the Annual Report of the Company for FY2021 is being sent only by email to the members, and all other persons/entities entitled to receive the same.

This Annual Report, along with other documents, is also available on the Companys website at https:// www.dfslonline.in

FINANCIAL HIGHLIGHTS- AT A GLANCE

> Overall Performance of your Company

The Financial Year 2020-21 had been a little volatile for the Company as your Company has shown an improved performance during the year under review. The net Loss of your Company had gone down from Rs. (3,208,547) in the Financial Year 2019-20 to Rs. (1,246,925) in the Financial Year 2020-21.

> The financial summary, performance highlights operations/state of affair of your Company for the years are summarized below::

(Amount in Rupees)

PARTICULARS Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Income from Business Operations - - - -
Other Income 20,245,906 25,418,452 20,351,369 25,508,700
Total Income 20,245,906 25,418,452 20,351,369 25,508,700
Less: Expenditure except Depreciation 13,947,330 30,340,497 14,016,701 30,226,029
Profit/Loss before Depreciation and Tax 6,298,576 (4,922,045) 6,334,668 (4,717,329)
Less: Depreciation 3,267,960 2,862,475 3,345,120 2,941,782
Profit/Loss before Tax 3,030,616 (7,784,520) 2,989,548 (7,659,111)
Less: Tax Expense 7,80,000 - 7,80,000 -
Add: Deferred Tax Asset 2,89,487 7,402,780 2,85,956 (7,365,128)
Add: MAT Credit Entitlement - 2,851,906 - 2,851,906
Less: Prior Period Taxes 3,217,897 - 3,217,897 -
Net Profit/Loss after tax (1,256,769) (3,233,645) (1,294,305) (3,145,889)
Add: Other Comprehensive Income 9,843 25,098 9,843 25,098
Net Profit/Loss for the period (1,246,925) (3,208,547) (1,284,461) (3,120,791)
Earnings per share:
Basic (0.06) (0.15) (0.06) (0.14)
Diluted (0.06) (0.15) (0.06) (0.14)

DIVIDEND

No Dividend was declared for the current financial year due to losses in the Company.

RESERVES

The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus.

SHARE CAPITAL

There was no change under the Share Capital during the year under review as the Company has not issued any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during the year 2020-21.

As on 31st March, 2021, paid-up share capital of the Company stood at Rs. 221,250,540/- consisting of 22,125,054Equity Share of Rs. 10/- each.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply.

DEPOSITS

During the year under review, the Company has not accepted any deposits in terms of section 73 of the Companies Act, 2013.However, as on 31.03.2021, there are outstanding fixed deposits aggregating to Rs. 48,76,48,064/- are payable and the Court has appointed the committee of Justice Anil Kumar, former Judge of Delhi High Court and whohas invited claims from Depositors for the verification and payment as per report/scheme. Once this exercise is complete and report is submitted to the Court, the numbers and the value of un-claimed deposits will be known.

SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company has One Subsidiary Company named as ‘Global IT options Limited. During the year under review, there were no associate and joint ventures of the Company. A statement about Subsidiary Company is mentioned in Form AOC-1 marked as "Annexure-A" with this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Annual Report.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, Re - designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

S.No. Name Designation Appointment Cessation
1. Mr. Sanjay Sahni Additional Director 01.09.2020 -
2. Mr. Sanjay Sahni Independent Director 18.12.2020 (Regularized at AGM)
3. Mr. Kaushal Kashyap Additional Director 01.09.2020 -
4. Mr. Kaushal Kashyap Director 18.12.2020 (Regularized at AGM) -

Mr. Kaushal Kashyap (DIN:07683753),Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment to the Board of the Company at the ensuing Annual General Meeting.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

All Independent Directors have given declarations under section 149(7)that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return under sub section 3 of Section 92 of the Companies Act, 2013 in FormMGT-9 is annexed herewith as "Annexure C.". It can be accessed on the website of the company atwww.dfslonline.in.

NUMBER OF MEETINGS OF THE BOARD& COMMITTEES

During the year under review Board Meetings,Audit Committee Meetings, Nomination & Remuneration Committee Meetings, Stakeholders Relationship Committee Meetings and other CommitteeMeetings were convened. The dates on which the Board meetings were held are 02/06/2020, 03/07/2020, 01/09/2020, 11/09/2020, 11/11/2020, 11/02/2021, 05/03/2021. The maximum interval between any two meetings didnt exceed 120 days, as prescribed in the Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

VIGIL MECHANISM COMMITTEE

The Vigil Mechanism Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

BOARD ANNUAL EVALUATION

The provisions of section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

STATUTORY AUDITOR& SECRETARIAL AUDITORWITH THEIR QUALIFICATION, RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

The members at the Annual General Meeting held on 30th November 2017, appointed M/s. Mukesh Aggarwal& Co., Chartered Accountants (Firm Registration No. 000393N) as Statutory Auditors of the Company for a period of Five yearsto hold office till the conclusion of 31stAnnual General Meeting of the Company subject to ratification at every AGM. But, the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away by Companies Amendment Act, 2017 vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, New Delhi. Thus,M/s. MukeshAggarwal& Co., Chartered Accountants shall continue to act as Statutory Auditor.

Qualifications and Directors comments on the report of Statutory Auditor:

1 Justice Anil Kumar as one man committee was appointed vide order dated:- 3rd September, 2015 by the Honble High Court of Delhi to scrutinize the list of depositors and other claimants and to take steps enumerated hereinafter with the view to resolve at-least some of the disputes. The one-man committee submitted its report on to Honble High Court of Delhi on 22nd April, 2016. Taking cognizance of the report, Honble High Court of Delhi on 10th August, 2017 accepted the recommendation of one-man committee enumerated in the report. Under Scheme of One-Man Committee, Interest of Rs 235 Lacs are payable to Debenture Holders and Rs 1,448 Lacs are payable to Fixed Depositors under Phase-2 of Schedule of Payments laid down by One Man Committee. Presently the said committee has waived any further payment of Interest to Fixed Depositors, Debenture-holders and other lenders, however on complete liquidation of properties and investments, if any surplus remains after payment to all stakeholder creditors, then further payment of Interest would be decided. All stakeholders creditors which are covered under scheme has given its consent to the scheme. No provision of Rs. 1,683 Lacs as laid down under the scheme towards Interest on Debentures and Fixed Deposits, have been provided in the financial statements on the outstanding amount of Debentures and Fixed Deposits.

Had interest of Rs. 1,683 Lacs been provided for in the financial statements of year ending 31st March 2018 on outstanding amount of Debentures and Fixed Deposits, the Net Profit before tax would have been lowered by Rs. 1,683 Lacs and Net Profit after tax would have been lowered by Rs. 1,340 Lacs as at 31st March, 2018. The cumulative net loss as well as Current Liabilities as at 31st March, 2021 would have been higher by Rs 1,340 Lacs. The same has been explained in Note 17.2 and Note 17.3

Directors Comment

Provision of interest on certain liabilities covered under Para i and under notes 17.2. & 173 is in accordance with the Scheme of restructuring filed by the Company before the Honble Delhi High Court, which provides for waiver and cancellation of interest and the same is pending before the Honble Court. Further, the quantum of interest, if any will be decided by the High Court of Delhi upon completion of phase II payments and sale of assets. Since, Management contends that no interest will be payable as per restmcturing scheme no provision of interest is required to be made

2 For redemption of ‘B series debentures of Rs. 2014.98 Lacs debenture redemption reserve is required to be created. Debenture redemption reserve of Rs. 2014.98 Lacs has not been created due to insufficient profits. The same has been explained in Note 17.2.

Directors Comment

Non-creation of debenture redemption reserve. The same cannot be created due to insufficient profits in the past against the redemption of debenture. This has no impact on financial results of the company as redemption reserve is to be created out of Reserve and Surplus available with the company. Company has commenced repayments in the earlier years as well as in the current Year as per directions of the Honble High Court of Delhi vide order dated 10th Aug,2017 and recommendations of One Man Committee. Company is still not creating Debenture redemption Reserve for the same reason that it has no sufficient profits to do so.

3 The value of assets charged as security in favor of banks, debenture-holders & financial institutions have been depleted over a period of time. The depletion has not yet been ascertained by the Company. To the extent of shortfall, if any, the liability is unsecured, whereas the same has been shown as secured. The same has been explained in 17.2.

Directors Comment

It relates to ascertainment of Security against Debentures and Bank Loan, which could not be ascertained since the Company has litigation with various Lease and Hire Purchase customers and the matters are sub-judice, hence confirmations and acknowledgments are not feasible.

4 Balance confirmation of bills receivable and payable, advances recoverable in cash or in kind, receivables and payables relating to lease and hire purchase, lease security deposit of which party wise details are not available. Balance confirmation of inter-corporate deposits, FD balances with Bank, interest on FD from banks, balance of ex-employees, margin against L/C, loans from institutions, banks, no dues certificate on payment of loans from bank and other receivables and payables have not been received from the parties/persons concerned.

In the absence of balance confirmation, the closing balances as per books of accounts have been incorporated in the final accounts and have been shown, unless otherwise stated by the management about its recoverability in the financials including considering the NPA Provisions, are good for recovery/payment. Time barred debts under the Limitations Act have not been separately ascertained and written off or provided for. In the absence of such confirmation & corresponding reconciliation, it is not feasible for us to determine financial impact on the financials and the amount referred as payable in the financials can differ. Please refer Note No- 38

Directors Comment

Balance Confirmation of Bills Receivable and Payable, advances recoverable in cash or in kind, receivables and payables relating to lease and hire purchase and lease security deposit- Note 38 -In view of litigation with creditors mentioned in the Note 38, its not possible to obtain the balance confirmations.

5. Contingent liabilities and Other Commitments

5(a) During the year ended 30th June, 2011 the companys tenant had filed a claim of Rs.10,000,000 against the company due to damages suffered by the tenant which is still pending under arbitration proceedings as on 31st March, 2021

Directors Comment

There are certain disputes with the tenant and the claim of tenant is contested.

5(b) There is an award passed by the arbitrator against the company in the matter of MS Shoes East Limited on May 28, 2012 for Rs. 5,128,320 i.e. the claim amount, along with Rs. 30,680,848 towards interest cost for an underwriting given by the company in the year 1995 for the public issue of M/s MS Shoes East Ltd. Furthermore, an incidental cost which includes arbitration venue rent, record keeping cost, administrative cost and stamp paper charges amounting to Rs. 549,280, had been awarded to the company. The total financial impact comes to Rs. 36,358,448 which has been contested by Company before Honble Delhi High Court

Directors Comment

Company has preferred an appeal/objections before Honble High Court of Delhi in the MS Shoes East Limited matter against the arbitration order and the same pending adjudication.

5(c ) Due to dispute with the builder namely M/s NBCC Ltd. from which the company had purchased an office premises in the year 1995, regarding a claim of Rs. 28,829,634 on account of increase in super area and certain other expenditure which the builder i.e. M/s NBCC Ltd. had incurred and the same is pending in arbitration. Breakup of the amount of Rs. 28,829,634 mentioned supra is as follows:

S. No. Description Amount (In Lacs)
1. Difference in super area Vs. provisional area 22,928,254/-
2. Claim of property tax 319,100/-
3. Claim of ground rent 2,167,190/-
4. Allied charges 782,210/-
5. Augmentation of Electric sub station 132,880/-
6. Loss of profit 2,000,000/-
7. Arbitration cost 500,000/-
TOTAL 28,829,634/-

In current year, the award was given in respect of dispute that has arisen between NBCC Ltd. (Claimant) and DCM Financial Services Limited (Respondent) in relation to sale of Commercial Space-Upper Ground Floor NBCC Place, Pragati Vihar, New Delhi by the Claimant to the respondent.

The summary position of award is as under:

Party Amount Claimed (in Rs.) Awarded (in Rs.)
NBCC Ltd.- Claimant 4,34,95,374/- 41,05,656/-
DCM Financial Services Limited - Counter Claimant/Respondent 32,69,49,945/- 78,97,424/-

In addition to the above, Interest @ 10% is payable by both the parties on their respective amounts.

That whereas NBCC has filed objections to the award in Delhi High Court in December 2020 and the same appears to be lying in objections.

That DCM has also filed objection in Delhi High Court and the same has not being listed so far Directors Comment

Company has received a favorable award but the same has been challenged by both parties in High Court, so no provision of liability is made in this regard is made.

All the observations are self-explanatory and do not call for any further comment

B. SECRETARIAL AUDITOR

Pursuant to provision of Section 204 of the Companies act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed M/s. Ojha & Associates, Company Secretaries to undertake Secretarial Audit of the Company for the Financial Year 2020-21.

The Secretarial Audit was conducted by Mr. Tanay Ojha, Company Secretary, and the report thereon is annexed herewith as "Annexure- D.".

Qualification(s) and Directors comments on the report of Secretarial Auditor:

Observations in the report are on the basis of facts and are self explanatory.

Annual Secretarial Compliance Report

The provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure) Regulations, 2015 are applicable on the Company. Therefore, the Company has obtained a certificate from a Practicing Company Secretary and has been attached with this Annual Report.

C. INTERNAL AUDITOR

The Company had appointed M/s. STVG & Co., Chartered Accountants as Internal Auditor of the Company to carry out the Internal Audit Functions. The Internal Auditor submits a "Quarterly Report" to the Audit Committee for its review.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section143(12) of Act and Rules framed thereunder.

PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan(s) or guarantee(s) and has not made any investment covered under the provision of the Section 186 of the Companies Act, 2013 during the year under review.

All investments made during the year were within the stipulated limits of law.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT, 2013

In the financial year 2020-21, company did not enter into any contracts or arrangements with any related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Form AOC-2 is attached as "Annexure B".

MATERIAL CHANGES AND COMMITMENTS, IF ANY,AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relate and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

To the best of the Managements knowledge, there has been no material order passed by any regulator or Court or Tribunal impacting the Going Concern status of the Companys operations.

An Arbitration Award passed by Mr. S.K. Kaul, Ex-Senior Executive Director (ENGG), NBCC (I) Ltd. in the matter between M/s. NBCC ltd. & M/s. DCM Financial Services Ltd. ("the Company" on 17/08/2020.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO

The requisite information with regard to conservation of energy,technology absorption and foreign exchange earnings and outgo,in terms of the Section 134(3)(m) of the Companies Act, 2013, readwith Companies (Accounts) Rules, 2014 is given below:

Conservation of energy
1. the steps taken or impact on conservation of energy Nil
2. the steps taken by the company for utilizing alternate sources of energy Nil
3. the capital investment on energy conservation equipment Nil
Technology absorption
1. the efforts made towards technology absorption Nil
2. the benefits derived like product improvement, cost reduction, product development or import substitution Nil
3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Nil
4. the details of technology imported Nil
5. the year of import Nil
6. whether the technology been fully absorbed Nil.
7. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and Nil
8. the expenditure incurred on Research and Development Foreign exchange earnings and Outgo Nil
1. The Foreign Exchange earned in terms of actual inflows during the year Nil
2. The Foreign Exchange outgo during the year in terms of actual outflows Nil

Further, there were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable to the company for the period under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per Regulation 22 of the SEBI Regulations, 2015, in order to ensure that the activities of the Company & its employees are conducted in a fair & transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the company has adopted a vigil mechanism policy. The whistle blower policy is uploaded on the website of the Company and can be accessed athttp://dfslonline.in/policy/5.pdf

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013" and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.

Number of complaints received Number of complaints disposed of Number of complaints pending more than ninety days Number of workshops or awareness programme against sexual harassment
NIL NIL NIL NIL

CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes toensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Companys Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and intheir opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31stMarch, 2021 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensuresthe orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizations risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The company has One Executive Director and the remuneration paid to him is disclosed in Form MGT-9.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year "Annexure F"

b) Employed for part of the year "Annexure F"

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company.

REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc.

FAMILIARIZATION POLICY

Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize Independent Directors about the Company.

LISTING AGREEMENT

The shares of the Company are presently listed at BSE Limited, National Stock Exchange of India Limited and the Calcutta Stock Exchange Limited.

All statutory dues including Annual Listing Fees for the Financial Year 2021-22 has been paid by the Company.

CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior Management of the Company at their meeting held on 05th March, 2021. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015&Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 at their meeting held on 05th March, 2021.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013, the Directors, would like to state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have 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 & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & 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 & detecting fraud & other irregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by the Company and such controls are adequate and are 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.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including Financial Institutions, Banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Companys performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.