Mask Investments Ltd Directors Report.

To

The Members

MASK INVESTMENTS LIMITED

Your directors have pleasure in presenting their 27th Annual Report together with the Audited Financial Statement for the Financial Year ended on 31st March, 2018.

FINANCIAL RESULT AND PERFORMANCE:

Amount (In Rupees)
Particulars 2018-19 2017-18
Revenue from operations 13,03,926 1,074,863
Other Income 375,676 3,183,860
Total Revenue 167,960 4,258,723
Total Expenditure 1,562,535 2,218,145
Profit / (Loss) Before Taxation 117,066 2,040,577
Exceptional Item:(Loss on sale of forfeiture of shares) - -
Interest on I.T. Refund - -
Less: Provision For Taxation
- Current - 317,247
- Deferred - -
- Prior Period Income Tax Exp. 23,017 -
Net Profit For The Year 94,049 1,723,330
Contingent provision as per RBI prudential Norms - (17,325)
Net profit for the year 94,049 1,740,655
Earnings per share (Basic & Diluted) 0.03 0.57

1. State of Companys Affairs

The total Revenue of the Company during the year was Rs. 1.67 Lakhs against Rs.42.58 Lakhs in the previous financial year. The total expenditure during the year was Rs.15.62 Lakhs against Rs.22.18 Lakhs in the previous financial year. The profit before tax for the year under review recorded to Rs.1.17 Lakhs compared to Rs.20.40 Lakhs in the previous financial year and the profit after tax for the year under review recorded to Rs.0.94 Lakhs compared to Rs.17.23 Lakhs in the previous financial year.

2. DIVIDEND

With a view to conserve the resources for the Companys business operations, your Directors have deemed it prudent not to recommend any dividend for the year ended 31st March 2018 and to plough back the profit for further progress of the company.

3. EXTRACT OF ANNUAL RETURN

In compliance of section 92(3), section 134(3)(a) and Rule 11 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return has been annexed with this report in Form MGT-9 as Annexure – 1 and also available on the website of the Company i.e www.maskinvestments.com

4. TRANSFER TO RESERVES

For the financial year ended 31st March, 2019 the Company had transferred Rs.21.93 lakhs to Statutory Reserves. And Company transferred the remaining amount of profit of Rs.0.94 lakhs to Profit and Loss Accounts of the Company.

5. SHARE CAPITAL

The Paid up equity share capital as on March 31, 2019 was Rs.305.15 Lakhs divided into 30,51,500 equity shares of Rs. 10/- each. During the year under review, the Company has neither issued any shares/convertible warrant nor has granted any stock options and nor sweat equity.

6. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has NO subsidiaries and Associates as on March 31, 2019. Hence, Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries/ Associate Companies and Joint Ventures in Form AOC-1 is Not Applicable for Financial year ended 31st March, 2019.

7. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the company, together with a certificate from Mr. Dhiren R. Dave, Company Secretary in Practice, confirming compliance and Management Discussion Analysis Report forms an integral part of this Annual Report.

Further, previously the Company was voluntarily filing the Corporate Governance report and our company is not required to submit the Corporate Governance Report in terms of Regulation 27(2) of SEBl (Listing Obligation and Disclosure Requirement) Regulations 2015, as the paid up equity share capital of the Company is not exceeding rupees ten crore and networth not exceeding rupees twenty five crore, as on the last day of the previous financial year. Intimation has been given to respective stock exchange for the same.

8. FIXED DEPOSITS:

During the year under review the company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

9. DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder.

10. DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Mr. Naresh Saboo (holding DIN No. 00223350),will retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The details of the aforesaid directors, his expertise in various functional areas as required to be disclosed under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, forms a part of the Notice of the ensuing Annual General Meeting.

11. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. The performance of the Board / Committee was evaluated after seeking inputs from all the Directors / Committee members on the basis of the defined criteria including composition and structure, effectiveness of meetings, information and functioning. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated, on the basis of relevant knowledge, expertise, experience, devotion of time and attention to companys long term strategic issues and understanding of duties, roles and function as Independent Director. The Directors expressed their satisfaction with the evaluation process.

12. NUMBER OF MEETINGS HELD

The Board met five times during the financial year, the details of which are given below. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the Listing Regulations.

13. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters provided under sub section (3) of section 178 of the Companies Act 2013. The Companys Remuneration Policy for directors, Key Managerial Personnel and other employees is annexed as Annexure - 2 to the Directors Report and also available on Companys website www.maskinvestments.com.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is also posted on the Companys website www.maskinvestments.com.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has formulated a familiarization program for the Independent Directors to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of such program are available on the Companys website www.maskinvestments.com.

16. COMPOSITION OF KEY MANAGERIAL PERSONNEL (KMP)

The Company has the following KMP;

Name Designation Date of appointment Date of resignation
Mrs. Madhu Narayan Saboo Managing Director 18/01/2017 --
Mrs. Ayushi M. Saboo CFO 15/09/2016
Ms. Shiwani Churiwal Company Secretary 01/10/2016 25/08/2018
Miss. Sanju Patel Company Secretary 25/08/2018 --

17. COMPOSITION OF AUDIT AND NOMINATION & REMUNERATION COMMITTEE

The Audit Committee comprises of Mr. Harmil Shah (Chairman), Ms. Payal Loya (Member) and Mrs. Madhu Saboo (Member).The Nomination and Remuneration Committee comprises of Ms. Payal Loya (Chairperson), Mr. Harmil Shah (Member) and Mr. Sachin Jain (Member).Brief details on the committee are given in the Corporate Governance Report. All the recommendations of the audit committee are accepted by the Board.

18. DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013 that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors 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 at the end of the financial year and of the profit of the Company for 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 this 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; and

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;

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.

19. STATUTORY AUDITORS:

M/s. Rajendra Sharma & Associates, Chartered Accountants, (Firm Registration No. 108390W) were appointed as Auditors of the Company, by the members to hold office for a term of five (5) consecutive years commencing from Financial year 2017-18 up to Financial year 2021- 22, from the conclusion of 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting of the Company (Subject to ratification of their appointment by the Members at every Annual General Meeting) However pursuant to companies Amendment Act 2017 which was notified on 7th May 2018 the provision related to ractification of appointment of auditors by members at every AGM has been done away with.

In view of the above, ratification by the Members for continuance of their appointment at this AGM is not being sought. The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

21. SECRETARIAL AUDIT

Mr. Dhiren R Dave, Surat, Practising Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2018-19, as required under Section 204 of the Companies Act, 2013 read with rules framed there under. The Secretarial Audit Report for F.Y 2018-19 is annexed as Annexure - 3 to the Directors Report. Explanations with regard to observation made in Secretarial Audit Report:

1. Company has received an Order dated 18.07.2018 from Reserve Bank of India for Cancellation of NBFC Registration Certificate in terms of Section 45-IA (6) the Reserve Bank of India Act, 1934.

RBI during the year vide its order dated 18th July, 2018 received on 19th July, 2018, due to non-attainment of Net Operating Funds requirement as per RBI Act 1934 and in future the company wishes to apply for fresh certificate of registration after attainment of Net Operating Fund as per RBI Act 1934. The company has surrendered its Certificate of registration on 18th January, 2019.

2. On Cancellation of Registration as NBFC all loans and advances given by the company are covered under section 186 of the Companies Act, 2013 and necessary compliance were pending till end of the period covered under Review.

In respect to all loans and advances given under section 186 of the Companies Act, 2013, the Company was formerly registered as NBFC and this section was not applicable to the Company. Further as and when the Company surrendered its Certificate of NBFC vide RBI order, the section became applicable on our Company. The Board as soon as became aware of the Compliances to be taken in respect to the said section proposed the resolution subject to approval of members in the ensuing Annual General Meeting. Our Company taking all the necessary steps in respect to compliances to be made in this regard.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company doesnt fall under the ambit of Section 135 (1), hence, Corporate Social Responsibility policy is not applicable to the Company.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE

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

24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The transactions with related parties as per requirements of Accounting Standard (AS-18) – Related Party Disclosures are disclosed in Note No. 19 of Notes to Accounts in the Annual Report. All Related Party Transactions, if any, are placed before the Audit Committee and also to the Board for approval. Omnibus approval, if required, was obtained for transactions which are of repetitive nature. The policy on materiality of Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company www.maskinvestments.com. None of the Directors/KMP has any pecuniary relationship or transactions vis--vis the Company.

25. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company by way of Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and mitigating risks associated with the business. The policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In todays challenging and competitive environment, strategies for mitigating inherent risks associated with

Business and for accomplishing the growth plans of the Company, are imperative. The common risks inter alia are risks emanating from; Regulations, Competition, Business, Technology obsolescence, Investments, retention of talent, finance, politics and fidelity. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. The Risk Management Policy is also hosted on the Companys website www.maskinvestments.com.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no such major material changes and commitments occurred, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

27. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Companys internal control system is commensurate with its size, scale and complexities of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

28. LISTING OF SHARES AND LISTING FEES

The Equity Shares of your Company are listed on the National Stock Exchange of India Limited. The Company has paid annual listing fees to the stock exchanges for the financial year 2019-20.

29. REMUNERATION AND PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - 4 to the Directors Report.

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

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the particulars relating to conservation of energy, technology, absorption and foreign exchange earnings and outgo is - not applicable to the Company.

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

The Company has an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors further state that during the year under review, No compliant was received from any employee during F.Y 2018-19 and hence no complaint is outstanding as on 31st March, 2019 for redressal.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, RBI during the year vide its order dated 19th July, 2018 due to non-attainment of Net Operating Funds requirement as per RBI Act 1934 and in future the company wishes to apply for fresh certificate of registration after attainment of Net Operating Fund as per RBI Act 1934. The company has surrendered its Certificate of registration on 18th January, 2019.

33. ACKNOWLEDGMENT:

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board of Directors
For Mask Investments Limited
Sd/-
(Madhu Saboo) Date: August 13, 2019
Managing Director Place: Surat