Innovators Facade Systems Ltd Directors Report.

To,

The Members of

Innovators Facade Systems Limited

Your Directors have pleasure in presenting Twentieth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2019.

1. FINANCIAL PERFORMANCE: I. FINANCIAL RESULTS:

The Companys performance for the Financial Year ended 31st March, 2019 as compared to the previous financial year, is summarized below:

(Rs. in Lakh)
2018-19 2017-18 2018-19 2017-18
Particulars

Standalone

Consolidated

Revenue from Operations 15,708.58 15,417.46 15,708.58 15,417.46
Other Income 167.49 100.98 167.49 100.98
Total Revenue 15,876.07 15,518.44 15,876.07 15,518.44
EBITDA 2,249.65 2,261.43 2,243.37 2,260.85
Finance Cost 503.95 870.52 503.95 871.53
Depreciation 236.98 220.88 236.98 220.88
Profit Before Exceptional Items and Tax 1,508.72 1,170.02 1,502.44 1,168.43
Less: Exceptional Items 738.70 738.70
Profit Before Tax 770.02 1,170.02 763.74 1,168.44
Tax Expense 298.53 377.14 298.53 376.54
Profit After Tax 471.48 792.89 465.21 791.90

II. OPERATIONS

The Company is engaged in the business of designing, engineering, fabrication, supply and installation of facade systems. There has been no change in the business of the Company during the financial year ended 31st March, 2019.

The highlights of the Companys performance on standalone basis are as under:

Revenue from Operation in the Financial Year 2018-19 is Rs. 15,708.58 lakhs as compared to Rs. 15,417.46 lakhs in previous Financial Year 2017-18.

EBITDA (Before exceptional item) in Financial Year 2018-19 is Rs. 2,249.65 lakhs (i.e. 14.32 % of Revenue from Operations) as compared to Rs. 2,262.43 lakhs (i.e. 14.67 % of Revenue from Operations) in previous Financial Year 2017-18.

• Profit Before Tax is Rs. 770.02 lakhs in Financial Year 2018-19 as compared to Rs. 1,170.02 lakhs in previous Financial Year 2017-18. The decrease in profit before tax of the Company was on account of exceptional items amounting to Rs. 738.70 lakhs and thereby reducing the Profit After Tax to Rs. 471.48 lakhs in Financial Year 2018-19 as compared to Rs. 792.89 lakhs in previous Financial Year 2017-18.

The highlights of the Companys performance on consolidated basis are as under:

Consolidated Profit After Tax is Rs. 465.21 lakhs in Financial Year 2018-19 as compared to Rs. 791.90 lakhs in previous Financial Year 2017-18.

2. DIVIDEND:

In order to conserve the resources of company the directors have not recommended any divided for the Financial Year 2018-19.

3. AMOUNT TRANSFERED TO RESERVES:

The Board has not recommended any amount to be transferred to the reserves for the financial year under review.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no unpaid/unclaimed dividend amount lying with the Company, therefore the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. EXTRACT OF ANNUAL RETURN:

In accordance with the Companies Act 2013, an extract of the annual return in the prescribed format is made available on www.innovators.in.

6. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The details of the subsidiaries, joint ventures or associate companies are as mentioned below:

Name of the Company Subsidiary/Joint Venture /Associate
1. M/s. Innovators Engineering Works Private Limited Wholly Owned Subsidiary Company
(Formerly known as Kapindra Multi Trade Private Limited)

Further, a statement containing the salient features of the financial statements of subsidiary Company in the prescribed format AOC 1 is appended as an “Annexure I” to the Boards report. The statement also provides the details of performance, financial positions of the subsidiary company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiary, are available on website of www.innovators.in.

These documents will also be available for inspection during the business hours at the registered office of the Company.

7. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31st March, 2019 to which these financial statements relate and the date of this report.

8. DETAILS OF INITIAL PUBLIC OFFER (IPO):

During the Financial Year the company has issued 56,60,800 equity shares of Rs. 10/- each at an issue price of Rs. 72/- each aggregating to Rs. 40.76 crores through Initial Public Offer (IPO) pursuant to Section 62(1)(c) and all other applicable provision of the Act, Companies (Prospectus and Allotment of the Securities) Rules, 2014 and in accordance with the provisions of Chapter X(B) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009, which was fully subscribed. Subsequently, the equity shares of the company are listed on BSE SME Stock Exchange with effect from 24th May, 2018.

9. UTILIZATION OF NET PROCEEDS FROM THE INITIAL PUBLIC OFFER

The proceeds of the funds raised under IPO by the Company are being utilized as per the Objects of the Issue. The disclosure (Listing compliance with the Regulation 32 of the SEBI Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations") is as under:

(Amount in Rs. )
Particulars Projected Utilization of Proceeds as per IPO Objects Utilization of Proceeds up to 31st March, 2019 Unutilized balances
Upgradation and Modernization of existing manufacturing facility 10,72,00,000 8,38,97,350 2,33,02,650
Funding the Working capital requirements of the Company 20,00,00,000 20,00,00,000
General corporate purpose 5,78,78,000 5, 78,78,000
Issue related expenses 4,25,00,000 4,25,00,000
Total 40, 75,78,000 38,42,75,350 2,33,02,650

The unutilized money as on 31st March, 2019 is lying with scheduled commercial bank.

10. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties are in the ordinary course of business and on arms length basis. As provided under section 134(3)(h) of the Act and Rules made thereunder disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format annexed to this report as an “Annexure II”.

The Policy on dealing with Related Party Transactions may be accessed on the Companys website at the link: http://innovators.in/investors-corner/

12. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Particulars of loans given, investments made, guarantees given and securities provided as covered under the provisions of Section 186 of the Companies Act, 2013 if any, have been disclosed in the notes to the standalone financial statements forming part of the Annual Report.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

14. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Shivchand Sharma (DIN: 00298265) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment.

Further, pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rules framed thereunder, during the year following persons were appointed as Key Managerial Personnel (KMP) of the Company.

Name of Key Managerial
Designation Date of Event
Personnel
Mr. Raman Sharma Chief Executive Officer 7th December, 2018
Mr. Nitin Kore Company Secretary 7th December, 2018

15. SHARE CAPITAL

The details of share capital of the Company are as under:

As at 31st March 2019

As at 31st March 2018

Particulars Number of Shares Amount Number of Shares Amount
(In Rs. ) (In Rs. )
(a) Authorised Capital: 2,10,00,000 210,000,000 2,10,00,000 210,000,000
Equity Shares of Rs. 10/- each
(b) Issued, Subscribed & Paid-up Capital: 1,88,67,808 18,86,78,080 13,20,70,08 13,20,70,080
Equity Shares of Rs. 10/- each

NOTE

During the year under review, the Company has issued 56,60,800 equity shares of face value of Rs. 10/- each at a premium of Rs. 62/- per share, total issue size amounting to Rs. 40,75,77,600/-, through Initial Public Offer (IPO) vide their members approval in the Extra-Ordinary General Meeting of the Company held on 17th February, 2018, pursuant to Section 62(1)(c) and all other applicable provision of Companies Act, 2013, Companies (Prospectus and Allotment of the Securities) Rules, 2014 and in accordance with the provisions of Chapter X(B) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009. Consequently, the equity shares of the company has got listed on the SME platform of BSE Stock Exchange w.e.f. 24th May, 2018.

16. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

I. BOARD OF DIRECTORS

The composition of the Board as on 31st March, 2019 is in conformity with the provisions of the Companies Act, 2013 and in line with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(“SEBI Listing Regulations”) and the Act.

The Board of Directors met eleven times during the financial year under review on 14th April, 2018, 25th April, 2018, 02nd May, 2018, 03rd May, 2018, 18th May, 2018, 22nd May, 2018, 18th June, 2018, 25th August, 2018, 06th November, 2018, 07th December, 2018 and 29th March, 2019.

COMPOSITION OF THE BOARD

The Company has a very balanced and diverse Board of Directors, which primarily takes care of the business needs and stakeholders interest. The Non-executive Directors including Independent Directors on the Board are experienced and highly competent persons in their respective fields of expertise. They take active part at the Board and Committee by providing valuable guidance to the Management on various aspects of business, policy direction, governance, compliance etc. and play pivotal role on strategic issues, which enhances the transparency and add value in the decision making process of the Board of Directors.

Category of the Directors No. of Directors
Executive 1
Executive Woman Director 1
executive Non-
a) Non-executive, Non Independent Director 1
b) Non-executive, Independent Director (Including Woman Director) 3
Total 6

Except Mr. Shivchand Sharma who is the father of Mr. Radheshyam Sharma and Mr. Radheshyam Sharma who is the husband of Mrs. Anjana Radheshyam Sharma, no other Director is related directly or indirectly to any other Directors of the Company.

COMMITTEES OF THE BOARD

The Committees of the Board play a vital role in the governance structure of the Company and help the Board of Directors in discharging their duties and responsibilities. The Committees have been constituted to deal with specific areas / activities, which concern the Company.

The Committees are set with clearly defined roles and goals, which are crucial for the smooth functioning of the Company. The Board is responsible for the action of the Committees.

The Chairman of the respective Committees inform the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meetings of all the Committees are placed before the Board for review.

There are currently Four Committees of the Board, as follows :

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder Relationship Committee

d. Corporate and Social Responsibility Committee

Below are the details of all the Committees along with their and meetings held during the year:

II. AUDIT COMMITTEE:

Pursuant to Provisions of Section 177 of the Companies Act, 2013 during the financial year under review the Audit Committee met seven times on 02nd May, 2018, 03rd May, 2018, 18th May, 2018, 22nd May, 2018, 25th August, 2018, 06th November, 2018 and 07th December, 2018.

i. Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews reports of the internal auditor, monitoring and utilization of IPO Proceeds, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

ii. Composition

Composition of Audit Committee is as follows:

Name Category Designation
1. Phoolshankar Murlidhar Shrimali Non-Executive, Independent Director Chairman
2 Sunil Krishnarao Deshpande Non-Executive, Independent Director Member
3 Poonam Bhati Non-Executive, Independent Director Member
4 Radheshyam Sharma Managing Director Member

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise.

III. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Provisions of Section 178 of the Companies Act, 2013 during the Financial Year Nomination under review, the and Remuneration Committee met three times on 25th August, 2018, 06th November, 2018 and 07th December, 2018

i. Terms of Reference/Policy:

On recommendation of the Nomination and Remuneration Committee the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

ii. Composition of the Nomination and Remuneration Committee:

Composition of Nomination and Remuneration Committee is as follows:

Name Category Designation
1. Phoolshankar Murlidhar Shrimali Non-Executive, Independent Director Chairman
2 Sunil Krishnarao Deshpande Non-Executive, Independent Director Member
3 Poonam Bhati Non-Executive, Independent Director Member
4 Shivchand Sharma Non-Executive, Non-Independent Director Member

The Company has Nomination and Remuneration policy, which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is hosted on the Companys Website at: http://innovators.in/investors-corner/

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Provisions of Section 178 of the Companies Act, 2013 during the Financial Year under review, the Stakeholders Relationship Committee met two times on 25th August, 2018 and 06th November, 2018.

i. Terms of Reference/Policy:

Apart from all the matters provided under Section 178 of the Companies Act, 2013, the Stakeholder Relationship Committee reviews the complaints received from the stakeholders of the Company as and when required and discusses their findings, suggestions, observations and other related matters.:

ii. Composition of the Stakeholder Relationship Committee

Composition of Stakeholder Relationship Committee is as follows:

Name Category Designation
1. Phoolshankar Murlidhar Shrimali Non-Executive, Independent Director Chairman
2 Sunil Krishnarao Deshpande Non-Executive, Independent Director Member
3 Poonam Bhati Non-Executive, Independent Director Member
4 Radheshyam Sharma Managing Director Member

V. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 during the year One Corporate Social Responsibility Committee Meeting was held by the Company on 25th April, 2018. The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as “Annexure III” to this report.

i. Terms of Reference/Policy:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 the Company has constituted Corporate Social Responsibility Committee and framed a policy on Corporate Social Responsibility.

Responsibility Committee:

ii. Composition

Composition of Corporate Social Responsibility Committee is as follows:

Name Category Designation
1. Mr. Radheshyam Sharma Managing Director Chairman
2. Mrs. Anjana Sharma Whole Time Director Member
3. Mr. Shivchand Sharma Non-Executive, Non -Independent Director Member
4 Mr. Phoolshankar Murlidhar Shrimali Non-executive, Independent Director Member

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR policy of the Company is available on the Companys web-site and can be accessed in the link provided herein http:// innovators.in/investors-corner/

VI. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received and taken on record the declarations received from the Independent Directors of the Company in accordance with the Section 149(6) of the Companies Act, 2013.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, pursuant to Schedule IV of the Companies Act, 2013 and the

Rules made thereunder all the Independent Directors of the Company met once without the attendance of Non-Independent Directors and Members of the Management.

The Non-Executive, Independent Directors of the Company met on 29th March, 2019. During the said meeting, the following points were discussed:

• The performance of Non-Independent Directors and the Board as a whole.

• The performance of the Chairman of the Company taking into account the views of Executiv Executive Director and Non- Directors.

• The quality, quantity and timeliness of flow of information between the Company management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.

All the Non-Executive, Independent Directors were present throughout the meeting. They expressed their satisfaction on the governance process followed by the Company as well as the information provided to them on a timely basis.

17. VIGIL MECHANISM POLICY:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 established Vigil Mechanism Policy - Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Companys website at: http://innovators.in/investors-corner/

18. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management Policy for all its business divisions and corporate functions and the same have embraced in the decision making to ease the risk involved. Key business risks and their mitigation are considered in day-to-day working of the Company and also in the annual/ strategic business plans and management reviews.

19. PERFORMANCE EVALUATION:

Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework under which evaluation of the performance of Board as a whole, its committees and the individual directors was carried out. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director. The Nomination and Remuneration Committee has approved the Policy relating to evaluation of evaluation every directors performance. Accordingly, of all directors was carried out.

20. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the 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 Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

21. PARTICULARS OF EMPLOYEES:

The Company had 224 employees (on a standalone basis) as of March 31, 2019. The information pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company will be provided on request. In the terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding particulars the information on employees which is available for inspection by members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may request to the Company Secretary in advance.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required pursuant to the provisions of Schedule V of the SEBI Listing Regulations forms part of this Annual Report.

23. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

i. STATUTORY AUDITOR:

At the Annual General Meeting of the Company, M/s. S G C O & Co LLP, Chartered Accountants, Mumbai (Firm Registration Number 112081W/W100184), were appointed as statutory auditors of the Company for a term of five years [i.e., till the conclusion of Annual General Meeting to be held in Financial Year 2021-2022].

M/s. S G C O & Co LLP., have confirmed that they are within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

ii. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH 2019:

The auditors report for the financial year ended 31st March, 2019 does not contain any qualification, reservation or adverse remark and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

iii. FRAUD REPORTING:

During the year under review, there were no instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

24. SECRETARIAL AUDITOR:

The Secretarial Auditor, Ms. Priti Jajodia, Company Secretary in practice, (COP No. 19900), has issued Secretarial Audit Report for the Financial Year 2018-19 pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as “Annexure IV” and forms part of this Report.

The said Secretarial Audit Report does not contain any qualification, reservation, adverse remarks and disclaimer.

25. INTERNAL AUDITOR:

During the financial year the Company has appointed M/s. D. Y. & Associates, Chartered Accountants (Firm Registration Number 141274W), as Internal Auditors of the Company as per the provisions of Section 138 of Companies Act, 2013. The Report of Internal Auditor was yearly reviewed by Audit Committee.

26. COST AUDITOR:

During the financial year the Company has appointed M/s. Y. R. Doshi & Co., Cost Accountants, Mumbai (FRN: 000003), as Cost Auditor of the Company as per the provision of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2020.

A resolution regarding ratification of remuneration payable to M/s. Y.R. Doshi & Co., Cost Accountants, forms part of the Notice convening the 20th Annual General Meeting of the Company.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

a) Conservation of Energy:

Steps taken for conservation Steps taken for utilizing alternate sources of energy The Company lays great emphasis on saving energy. Achieving reductions in energy consumption is an ongoing exercise in the Company. Effective measures have been taken to minimize the loss of energy, wherever possible.
Capital investment on energy conservation equipments
b) Technology Absorption:
Efforts made towards technology absorption Benefits derived like product improvement, cost reduction, product development or import substitution Considering the nature of activities of the Company, there is no requirement with regard to technology absorption.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Details of technology imported Nil
Year of import Not Applicable
Whether the technology has been fully absorbed Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof Not Applicable
Expenditure incurred on Research and Development Nil

c) Foreign Exchange Earnings and Outgo:

(Amount in Rs. )

Particulars Financial Year 2018-19 Financial Year 2017-18
Actual Foreign Exchange earnings NIL NIL
Actual Foreign Exchange outgo 1 ,23,08,904 3,81,22,691

28. DEPOSITS:

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of deposit by Companies) Rules, 2014.

29. 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. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, your Directors further state that there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

i) That in the of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) That such accounting policies selected and applied them consistently and made judgments and that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

iii) That 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;

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

v) That proper internal financial controls have been laid down and that such controls are adequate and are operating effectively.

vi) That proper systems to ensure compliance with the provisions of all applicable laws and that such systems operating were adequate and effectively.

32. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: I. Issue of equity shares with differential rights as to dividend, voting or otherwise. II. There is no change in the nature of the business of the company III. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

IV. Neither the Managing Director nor the Whole -time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

V. The Company has not bought back its shares, pursuant to the provisions of Section 68 of Companies Act, 2013 and Rules made thereunder.

33. GREEN INITIATIVE:

Electronic copies of the Annual Report (2018-19) and the Notice of the 20th AGM are sent to all members whose email addresses are registered with the Company / Depositary Participant(s). For members who have not registered their email addresses, Physical copies are sent in the permitted mode.

34. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thanks all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

Date : 20th August 2019 For and on behalf of the Board
Place : Thane
Regd. Office : 204, B-65, Sector No. 1, (Radheshyam Sharma) (Anjana Sharma)
Shanti Nagar, Mira Road (East), Managing Director Whole-time Director
Thane-401107. DIN: 00340865 DIN: 00360233