hytone texstyles ltd Directors report


Dear Members,

The Directors of the Company are pleased to present the 31st Annual Report on the business and operations of the Company together with the Audited Financial Statement for the financial year ended March 31, 2020.

1. Financial Summary:

The Companys performance during the financial year ended March 31, 2020 as compared to the previous financial year is summarized below: Amount in

Particulars 2019-20 2018-19
Revenue from Operations 2,91,36,769 2,82,43,958
Other Income 40,61,598 27,78,696
Gross Income 3,31,98,367 3,10,22,654
Expenditure 1,70,95,238 1,64,28,335
Finance Charges 44,55,955 47,86,407
Depreciation 26,32,989 26,62,909
Total Expenditure 2,41,84,182 2,38,77,651
Net Profit before tax and exceptional item 90,14,185 71,45,003
Exceptional item -23,16,964 -
Net Profit before tax 66,97,221 -
Provision for tax - -
Net Profit after 66,97,221 71,45,003

2. State of Companys Affairs:

The Companys performance was satisfactory during the year. Your Directors are hopeful that the Company will perform better in the ensuing years. In the meantime, Company has earned its income by way of rental income.

3. Dividend:

With a view to conserve the resources for current as well as future business requirements and expansion plans, your Board is of the view that the current years profit be ploughed back into the operations and hence no dividend is recommended for the financial year ended March 31, 2020.

4. Transfer to reserves:

The Company does not propose to transfer amount to the general reserve out of the amount available for appropriation and considered it appropriate to retain the same in the profit and loss account.

5. Nature of Business:

During the year under review, there was no change in the nature of business.

6. Material changes and commitments

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

7. Details of Subsidiary/Joint Ventures/Associate Companies:

As on March 31, 2020, the Company does not have any subsidiary/joint venture/associate companies. Accordingly, the requirements pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is not applicable.

8. Share Capital:

The paid-up Equity Share Capital of the Company as at March 31, 2020 stood at Rs 5,30,00,000/-. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted stock options. As on March 31, 2020, none of the directors of the Company hold instruments convertible into equity shares of the Company. During the financial year 2019-20, there is no change in the Share Capital of the Company.

9. Disclosures in respect of voting rights not directly exercised by employees:

No disclosure is required under Section 67(3)(c) of the Companies Act, 2013, read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

10. Indian Accounting Standard (IND AS):

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (‘Ind AS) from 1st April, 2017 with a transition date of 1st April, 2016. The financial results for the year 2019-20 have been prepared in accordance with IND AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable.

11. Secretarial Standards:

Pursuant to the approval given on 10th April, 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1st July, 2015. The said standards were further amended w.e.f. 1st October, 2017. The Company is in compliance with the same.

12. Business Responsibility Report:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ended March 31, 2020.

13. Management Discussion and Analysis Report:

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis (MDA) is required to be annexed to this report. There is nothing to mention in this report as the Company has disposed off its assets of its plant and machinery pertaining to the Textile Division. So, the company has not annexed the Management Discussion and Analysis to the Boards report.

14. Corporate Governance Report:

The Company constantly endeavors to follow best Corporate Governance guidelines and best practices and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Companys operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. The Company has put in place an effective corporate governance system which ensures that the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are duly complied with.

As per Regulation 34(3) read with Schedule V(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance, in accordance with Listing Regulations, along with a certificate from M/s UKG

& Associates, Chartered Accountants, Statutory Auditors (Firm Registration No.123393W) of the Company, are annexed hereto and forms part of the Report. The auditors certificate for the financial year 2019-20 does not contain any qualification, reservation, adverse remark or disclaimer.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the financial year 2019-20. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report. The Managing Director and CFO have certified to the Board with regard to the financial statement and other matters as required under regulation 17(8) of the SEBI Listing Regulations, 2015.

15. Directors and Key Managerial Personnel:

The Board of Directors consists of four members, of which two are Independent Directors. The Board also comprises of one woman Director. As on March 31, 2020, the Key Managerial Personnel of the Company under Section 203 of the Companies Act, 2013 are Mr. Amrut T Shah, Chairman and Managing Director, Mr. Vijay Sagvekar, Chief Financial Officer and Ms. Riddhi Thakkar, Company Secretary and Compliance Officer.

As per the provisions of Section 152(6) of the Companies Act, 2013 and the Companys Articles of Association, Mr. Amrut Shah (DIN: 00259420) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company.

The following policies of the Company are attached herewith:

a) Policy for selection of Directors and determining Directors independence as Annexure I; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees as Annexure II.

16. Disclosure Relating to Remuneration of Directors and Key Managerial Personnel

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013. The details of remuneration paid to the Directors including Executive Directors of the Company are given in Form MGT-9 forming part of the Directors Report.

17. Directors Responsibility Statement:

The Board of Director of the Company confirms that:

a) in the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have 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 as at March 31, 2020 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. Number of Meeting of the Board

Four meetings of the Board were held during the year. The details of the number of meetings held and attended by each Director are provided in the Corporate Governance Report, which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. Independent Directors Meeting

In compliance with the requirements of Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors was held on 25th February, 2020.

The Independent Directors carried out performance evaluation of Non-Independent Directors and the Board of Directors as a whole, performance of Chairman of the Company, the quality, contents and timelines of flow of information between the Management and Board, based on the performance evaluation framework of the Company.

20. Declaration of Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of independence. As required under Section 149(7) of the Companies Act, 2013, the said declaration was placed in the Board Meeting held on June 30, 2020.

21. Familiarization Programme

The Company has put in place an induction and familiarization programme for all its Directors including the Independent Directors so as to associate themselves with the nature of the industry in which the Company operates. Directors are periodically advised about the changes effected in the Corporate Laws, Listing Regulations with regard to their roles, rights and responsibilities as Director of the Company. The familiarisation programme for Independent Directors in terms of the provisions of Regulation 46(2)(i) of Listing Regulations, is uploaded on the website of the Company.

22. Board Evaluation:

The Company has devised a Policy for performance evaluation of the Board of Directors, Board Committees and Directors including Chairman, Executive Directors, Non-executive Directors and Independent Directors. Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance including the procedure prescribed under SEBI Circular dated January 5, 2017 on Guidance Note on Board Evaluation.

The Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by Independent Directors. The reports on performance evaluation of the Individual Directors were reviewed by the Nomination and Remuneration Committee and the Chairman of the Board held discussions with each Board member and provided feedback to them on the evaluation outcome. The Board of Directors expressed their satisfaction with the evaluation process.

23. Internal Financial Controls:

The Company has an adequate internal control system commensurate with the size and scale of its business operations.

The Company has appointed Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. The Audit Committee of the Board of Directors approves the annual internal audit plan, periodically reviews the progress of audits as per approved audit plans, critical internal audit findings presented by internal auditors, status of implementation of audit recommendations, if any, and adequacy of internal controls.

The Audit Committee takes due cognizance of the observations made by the auditors and gives their suggestions for improvement. The suggestions of the Audit Committee are also taken into account for further strengthening of the control systems.

24. Risk Management Policy:

Your Company recognizes that the risk is an integral part of business and is committed to managing the risks in proactive and efficient manner. Your Company periodically assesses the risks in the internal and external environment along with treating the risks and incorporates risk management plans in its strategy, business and operational plans.

The business plan for the future are devised and approved by the Board keeping in mind the risk factors which can significantly impact the performance of the particular business. All major capital expenditures commitments are subject to scrutiny by the Board and investments are permitted only on being satisfied about its returns or utility to the Company. There are no risks which in the opinion of the Board threaten the existence of the Company.

The Company has formulated and implemented a Risk Management Policy that outlines the framework and procedures to assess and mitigate the impact of risks. Under the guidance of the Board of Directors of the Company and Key Managerial Personnel who are conversant with risk management systems and procedures have been entrusted with the risk management of the Company in accordance with the formulated policy. The Audit Committee has additional oversight in the area of financial risks and controls. All risks are systematically addressed through mitigating actions on a continuing basis.

25. Audit Committee:

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms the part of this report.

26. Audit Committee Recommendations:

During the financial year 2019-20, there were no instances of non-acceptance of any recommendation of the Audit Committee by the Board of Directors.

27. Establishment of Vigil Mechanism / Whistle Blower Policy:

As per the provisions of Section 177 of the Companies Act, 2013, the Company has adopted the Vigil Mechanism/Whistle Blower Policy to provide appropriate avenues to the employees to bring to the attention of the management any issues which is perceived to be in violation of or in conflict with the fundamental business principals of the Company. The policy is also posted on the website of the Company.

The employees are free to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or corporate governance policy or any improper activity to the Audit Committee of the Company or Chairman of the Company.

The Whistle Blower Policy has been appropriately communicated within the Company. The policy empowers the Chairman of the Audit Committee/Chairman of the Company to investigate any protected disclosure including matters concerning financials/accounting, etc. received from the employees under this policy.

During the financial year 2019-20 the Company has not received any complaint through Vigil Mechanism. The Whistle Blower Policy is available on the Companys website.

28. Nomination and Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee formulated Nomination and Remuneration Policy for determining the criteria for determining qualifications, positive attributes and independence of a director and also criteria for determining the remuneration of directors, key managerial personnel and other employees.

The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Executives at Senior Management level and recommend to the Board their appointment, and also to formulate criteria for evaluation of performance of Independent Directors and the Board and to devise a policy on Board diversity.

The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and experience required for appointment of Directors, KMP and Senior Management.

As per the Policy, the remuneration / compensation to the Whole time Directors shall be recommended by the Nomination and Remuneration Committee to the Board for its approval. However, the remuneration compensation to Whole-time Directors shall be subject to the approval of the shareholders of the Company and Central Government, wherever required. The policy is available on the Companys website.

29. Corporate Social Responsibility Committee

Since the Net Profit, Net worth and the Turnover of the Company for the year under review is less than Rupees Five Crore, Rupees Five Hundred Crore and Rupees One Thousand Crore respectively, the constitution of Corporate Social Responsibility (CSR) Committee is not applicable as per the provisions of Section 135 of the Companies Act, 2013 read with Rule 3 of Companies (Corporate Social Responsibility Policy) Rules, 2014.

30. Statutory Auditors:

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members of the Company at the 28th Annual General Meeting held on 30th September, 2017 appointed M/s. UKG & Associates, Chartered Accountants, (Firm Registration No.123393W) as Statutory Auditors of the Company from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting, covering one term of five consecutive years, subject to ratification by the members at each intervening Annual General Meeting.

According to the Companies (Amendment) Act, 2017 notified by the Ministry of Corporate Affairs on May 7, 2018, the requirement of ratification of Statutory Auditors by the members of the company at every Annual General Meeting has been done away with. Therefore, no resolution has been proposed for their ratification at the ensuing AGM. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Statutory Auditors Report for the year 2019-20 does not contain any qualification, reservation, adverse remark or disclaimer made by Statutory Auditor. There is no incident of fraud requiring reporting by the auditors under Section 143(12) of the Companies Act, 2013.

31. Auditors Report:

The report contains the remark regarding the statutory dues which are payable relating to property tax as below and there are no other reservation or adverse remarks in report.

Name of the Statute Nature of the Dues Amount (Rs) Period amount relates to which the Forum where dispute is pending
Maharashtra Municipal Corporation Act, 1949 Property Tax 1,55,11,966/- From 2005 to 2012 Assessor and Collector, Navi Mumbai Municipal Corporation

The board had discussed the same qualification in their meeting and get decide to resolve the qualification as soon as possible.

32. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s DSSM & Co. LLP, Chartered Accountant as Internal Auditors {FRN: W100065} of the Company. The Audit

Committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

33. Cost Auditors

During the year under review, the Company has not carried on any manufacturing activities. Hence no cost audit was required to be conducted.

34. Secretarial Auditor and Secretarial report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have re-appointed, Teena Dedhia & Associates, Practising Company Secretary, {COP: 9214} to conduct the Secretarial Audit for the financial year 2019-2020. The Secretarial Audit Report for the year 2019-2020 issued by her in the prescribed form MR-3 is attached as Annexure III to this Report.

Secretarial auditors remarks and Management explanation to auditors remarks:

The Directors refers to the auditors observations in the secretarial audit report and as required under section 204(1) of the Companies Act, 2013 the company has obtained a secretarial audit report.

1. Publication of results audited and unaudited in newspaper:

The Company has not been doing that since the financial position of the company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through stock exchange.

2. Demat of promoters shareholding:

Promoters of the Company are in the process of getting their shareholding in demat form.

35. Reporting of Fraud

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

36. Transaction with related Parties:

All contracts / arrangements / transactions entered by the Company during the financial year with Related Parties were in its ordinary course of business and on arms length basis. Pursuant to section 177 of the Companies Act, 2013 and regulation 23 of SEBI Listing Regulations, 2015, all Related Party Transactions were placed before the Audit Committee for its approval. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

The policy on related party transactions as approved by the Board is uploaded on the Companys website. The Companys management ensures total adherence to the approved Policy on Related Party Transactions to establish Arms Length Basis without any compromise.

Your Directors draw attention of the members to Note 36 to the financial statement which sets out related party disclosures.

37. Extract of Annual Return:

As provided under section 92(3) of companies Act, 2013 the extract of annual return is given in Annexure IV in the prescribed Form MGT-9, which forms part of this report. The weblink for the Annual Return placed on the Companys website is http:// www.hytonetextile.com.aspx.

38. Particulars of employee:

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 below: A. Ratio of remuneration of each Director to the median employees remuneration for the financial year.

Name of director Designation Ratio
Mr. Amrut T. Shah Chairman & Managing Director 29.79

B. Percentage increase in remuneration of each director and Key Managerial personnel:

Name Designation % increase
Mr. Amrut T. Shah Chairman & Managing Director 0.00
Mr. Vijay Sagvekar Chief Financial Officer 2.26
Ms. Riddhi Thakkar Company Secretary 0.00

C. The Percentage increase in the median remuneration of the employee: 2.06% D. Total number of permanent employees: 9

E. Average percentile increase made in the salaries of employees other than key managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration: Average decrease in made in the salaries of employees other than the key managerial personnel during the year is 5.73 % There are no other exceptional circumstances to increase in the remuneration of key managerial personnel and increase in the remuneration has been in accordance with the Companys policy. The increment given to each individual employee is based on the employees potential, experience as also their performance and contribution to the Companys progress over a period of time.

F. The company affirms that the remuneration is as per the remuneration policy of the Company.

Disclosure under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to any of employees of the company.

39. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2020 is given below:

(A) Conservation of Energy:

(i) the steps taken or impact on conservation of energy –The Company has not continued with any manufacturing or processing activity. Considering the nature of Companys business there is no reporting to be made on conservation of energy in its operations.

(ii) the steps taken by the Company for utilising alternate sources of energy – NIL

(iii) the capital investment on energy conservation equipments – NIL

(B) Technology Absorption:

(i) the efforts made towards technology absorption – NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution – NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not applicable

(a) the details of technology imported; (b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development – NIL

(B) Foreign Exchange Earnings and Outgo:

Current Year Previous year
Foreign Exchange Outgo Nil Nil
Foreign Exchange Earnings Nil Nil

40. Particulars of Loans, Guarantees, or Investments:

There were no loans, guarantees given by the company under section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. The details of investment made are enumerated in the Notes to Accounts.

41. Deposits from public:

During the year under review, your Company has not accepted or renewed any Deposit, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement of furnishing details of deposits which are not in compliance of Chapter V of the Act, is not applicable.

42. Prevention of Sexual Harassment of women at workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment. The Board of Directors of the Company state that the Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Board states that during the year under review there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Also, there were no cases of child labour, forced labour, involuntary labour and discriminatory employment.

43. Green Initiative

Electronic copy of the Annual Report 2019-20 and the Notice of the 31st Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant. To support "Green Initiative" members who have not yet registered their email addresses are requested to register the same with their depository participants (DPs) in case the shares are held by them in electronic form. Members holding shares in physical mode and who have not updated their email addresses with the Company/Link Intime India Private Limited Registrar and Transfer Agent of the Company are requested to update their email addresses by writing to the Company at praful@hytonetextile.com or to Link Intime India Private Limited at rnt.helpdesh@linkintime.co.in along with the copy of the signed request letter mentioning the name and address of the Member, self-attested copy of the PAN card, and self-attested copy of any document (eg.: Aadhar Card, Driving License, Election Identity Card, Passport) in support of the address of the Member. In case of any queries / difficulties in registering the e-mail address, Members may write to praful@hytonetextile.com

Your Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as may be amended from time to time which permits paperless compliances and also service of notice / documents (including annual report) through electronic mode to its members.

To support this green initiative, we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holding with their concerned Depository Participants and/or with the Company.

44. General:

Your Directors state that no disclosures or reporting is required in respect of the following items:

1. Issue of shares including sweat equity shares and ESOS to employees of the Company under any scheme including ESOS.

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

3. Reporting requirements under Rules 5,6 and 8(1) of the Companies (Accounts) Rules, 2014, since the Company did not have any subsidiary during the year.

4. The Company does not have any Employees Stock Option Scheme.

5. 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.

6. No significant or material orders were passed by the regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.

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

45. Acknowledgement:

Your Directors place on record their deep sense of appreciation of the dedication of the Companys employees at all levels and are confident they will maintain their commitment to excellence in the coming years.

Your Directors also express their deep appreciation of the support received from the Government and other Regulatory authorities.

Your Directors also thank you, our valued shareholders, the Financial Institution, Banks, Dealers, Agents and customers for their continued trust in the Company and its management.