Neo Infracon Ltd Management Discussions.

Your Directors are pleased to present the Management Discussion and Analysis Report for the year ended 31stMarch, 2020.

The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI). Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy. The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments, events or otherwise. The management of the company is presenting herein the overview, opportunities and threats, initiatives by the Company and overall strategy of the company and its outlook for the future. This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country.

Segment-wise Performance

The Company operates in only one segment for real estate construction and development activities. The Business Segments has been identified in accordance with Accounting Standard.

Risk & Concerns

In todays complex business environment, almost every business decision requires executives and managers to balance risk and reward. Effective risk management is therefore critical to an organizations success. Globalization with increasing integration of markets, newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management. Timely and effective risk management is of prime importance to our continued success. The sustainability of the business is derived from the following:

i. Identification of the diverse risks faced by the company.

ii. The evolution of appropriate systems and processes to measure and monitor them.

iii. Risk Management through appropriate mitigation strategies within the policy frame work. iv. Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review.

v. Reporting these risk mitigation results to the appropriate managerial levels.

vi. There is the risk of loss from inadequate or failed systems, processes or procedures. These may be attributed to human failure or technical problems given the increase use of technology and staff turnover. Your company has in place suitable mechanisms to effectively reduce such risks. All these risks are continuously analyzed and reviewed at various levels of management through an effective information system.

Green Initiative

Pursuant to MCA circulars in wake of spread of pandemic COVID 19, the Annual Report 2019-20 will only be sent through electronic modes to those shareholders whose email IDs are registered. The Shareholders are requested to register their e mail IDs with the Registrar and Share Transfer Agent of the Company to support the Green Initiative of the Company if the shares are held in physical form and with their Depository Participants where the shares are held in demat form. As a part of Green Initiative and larger reach the Annual Report of the Company and all major corporate communication would be uploaded on the Companys website.

E-voting

Pursuant to the provisions of the Companies Act, 2013 read with rules made there under and the Listing Obligations, the Company has been with the assistance of National Securities Depository Limited (NSDL) providing remote (India) evoting (voting from a place other than the venue of the Annual General Meeting) to its shareholders .The facility of E-voting can be availed by all the Shareholders having their shares in dematerialized form as well as in physical form. Detailed procedure for e-voting is mentioned in the Notes to the Notice of the 37th Annual General Meeting of the Company.

Opportunities and Threats

Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are:

I. Clients are more comfortable with uniform high quality and quick service and process across the enterprise.

II. There are good prospects for expanding further activities in this direction.

III. The company is also facing server competition from other Real estate companies Some of the key changes in the industry unfavorable to the company are: Heightened competition Increasing Compliances Attraction and retention of human capital Regulatory changes

Internal Control Systems and their Adequacy

Internal control systems are embedded in the processes across all functions in the Company. These systems are being regularly reviewed and wherever necessary are modified or redesigned to ensure better efficiency and effectiveness. The systems are subjected to supervision by the Board of Directors and the Audit Committee, duly supported by Corporate Governance. Company Complies with all Applicable statutes, policies, procedures, listing requirements and management guidelines. It Adheres to applicable accounting standards and polices.

Human Resources

I. The Management believes in maintaining cordial relations with its employees. The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements.

II. The Company provided excellent working environment so that the individual staff can reach his/her full potential.

III. The Company is poised to take on the challenges and march towards accomplishing its mission with success.

IV. The Company maintained good Industrial / Business relation in market which enhanced the creditworthiness of the Company.

Cautionary Statement:

Statement in the Management Discussion and Analysis describing the Companys objectives exceptions or predications may be forwards looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Several factors could make significant difference to the companys operation. These include climatic conditions and economic conditions affecting demand and supply, government regulations and taxation, natural calamities etc. over which the company does not have any control.

Certificate by Chief Executive Officer (CEO) and Chief Financial Officer (CFO) (Pursuant to Regulation 17(8) of the SEBI (LODR) Regulations 2015

(a) We have reviewed financial statements and the cash flow statement for the year ended 31stMarch 2020and that to the best of our knowledge and belief;

1) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

2) These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) No transaction is entered into by the company during the year which is fraudulent, illegal or violative of the Companys Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit Committee:

1) Significant changes in internal control over financial reporting during the year.

2) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

3) Instances of significant fraud of which we have become aware and the involvement there in, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

For Neo Infracon Limited

Dilip Mehta Chief Financial Officer

For Neo Infracon Limited

Ankush Mehta

Chairman & Managing Director

Place: Mumbai

Date: 27/07/2020

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

{This Certificate is being issued in pursuance with Para 3(x)(c)(iii) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018}

We have examined and verified the records of the Board of Directors available and maintained on the online portal of Ministry of Corporate Affairs of NEO INFRACON LIMITED (hereinafter known as

"the Company"), having its Registered Office at 52/52-A,Nanubhai Desai Road, 9,Mulji Thakarsi Building, Sindhi Lane, Mumbai 400004, Maharashtra, India incorporated vide its Company Registration Number L65910MH1981PLC248089 on 09th June, 1981 under the jurisdiction of Registrar of Companies, Mumbai, Maharashtra.

On the basis of examination and verification, we hereby state that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as the directors of companies by the Securities and Exchange Board of India / MCA or any such statutory authority. The Board of Directors of the Company comprises of 6 (six) Directors and the Board is composed as follows:

Sr. No. Name of Director DIN Type of Director Date of Appointment Status of the Director
1 Rajen Bachubhai Mehta 01967225 Independent director 08/01/2009 Active
2 Ankush Naresh kumar Mehta 06387976 Managing Director 31/03/2014 Active
3 VarishaKanungo 07152423 Independent Director 31/03/2015 Active
4 Bhavik Naresh Mehta 07633644 Non-Executive Director 30/05/2019 Active
5 Nilesh Milapchand Jain 08077578 Independent Director 26/03/2018 Active
6 Rahul Ramesh Kanungo 08117162 Independent Director 26/03/2018 Active

This Certificate is being issued at the request of the Company for the rightful compliance with Para 3(x)(c)(iii) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.

Place: Mumbai For VKM & Associates
Date:04/09/2020 Vijay Kumar Mishra
Practicing Company Secretary
Memb.No :F 5023
CP No. : 4279
UDIN :F005023B000660337

CERTIFICATE ON COMPLIANCE WITH THE CODE OF CONDUCTFOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENTPERSONNEL

To,

The Shareholders of Neo Infracon Limited,

I hereby confirm that, as per the provisions of Clause 49 of the Listing Agreement executed with the Stock Exchanges, all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the "Code of Conduct for the Board of Directors and the Senior Management Personnel", for the financial year 2019-20.

For NEO INFRACON LIMITED

ANKUSH MEHTA Chairman & Managing Director

Place: Mumbai

Date: 27/07/2020