Mukesh Babu Financial Services Ltd Directors Report.

TO THE MEMBERS,

Your Directors have pleasure in presenting the Thirty-Fifth Annual Report on the business, operations and state of affairs of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended 31st March 2020:

1. FINANCIAL HIGHLIGHTS

The Companys standalone and consolidated financial performance under review along with previous years figures is given hereunder:

Particulars Current Year Previous Year Current Year Previous Year
Standalone Standalone Consolidated Consolidated
2019-2020 2018-2019 2019-2020 2018-2019
Income From Operations 27,90,45,167 11,19,38,394 27,27,47,517 10,61,38,460
Other Income 9,29,968 9,34,105 15,39,80,794 9,28,94,073
Total Income 27,99,75,135 11,28,72,499 426728311 19,90,32,533
Profit before Interest, Depreciation & Tax 13,62,25,343 10,22,82,011 20,07,28,644 15,06,45,232
Less : Interest 8,98,36,005 6,33,26,767 9,40,73,493 10,02,00,558
Profit Before Depreciation & Income Tax 4,63,89,337 3,89,55,244 10,66,55,151 5,04,44,674
Less : Depreciation 8,04,207 8,61,228 18,96,638 16,24,483
Profit After Depreciation and Interest 4,55,85,130 3,80,94,016 104758513 48820191
Less: Current Income Tax 80,05,748 30,04,822 1,81,30,748 41,45,919
Less: Deferred Tax (6,11,234) (13,33,600) (4,89,828) (14,17,850)
Net Profit After Taxation 3,81,90,616 3,64,22,794 8,71,17,593 4,60,92,122
Less: Transfer to Non-Controlling Interest - - 2,37,44,600 46,78,020
Less: Dividend 83,65,080 83,65,080 83,65,080 83,65,080
Less: Dividend Distribution Tax 17,19,467 17,19,467 17,19,467 17,19,467
Less: Transfer to Statutory Reserve 76,38,123 72,84,559 76,38,123 72,84,559
Less: Provision for Standard Assets 15,67,737 4,72,589 15,67,737 4,72,589
Balance carried to Balance Sheet 1,89,00,209 1,85,81,099 4,40,82,586 2,35,72,407
Earnings Per Share (Basic/Diluted) 5.48 5.22 12.50 6.61

2. TRANSFER TO RESERVE

A sum of Rs.76,38,123/- has been transferred to Special Reserve during the year. Your Company does not propose to transfer any amount to General Reserve out of the amounts available for appropriation and an amount of Rs.1,89,00,209/- is proposed to be retained in the Profit & Loss account.

3. DIVIDEND

The Board of Directors has recommended a dividend of Re.1.20(Rupee One and Twenty Paise Only) per equity share on face value of Rs.10/- (Rupees Ten each) i.e.12% for the financial year ended 31st March 2020.

The payment of dividend is subject to approval of Members at the forthcoming Annual General Meeting (AGM), would result in a Dividend outflow of Rs.83,65,080/-.

Pursuant to the amendments introduced by the Finance Act, 2020 the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders w.e.f. 1stApril 2020. No tax will be deducted on payment of dividend to the resident individual shareholders if the total dividend paid does not exceed Rs.5,000/- The withholding tax rate would vary depending on the residential status of the shareholder and documents registered with the Company.

Dividend will be paid to those Members whose names appear in the Register of Members as on 18th September 2020.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March 2020 is Rs.6,96,75,000/-. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.

The Companys equity share capital is listed on BSE Limited. The shares are actively traded on BSE and have not been suspended from trading.

5. PERFORMANCE REVIEW

During the year under review Income from Operations increased from Rs.1,119.38 Lakh to Rs.2,790.45 Lakh (Increase of 149.29%). Profit before Interest, Depreciation and Tax increased from Rs.1,022.82 Lakh to Rs.1,362.25 Lakh to (Increase of 33.19%) and Profit after Tax increased from Rs.364.23 Lakh to Rs.381.91 Lakh to (Increase of 4.85%) Provision for taxation for the year is Rs.73.95 Lakh (including Deferred Tax Provision) as compared to Rs.16.71 Lakh in the previous financial year.

6. INDIAN ACCOUNTING STANDARD (IND AS):

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

The financial statements of the Company are prepared in compliance with the Companies Act, 2013 and “Indian Accounting Standard (Ind AS). In accordance with the Companies (Indian Accounting Standards), Rules, 2015 of the Companies Act, 2013, the Company has been following the Indian Accounting Standards (Ind AS) for preparation of its financial statements from 01st April, 2019. Significant accounting policies used for the preparation of the financial statements are disclosed in the notes to the financial statements.

7. PERFORMANCE OF SUBSIDIARY COMPANIES

During the year under review the Company has only one subsidiary - Mukesh Babu Securities Limited (CIN:U67120MH1994PLC076455) and the Highlights of the financial performance during Financial Year 2019-20 are as follows:

As on 31st March2020, the Authorised & Paid up Share Capital of the Subsidiary Company is Rs.500,00,000/- (Rupees Five Crores Only). The net profit of the Company for the year ended 31st March 2020 is Rs.489.27 Lakh as compared to net profit of Rs.96.69 Lakh in previous year.

Accounts of Subsidiary:

The Consolidated Financial Statements of the Company are prepared in accordance with the provisions of Section 129(3) of the Companies Act, 2013 and as per the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

Pursuant to proviso (b) to Section 136(1) of the Companies Act, 2013, a copy of the Audited Financial statements for the year ended 31st March 2020 alongwith the Reports of the Board of Directors and the Auditors of the Companys subsidiary- Mukesh Babu Securities Limited shall be furnished to any shareholder on demand.

These are also available for inspection at the Registered Office of the Company and are also being posted on the Companys website www.mukeshbabu.com

8. CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) and applicable provisions of Companies Act, 2013 (“the Act”), the Consolidated Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards and forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of The Companies (Accounts) Rules, 2014, Statement containing salient features of the Financial Statements of subsidiary is annexed to this report as Annexure -A.

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

There are no material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year to which these financial statements relate and the date of this report, other than at macro-level situation of economic instability on account of the prevailing pandemic of COVID-19.

10. COVID

The outbreak of COVID-19 pandemic globally and in India is causing significant disturbance and slowdown of economic activity. India announced country-wide strict lockdown since the last week of March 2020 and such measures continue to be in force till date in gradually relaxed form. The Companys operations have been classified as ‘essential and the Company has been permitted to operate under the lockdown guidelines. However, measures taken by the Government of each country to contain the spread of the virus, including travel bans, quarantines, social distancing and closure of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown including in India.

11. PUBLIC DEPOSITS

No disclosure is required for the year under review since the Company has neither accepted nor renewed any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 pertaining to investment and lending activities is not applicable to the Company since the Company is a Non- Banking Financial Company registered with the Reserve Bank of India. The details of loan given, investments made and guarantees and security provided during the financial year are furnished in the Notes to the financial statements.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions/contracts / arrangements entered by the Company during the financial year were on an arms length basis and were carried out in the ordinary course of business.

All related party transactions were placed before the Audit Committee for their approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of repetitive nature. The transactions entered into pursuant to the omnibus and specific approvals are reviewed periodically by the Audit Committee.

There were no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which have a potential conflict with the interest of the Company at large.

In accordance with the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015the Company has formulated a Policy on Materiality of Related Party Transactions and a Policy on dealing with Related Party Transactions. The Policy is available on the Companys Website at www.mukeshbabu.com

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on Materiality of Related Party Transactions. The Company has made full disclosure of transactions with the related parties as set out in Note 34 of Standalone Financial Statements, forming part of the Annual Report.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

The particulars as required under Section 188 of the Companies Act, 2013 are furnished in Form AOC-2 which is annexed as Annexure - B to this report.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 the CSR provisions were applicable to our Company in the previous year i.e. the financial year 2018-19, wherein the Company made a contribution towards CSR amounting toRs.10,52,000/-.

The CSR initiatives undertaken by the Company were mainly focused on providing education especially among children, women, elderly and the differently-abled; eradicating hunger, poverty and malnutrition; promoting health care.

However, for the financial year under review 2019-20 these provisions of CSR are not applicable to the Company.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size of its operations and nature of its business activities. M/s. V. R. Pandya & Co., Chartered Accountants, the Internal Auditor of the Company monitors and evaluates the efficacy and adequacy of its internal control system, its compliance with operating systems, accounting procedures and policies of the Company.

16. RISK MANAGEMENT

The Company being a Non- Banking Financial Company is regulated by Reserve Bank of India (RBI) and the Board of Directors of the Company has constituted the Risk Management Committee to frame, implement and monitor the Risk Management Policy of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency. The policy is available on the Companys website at www.mukeshbabu.com

17. WHISTLE BLOWER POLICY / VIGIL MECHANISM

As required under Regulation 22 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective Whistle Blower Policy to deal with the instances of fraud and mismanagement. The details of the policy are enumerated in the Corporate Governance Report. The policy is available on the Companys website at www.mukeshbabu.com

The policy provides for adequate safeguard against the victimization of the employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The functioning of Vigil Mechanism is overseen by the Audit Committee. There was no instance of denial of access to the Audit Committee.

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

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has voluntarily set up an Internal Complaints Committee to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There has been no complaints filed or cases reported during the financial year ended 31st March 2020. The policy is available on the Companys website at www.mukeshbabu.com

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(a) Board of Directors:

Mr. Manishkumar Nagindas Shah and Mr. Bhavesh Doshi have been appointed as the Additional Directors under the category of Independent Director on the Board of Directors of the Company on 28th August 2020. The strength of the Board has increased from four Directors to six Directors namely:

Mr. Mukesh C. Babu, Chairman and Managing Director

As a Chairman and Managing Director, Mr. Mukesh C. Babu has always led from the front. He is always firmly committed to the way of working - building consensus and democratic processes. He has been serving the Company since its incorporation. He has extensive expertise and experience over 3 decades in the field of Capital Markets, Stocks & Shares, Investment Banking and Merchant Banking.

Mr. Pankaj Majithia, Independent Director

Mr. Pankaj Majithia is a Chartered Accountant by profession and a highly respected professional in corporate India and an Independent Director on the Board of Directors of the Company. He is a founder Partner of M/s. Majithia & Associates, Chartered Accountants and has vast experience in the field of Accounting, Audit, Finance, Taxation, Corporate Governance and Company Law. He is also Chairman of the Audit Committee, Stakeholders Relationship Committee, and Nomination & Remuneration Committee.

Mr. Vijay Vora, Independent Director

Mr. Vijay L. Vora is a business entrepreneur and an Independent Director on the Board of Directors of the Company. He has more than two decades of experience in Business. He is a Chairman of Corporate Social Responsibility Committee. He is a member of the Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee.

Mrs. Meena Mukesh Babu, Non-Executive Director

She is one of the Promoters of the Company and has been appointed as the Non-Executive Director of the Company with effect from 29th May, 2018. She is also the Managing Director of Mukesh Babu Securities Limited, Companys Subsidiary since 1997 and has extensive expertise and experience over 3 decades in the field of Stocks & Shares, Investment Banking and Merchant Banking. She is a member of the Nomination & Remuneration Committee.

Mr. Manishkumar Shah, Independent Director

Mr. Manishkumar Shah is a businessman with more than three decades of experience and is appointed as an Additional Director under the category of Independent Director on the Board of Directors of the Company on 28th August 2020. He has rich experience of more than two decades in the field of business. He is on the Board of several Companies having its business in manufacturing, trading, import/exports etc.

Mr. Bhavesh Doshi, Independent Director

He has more than three decades of experience in the field of capital markets, investment, with his keen and insightful perspective on the Indian Economy, Macro Economic conditions of Industry as a whole. He would be an asset to further the Companys advancements on the Investments front. He has been appointed as an Additional Director under the category of Independent Director on the Board of Directors of the Company on 28th August 2020.

(b) Appointment of Directors:

The Board has appointed Mr. Manishkumar Shah (DIN: 00233238) as an Independent Director on the Board of the Company at the Board Meeting held on 28th August 2020 with immediate effect. A Resolution is included in the Notice convening the Annual General Meeting seeking approval of the members for the appointment of Mr. Manish Kumar Shah as an Independent Director. The Board recommends his appointment.

Also, the Mr. Bhavesh Doshi (DIN:03194930) as an Independent Director on the Board of the Company at the Board Meeting held on 28th August 2020 with immediate effect. A Resolution is included in the Notice convening the Annual General Meeting seeking approval of the members for the appointment of Mr. Bhavesh Doshi as an Independent Director. The Board recommends his appointment.

The Company has received Notice in writing under Section 160 of the Companies Act, 2013 from its Members proposing their candidature for the office of Independent Director for tenure of 5 years.

The Company has also received their consent & intimation by Director pursuant to Section 164(2) and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 in Form DIR-8.

(c) Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mukesh Babu, Director (DIN:00224300) retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

(d) Key Managerial Personnel:

There has been no change in the Key Managerial Personnel (KMPs) of the Company since the last Annual Report.

Pursuant to the provisions of Section 203 of the Act read with the rules made there under, the following employees are the whole time key managerial personnel of the Company:

1. Mr. Mukesh Babu - Managing Director

2. Mr. Mahesh Thakar - Chief Financial Officer

3. Ms. Manasi Dalal - Company Secretary & Compliance Officer

20. BOARD AND COMMITTEES

During the year ended 31st March 2020, four Board meetings were held and the gap between two consecutive Board Meetings did not exceed 120 days and at least one meeting was held in each quarter.

The details of the constitution and meetings of the Board and its Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

21. INDEPENDENT DIRECTORS

(i) Declaration from Independent Directors

The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies

Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have their names registered in the Independent Directors Databank.

(ii) Criteria for Performance Evaluation

Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Companys operations and business and contribution at Board Meetings.

(iii) Details of Familiarization Programme

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every Independent Director on the Board is familiarized by the Executive Directors/ Senior Managerial Personnel about the Companys strategy, operations, organization structure, human resources, quality, finance and risk management at each Board Meeting before taking up the Agenda items for discussion.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the Companys website at www.mukeshbabu.com

22. EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 178(2) of the Companies Act, 2013 read with under Clause VIII of Schedule IV to the Companies Act, 2013and the requirements laid down under Schedule II on Corporate Governance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Nomination and Remuneration Committee has framed Policy for evaluation of performance of the Board, its committees and individual Directors. The Policy inter alia provides the criteria for evaluation of performance such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking and relationship with the stakeholders, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.

During the year under review, a meeting of Independent Directors was held on 30th May 2019 to carry out annual evaluation of the performance of the Board, its Committees and of individual directors. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

23. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SECTION 178 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Nomination & Remuneration Policy on directors appointment and remuneration criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178. The Nomination & Remuneration Policy of the Company is available on the Companys website: www.mukeshbabu.com.

24. POLICIES OF THE COMPANY

The Company is determined to maintain a good corporate governance practice and has a robust system for smooth and effective functioning of the Board. Various policies have been framed by the Board of Directors as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to follow a uniform system of procedures. These policies are periodically reviewed and updated by the Board of Directors of the Company from time to time. Following are some of the major policies adopted by the Company:

1. Code for Insider Trading Policy

2. Nomination & Remuneration Policy

3. Policy for determination of Material Subsidiary

4. Policy on materiality of Related Party Transactions

5. Policy on dealing with Related Party Transactions

6. Whistle Blower Policy

7. Document Retention and Archival Policy

8. Code for Directors and Senior Managerial Personnel

9. Policy on evaluation of Directors

10. Policy on prevention of Sexual Harassment of Women at Workplace

The aforementioned policies are available on the website of the Company and can be accessed at www.mukeshbabu.com

25. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their ability & knowledge hereby confirm that-

(a) in the preparation of the annual accounts for the year ended 31st March 2020, the applicable accounting standards have been followed from time to time and no material departures have been made from the same;

(b) they 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 31st March 2020 and of the profit and loss of the Company for that period;

(c) they had taken proper and sufficient care 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) they have prepared the annual accounts on a going concern basis;

(e) they, have laid down internal financial controls to be followed by the Company and that they are adequate and are operating effectively and

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

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

27. AUDITORS AND AUDITORS REPORT Statutory Auditors

At the 32nd Annual General Meeting of the Company held on 29th September 2017, the members of the Company appointed M/s. Chaitanya C. Dalal & Co., Chartered Accountants (FRN.101632W) as the Statutory Auditors of the Company for a term of period of 5 (five) years up to the conclusion of 37th Annual General Meeting to be held in year 2022. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditors Report annexed to the Financial Statements does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting 30th May 2019 appointed CS V. V. Chakradeo of M/s. V. V. Chakradeo & Co., Practicing Company Secretaries (FCS: 3382/ COP: 1705) to carry out the audit of secretarial records of the Company for the financial year 2019-20. The consent of the Secretarial Auditor to undertake the secretarial audit for the financial year ended 31st March 2020 has been received by the Company.

The Secretarial Audit Report is annexed to this report as Annexure - C.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

As required under the Regulation 24A of SEBI (Listing Obligations and Disclosure & Requirements) Regulations, 2015, the Secretarial Audit Report of Mukesh Babu Securities Limited, the material unlisted subsidiary of the Company for the financial year ended 31st March, 2020 is provided as Annexure - D.

Reporting of Frauds by Statutory Auditors

The Statutory Auditors of the Company have not reported any instances of fraud in the Company during the year under review as specified under the Section 143(12) of the Companies Act, 2013.

28. SECRETARIAL STANDARDS

The Directors state that the Company has duly followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively. The Secretarial Auditor in his Secretarial Audit report confirms the same.

29. ANNUAL RETURN

In compliance with section 92(3) of the Companies Act, 2013, the extract of Annual Return is given in the prescribed Form MGT-9 is provided under Annexure -E

30. COST RECORDS AND COST AUDIT

Maintenance of Cost Records and requirement of Cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013, is not applicable to our Company.

31. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

Pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, a Statement showing names & other particulars of the employees are provided under Annexure - F to this report.

During the year under review, the Company does not have any employee who is drawing remuneration of Rs.1,02,00,000/- per annum or Rs.850,000/- per month as stipulated in the Act and the rules made thereunder. Hence, there are no disclosures required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. CORPORATE GOVERNANCE

In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI (Listing Obligations and Disclosure & Requirements) Regulations, 2015, as applicable, the Corporate Governance Report is given in Annexure - G and forms part of the Annual Report. Auditors Certificate on Corporate Governance from Statutory Auditors of the Company is annexed in Annexure - H.

The Certificate on Compliance with Code of Conduct duly signed by the Managing Director of the Company for the year ended 31st March 2020 regarding compliance by the Board members and senior management personnel with Companys Code of Conduct is covered thereto.

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

The particulars regarding Conservation of Energy and Technology Absorption are not furnished since the Company is not a manufacturing entity.

During the financial year under review, the Company did not have any foreign exchange earnings and outgo.

34. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis is annexed to this Report as Annexure - I, forms the integral part of this report and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.

35. OTHER DISCLOSURES

The Company does not have any scheme or provision of money for the purchase of or subscription to its own shares by the employees/ Directors or by trustees for the benefit of the employees/ Directors.

36. ANNUAL REPORTS

The Company has published the statutory disclosures in the print version of the Annual Report along with the Notice of the AGM. Electronic copies of the Annual Report 2019-20 and Notice of the 35th Annual General Meeting are being sent through electronic mode to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, the Company has been exempted under the MCA Circulars and SEBI Circular dated 12th May 2020 for any physical delivery of AGM Notice and Annual Report of the Company.

Members may note that the Notice and Annual Report 2019-20 will also be available on the Companys website www.mukeshbabu.com, website of the Stock Exchange, i.e. BSE Limited at www .bseindia.com

37. MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATE

The Certificate from Mr. Mukesh Babu, Managing Director and Mr. Mahesh Thakar, Chief Financial Officer with regard to the financial statements and other matters as stated in the Compliance Certificate has been furnished, mandated under the Part B under the Schedule II on Corporate Governance under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in Annexure - J.

38. CERTIFICATION ABOUT DIRECTORS

None of the directors of the Company has been debarred or disqualified from being appointed or continuing as directors by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority. A Certificate to this effect, duly signed by a Practising Company Secretary is appended to this Report in Annexure - K.

39. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their gratitude for the valuable guidance and continued support extended by the Securities Exchange Board of India, Reserve Bank of India, Stock Exchanges, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, other government authorities, Banks and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mukesh Babu Meena Babu
Chairman & Managing Director Director
DIN: 00224300 DIN: 00799732
Date: 28thAugust 2020
Place: Mumbai