Gaurav Mercantiles Ltd Directors Report.

DEAR MEMBERS

The Board of Directors (the "Board") is pleased to present the 34th Annual Report and the Companys Audited Financial Statement for the financial year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

The Companys financial performance (standalone) for the year under review along with the previous years figures is given hereunder:

(Rs. in 000)
Particulars March 31, 2019 March 31,2018
INCOME
Revenue from operations - 9,542.61
Other income 4,830.51 5,779.95
Total Income 4,830.51 15,322.55
EXPENSES
Cost of trading goods sold - 9,408.31
Employee benefit expenses 1,135.37 1,365.59
Depreciation and amortization expense 7.06 25.48
Other expenses 2,344.77 1,292.52
Total Expenses 3,487.20 12,091.90
PROFIT BEFORE TAX 1,343.31 3,230.66
(a) Current tax 346.73 820.11
(b) Deferred tax (157.61) 17.83
(c) Tax of earlier year 30.37 39.47
Profit for the period 1,123.82 2,353.24
Other Comprehensive Income (OCI) - -
Items that will not be reclassified to profit or loss - -
Items that will be reclassified to profit or loss - -
Total other comprehensive income for the year, net of taxes - -
Total comprehensive income for the year, net of taxes 1,123.82 2,353.24
Basic and diluted earnings per share (in Rs.) 0.43 1.18

PERFORMANCE OF THE COMPANY

Historically, the Company was engaged in ship breaking, trading and investment business. However, with the liberalization of imports, the trading activities were marginalized as a result of which the investment portfolio of the Company was also diluted. During the year under review, the Company had earned a total interest income of Rs. 48,30,508 and net profit of Rs. 11,23,823 against the total income during the previous year of Rs. 1,53,22,553 and net profit of Rs 23,53,237.

CHANGE IN OWNERSHIP AND CONTROL OF THE COMPANY

Mr. Raghav Bahl and Ms. Ritu Kapur had entered into a Share Purchase Agreement ("SPA") on November 27, 2018 to acquire 66.42% ownership and control of the Company. Pursuant to the SPA, Pantomath Capital Advisors Private Limited, Registered Merchant Banker, made a Public Announcement dated November 27, 2018 under Regulation 14(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 ("SEBI SAST Regulations") in relation to the Open Offer being made pursuant to and in compliance with the Regulations 3(1) and 4 of the SEBI SAST Regulations.

Pursuant to the acquisition, Mr. Raghav Bahl made an open offer to acquire a maximum of 520,000 equity shares of the Company from the public shareholders of the Company. The Detailed Public Statement under Regulation 15(2) of the SEBI SAST Regulations was submitted to the Securities and Exchange Board of India ("SEBI") on December 4, 2018 and in accordance with Regulation 18(1) of the SEBI SAST Regulations, Mr. Raghav Bahl and Ms. Ritu Kapur had filed a Draft Letter of Offer with SEBI on December 11, 2018.

Pursuant to the applicable provisions of SEBI SAST Regulations, Mr. Raghav Bahl and Ms. Ritu Kapur completed the acquisition of 66.42% voting shares and control of the Company on January 8, 2019. Further, Mr. Raghav Bahl and Ms. Ritu Kapur had entered into an agreement on April 2, 2019 with Mr. Mohan Lal Jain, Non-Executive Director of the Company, with respect to classification of Mr. Mohan Lal Jain as a ‘Person Acting in Concert in accordance with Regulation 2 (1) (q) of the SEBI SAST Regulations.

Mr. Raghav Bahl and Ms. Ritu Kapur presently await the issuance of the final observation letter from SEBI to conclude the Open Offer and provide the statutory exit opportunity to the public shareholders of the Company.

MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

ALTERATION OF OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION:

During the various meetings of the Board, the directors deliberated on the possibility to foray into new business opportunities in Media and Entertainment space by way of acquisition of an existing media business or starting a new venture or a combination thereof. Accordingly, vide its meeting held on April 2, 2019, the Board inter-alia approved to alter the Objects Clause of the Memorandum of Association so as to enable the Company to commence a new line of business in the Media and Entertainment space, including but not limited to digital media and content business. The proposed alteration to the Memorandum of Association was approved by the shareholders on May 12, 2019 through Postal Ballot.

The Board at its meeting held on July 17, 2017 also discussed the preliminary proposal to acquire the digital content business of Quintillion Media Private Limited, a company owned and controlled by Mr. Raghav Bahl and Ms. Ritu Kapur. The said digital content business is operated under the name and style of ‘The Quint. ‘The Quint consists of www.thequint.com, www.hindi. thequint.com, and www.fit.thequint.com and operates as a digital only platform available on the computers and hand-held devices. In this regard, the Board has appointed advisors to undertake a detailed evaluation of the proposal and submit their report to the Audit Committee and Board of the Company.

FUND RAISE AND INCREASE IN SHARE CAPITAL:

The Board in its meeting held on April 2, 2019 had approved to increase the Authorized Share Capital of the Company from the existing Rs.10,00,00,000 (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore only) Equity Shares of Rs.10 (Rupees Ten only) each to Rs. 22,50,00,000 (Rupees Twenty Two Crores and Fifty Lakhs only) divided into 2,00,00,000 (Two Crores only) Equity Shares of Rs.10 (Rupees Ten only) each and 25,00,000 (Twenty Five Lakhs only) Preference Shares of Rs.10 (Rupees Ten only) each. Approval of the shareholders was also obtained through Postal Ballot dated May 12, 2019.

The aforesaid increase in the Authorized Share Capital was undertaken simultaneously with the approval of raising

Rs. 70,12,50,000 as capital from the Mr. Raghav Bahl, Ms. Ritu Kapur, Mr. Mohan Lal Jain and other identified investors. The Board of the Company at its meeting held on April 2, 2019 inter alia approved the preferential allotment amounting to

Rs. 70,12,50,000 to Mr. Raghav Bahl, Ms. Ritu Kapur, Mr. Mohan Lal Jain and other identified investors by way of issuance of Compulsory Convertible Preference Shares ("CCPS") and Warrants. The preferential allotment was approved by the shareholders vide Postal Ballot dated May 12, 2019. The Board at its meeting held on May 25, 2019 allotted 20,00,000 (Twenty Lakhs only) CCPS at a price of Rs. 42.50 (Rupees Forty Two and Paisa Fifty only) and 1,45,00,000 (One Crore and Forty Five Lakhs only) Warrants at a price of Rs.42.50 (Rupees Forty Two and Paisa Fifty only) as detailed hereunder:

Legal status Number of CCPS Number of Warrants
Mr. Raghav Bahl Individual – Promoter 11,81,405 76,59,596
Ms. Ritu Kapur Individual – Promoter 2,18,595 14,17,254
Mr. Mohan Lal Jain Individual - Person Acting in Concert with the Promoters - 9,23,150
Mr. Manohar Lal Agarwal Individual – Public 80,000 6,00,000
Mr. Madhu Sudan Agarwal Individual – Public 80,000 6,00,000
Mr. Pankaj Agarwal Individual – Public 80,000 6,00,000
Mr. Anand Agarwal Individual – Public 40,000 3,00,000
Mr. Ashish Agarwal Individual – Public 40,000 3,00,000
Mr. Ankit Agarwal Individual – Public 20,000 1,50,000
Mr. Nimit Agarwal Individual – Public 20,000 1,50,000
Mr. Madhu Sudan Goyal Individual – Public 40,000 3,00,000
Vespera Fund Limited, Mauritius Foreign Portfolio Investor - Category II– Public 2,00,000 15,00,000
Total 20,00,000 1,45,00,000
Total Consideration (Rs) 8,50,00,000 61,62,50,000

DIVIDEND

The Board has not recommended any dividend for the year under review.

TRANSFER TO RESERVES

The Board has not recommended any transfer to reserves for the year under review.

EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(a) of the Companies Act, 2013, Annual Returns for the year 2018-19 and 2017-18 are put up on the website of the Company and may be accessed at www.gmlmumbai.com. Extract of the Annual Return for the year 2018-19 in Form No. MGT-9 is annexed hereto as Annexure-‘A and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") is presented in a separate Annexure – ‘B, forming part of this Report.

SUBSIDIARIES COMPANIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

DEPOSITS

Your Company has neither accepted nor renewed any public deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Therefore, the Company is not required to furnish information in respect of outstanding deposits under Non-Banking, Non-Financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2019 was Rs 10,00,00,000 (Rupees Ten Crore only) comprising 1,00,00,000 (One Crore only) Equity Shares of Rs 10 (Rupees Ten only) each and paid up Equity Share Capital as on March 31, 2019 was Rs. 2,00,00,000 (Rupees Two Crores Only) comprising 20,00,000 (Twenty Lakh only) Equity Share of Rs. 10 (Rupees Ten only) each. The Company increased its Authorized Share Capital in accordance with the Postal Ballot dated May 12, 2019.

During the year under review, the Company has not issued any shares with differential voting rights or granted stock options/ sweat equity shares, hence, there is no change in the Companys share capital during the year under review. Changes made post March 31, 2019 have been duly disclosed as necessary.

REGISTERED OFFICE

The Board in its meeting held on March 20, 2019 approved the shifting of the Registered Office of the Company from ‘310, Gokul Arcade B, Subhash Road, Vile Parle (E), Mumbai- 400 057 to ‘3rd Floor, Tower 2B, One Indiabulls Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai- 400 013. Change in the Registered Office was effective from March 25, 2019.

BOOKS OF ACCOUNTS

The Books of Accounts of the Company and other relevant books, papers and financial statements for every financial year are maintained at 403 Prabhat Kiran, 17, Rajendra Place, New Delhi- 110 008 effective from April 2, 2019.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

During the year under review and thereafter, following appointments took place with regards to Board of Directors: a. Mr. Raghav Bahl and Ms. Ritu Kapur were appointed as Additional Directors (Non-Executive) on January 8, 2019. They shall hold office as Additional Directors up-to the date of the ensuing Annual General Meeting. b. Mr. Mohan Lal Jain was appointed as an Additional Director (Non-Executive) on February 26, 2019. He shall hold office as an Additional Director up-to the date of the ensuing Annual General Meeting. c. Mr. Parshotam Dass Agarwal and Mr. Sanjeev Krishana Sharma were appointed as Additional Directors (Independent) on February 26, 2019. They shall hold office as Additional Directors (Independent) up-to the date of the ensuing Annual General Meeting.

The aforesaid appointments have been recommended by the Nomination and Remuneration Committee and Board of the Company. In addition, the Board had, on the recommendation of Nomination and Remuneration Committee, Audit Committee and in accordance with provisions of the Companies Act, 2013 and Listing Regulations, appointed Mr. Raghav Bahl as Whole time Director of the Company for the period of 5 years w.e.f April 19, 2019, subject to the approval of the shareholders at the ensuing 34th Annual General Meeting of the Company.

During the year under review and thereafter, following resignations took place with regards to the Board of Directors: a. Mr. Pratap Singh Bohra ceased to be the Director of the Company w.e.f November 21, 2018. b. Mr. Tarun Pratap Bohra and Mr. Nikhil Bohra ceased to be the Directors of the Company w.e.f January 8, 2019. c. Mr. Kamal Singh Baid and Ms. Priyanka Mukesh Sarawat ceased to be Independent Directors of the Company w.e.f February 26, 2019. d. Mr. Mangesh Surendra Nadkarni ceased to be Whole Time Director of the Company w.e.f April 2, 2019.

KEY MANAGERIAL PERSONNEL

The appointment of Key Managerial Personnels of the Company is in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). During the year under review and thereafter, following changes took place with regards to Key Managerial Personnel:

Name Appointment/Cessation/ Change in Designation Effective Date
1. Mr. Narendra Kumar Prajapat Resigned as Company Secretary and Compliance officer August 11, 2018
2. Mr. Rajendra Ramkesh Gupta Resigned as Chief Financial Officer March 4, 2019
3. Mr. Pratosh Mittal Appointed as Chief Financial Officer March 20, 2019
4. Ms. Shikha Chaudhary Resigned as Company Secretary and Compliance officer March 20, 2019
5. Ms. Anukrati Agarwal Appointed as Company Secretary and compliance officer March 21, 2019
6. Mr. Mangesh Surendra Nadkarni Resigned as Whole Time Director April 2, 2019
7. Mr. Raghav Bahl Re-designated as Chief Executive Officer and Whole Time Director April 19, 2019

APPOINTMENT OF INDEPENDENT DIRECTORS

Based on confirmation regarding independence and recommendations by the Nomination and Remuneration Committee, the Board had approved the appointment of Mr. Parshotam Dass Agarwal and Mr. Sanjeev Krishana Sharma as Additional Directors (Independent) on February 26, 2019. In terms of Section 161 of the Companies Act 2013, Mr. Parshotam Dass Agarwal and Mr. Sanjeev Krishana Sharma and shall hold office up-to the date of the ensuing Annual General Meeting. The Board recommends the appointment of Mr. Parshotam Dass Agarwal and Mr. Sanjeev Krishana Sharma and as Independent Directors not liable to retire by rotation for a period of 5 years with effect from February 26, 2019, subject to confirmation by the shareholders at the ensuing Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

All Independent Directors of the Company have given the declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and also Regulation 25(8) of the Listing Regulations. Further, all the Independent Directors have complied with the code for Independent Director prescribed in Schedule IV to the Companies Act, 2013.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with knowledge about the current industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Independent Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

MEETINGS OF THE BOARD

During the year 2018-19, 10 (Ten) meetings of the Board of Directors were convened. The said meetings were held are May 21, 2018, August 10, 2018, September 3, 2018, October 29, 2018, November 21, 2018, November 27, 2018, January 8, 2019, February 7, 2019, February 26, 2019 and March 20, 2019. The maximum gap between the two meetings was not more than one hundred and twenty days. The name of members of the Board and their attendance at the board meetings are as under:

Name of Directors Designation No. of meetings attended
1. Mr. Raghav Bahl1 Additional Director 3
2. Ms. Ritu Kapur1 Additional Director 3
3. Mr. Mohan Lal Jain2 Additional Director 1
4. Mr. Sanjeev Krishana Sharma2 Additional Director 1
5. Mr. Parshotam Dass Agarwal2 Additional Director 1
6. Mr. Tarun Pratap Bohra3 Director 7
7. Mr. Nikhil Singh Bohra3 Director 7
8 Mr. Kamal Singh Baid4 Independent Director 7
9 Ms. Priyanka Mukesh Sarawat4 Independent Director 7
10 Mr. Pratap Singh Bohra5 Director 5
11 Mr. Mangesh Surendra Nadkarni6 Whole Time Director 7

1 Appointed as additional director on January 8, 2019.

2 Appointed as additional director on February 26, 2019.

3 Resigned on January 8, 2019.

4 Resigned on February 26, 2019.

5 Resigned on November 21, 2018.

6 Resigned on April 2, 2019.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors met on March 20, 2019 without the presence of Non-Independent Directors and the Key Managerial Personnels. The Independent Directors inter alia discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Company, Key Managerial Personnels and the Board.

COMMITTEES

As on March 31, 2019, the Board has formed 3 (three) committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee as per the provisions of the Companies Act, 2013 read with the rules made thereunder, with proper composition of its members. The Board periodically evaluates the performance of all the Committees as a whole. All observations, recommendations and decisions of the Committees are placed before the Board for consideration and approval.

AUDIT COMMITTEE

The role and terms to reference of the Audit Committee are in conformity with the provisions of Section 177 of the Companies Act, 2013 and rules framed thereunder. The Audit Committee acts as a link between the Statutory Auditors and Internal Auditors and the Board. As on March 31, 2019, the Audit Committee comprises of three Directors out of which two are Independent Directors.

The Chairman of the Audit Committee is a Non-Executive Independent Director. All the members of the Audit Committee have good financial and accounting knowledge. The Company Secretary acts as the Secretary of the Audit Committee. During the year under review, 5 (five) meetings of the Audit Committee of the Company were held on May 21, 2018, August 10, 2018, October 29, 2018, February 7, 2019 and March 20, 2019.

NOMINATION AND REMUNERATION COMMITTEE

The Board has duly constituted Nomination and Remuneration Committee in terms of the provisions of Section 178 of the Companies Act, 2013 and rules framed thereunder. During the year, 4 (four) meetings of Nomination and Remuneration Committee were held i.e. on August 10, 2018, January 8, 2019, February 25, 2019 and March 20, 2019. Terms of reference of the Nomination and Remuneration Committee are posted on the Companys website and may be accessed at www. gmlmumbai.com.

STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee inter alia approves transfer and transmission of shares, issue of duplicate / re-materialised shares and consolidation and splitting of certificates, redressal of complaints from investors etc. Stakeholders

Relationship Committee has been empowered to deal with and dispose of the instruments of transfer of shares in the Company including power to reject transfer of shares in terms of the provisions of the Companies Act, 2013, Securities Contract (Regulations) Act, 1956, Listing Regulations and the Companys Articles of Association and take necessary actions as may be required for the purpose and shall consider and resolve the grievances of shareholders of the Company including complaints related to non-receipt of Annual Report and non-receipt of declared dividends.

During the year under review, 4 (four) meeting of the Stakeholders Relationship Committee were held on May 21, 2018, August 10, 2018 and October 29, 2018, February 7, 2019.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment as a director. The Board comprises of 5 directors, including 1 woman director as on March 31, 2019. The number of Independent Directors are 2.

The policy of the Company on directors appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the nomination policy read with Companys policy on appointment/reappointment of Independent Directors.

BOARD EVALUATION

Nomination and Remuneration Committee is engaged to conduct the Board evaluation. The evaluation of all the directors, committees, chairman of the Board and the Board as a whole was conducted on the criteria and framework adopted by the Board. The evaluation process focused on various aspects of Board and its committees such as composition and structure, functioning, effectiveness of Board processes, information and functioning, etc. The evaluation of all the directors was conducted by the Board and found to be satisfactory. The flow of information between the Company management and the Board is adequate, qualitative and timely

PARTICULARS OF REMUNERATION

None of the employees of the Company are in receipt of remuneration in excess of the limits which are required to be disclosed by way of statement under Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure- ‘C.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under sub-section 3 (c) and 5(c) of Section 134 of the Companies Act, 2013, your Directors, to the best of their knowledge, hereby state and confirm that: a. in the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable Accounting Standards read with the requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same; b. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as at March 31, 2019 and of the Companys profit for the year ended on that date; c. proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual financial statements have been prepared on a ‘going concern basis; e. the internal financial controls were laid down to be followed that and such internal financial controls were adequate and were operating effectively; and f. proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls and no reportable material weakness was observed in the system during the year. Further, the Company has in place adequate internal controls commensurate with the size and nature of its operations.

AUDITORS AND AUDITORS REPORT

STATUTORY AUDITOR

M/s G. P. Agrawal & Company, Chartered Accountants (Firm Registration No. 302082E), were appointed as Statutory Auditors of the Company to hold the office from the conclusion of the 29th Annual General Meeting held on September 30, 2014 until the conclusion of the 34th Annual General Meeting to be held on September 27, 2019. The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. Janmejay Singh Rajput & Associates, a firm of Company Secretaries in practice, to conduct the Secretarial Audit of the Company for the year under review. The Secretarial Audit Report for the financial year ended March 31, 2019, is annexed with this report and marked as Annexure –‘D to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RELATED PARTY TRANSACTIONS

During the year under review, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is posted on the Companys website and may be accessed at www.gmlmumbai.com. The details of the transactions with Related Parties are provided in Note No. 21 to the financial statements.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

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

The Company has not taken any Loan or given any guarantees or made any investments as on March 31, 2019.

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosure are given below:

A. Conservation of Energy:

The Company is not an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve the energy. The Company evaluates the possibilities and various alternatives to reduce energy consumption. Further, use of low energy consuming LED lightings is being encouraged.

B. Technology Absorption:

The Company is conscious of implementation of latest technologies in key working areas. Technology is ever-changing and employees of the Company are made aware of the latest working techniques and technologies discussion sessions, as maybe necessary. The Company is not engaged in manufacturing activities therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable. During the year, there is no expenditure on Research and Development.

C. Foreign exchange earnings and Outgo:

During the year under review the Company earned ‘Nil of foreign exchange and used ‘Nil of foreign exchange, both on actual basis.

CORPORATE GOVERNANCE

In terms of Regulation 15(2) of the Listing Regulations, the corporate governance provisions are not applicable to a listed entity which has a paid up equity share capital of less Rs. 10 Crores and net worth less than Rs. 25 Crores, as on the last day of the previous financial year. Hence, the corporate governance provisions as envisaged under the Listing Regulations are not applicable to the Company and accordingly, a report on the corporate governance practices, the Auditors Certificate on compliance of mandatory requirements thereof are not given as an annexure to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

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

VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 the Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. Details of the same is available on the companys website: www.gmlmumbai.com

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL WHICH IMPACTS THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

No significant and material order has been passed by any other regulators, courts, tribunals impacting the going concern status and Companys operations in future.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the directors and designated employees of the Company. Details of the same is available on the companys website: www. gmlmumbai.com.

CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER CERTIFICATION

The Company is exempted from obtaining the Compliance Certificate from the Chief Executive Officer and Chief Financial Officer obtained under Regulation 17(8) of the Listing Regulations.

OTHER DISCLOSURES AND REPORTING

During the year under review:

a. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

b. The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under any scheme. c. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. d. No significant and/or material order was passed by any Regulator/Court/Tribunal which impacts the

e. going concern status of the Company or its future operations.

e. No fraud has been reported by Auditors (Statutory Auditor or Secretarial Auditor) to the Audit Committee or the Board.

f. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

g. Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 and Rules made thereunder, the Company is not required to make and maintain Cost Records, as specified by Central Government under the provisions of this Section. Accordingly, the Company has not made and maintained such accounts and records as specified by the Central Government. h. During the year under review, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GREEN INITIATIVES

Electronic copies of the Annual Report 2018-19 and the notice of the Annual General Meeting are sent to all the members whose email addresses are registered with the Company/depository participant(s). For members who have not registered their email address, physical copies are sent in the permitted mode.

ACKNOWLEDGMENT

The Board wish to place on record their appreciation for the faith reposed in the Company and continuous support extended by all the employees, members, customers, investors, government authorities, bankers and various stakeholders.

For and on behalf of Board of Directors Mohan Lal Jain

Chairman

Place: Delhi

Date:July 17, 2019