Neycer India Ltd Management Discussions.

A detailed analysis of the company s progress and future outlook is separately discussed in the Management Discussion and Analysis Report, is appended to and forms part of the annual Report.

DEPOSITS FROM PUBLIC

The company has not accepted any deposits form public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the Balance sheet.

CORPORATE GOVERNANCE REPORT

The company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements, set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement and the Auditor s certificate regarding compliance of conditions of Corporate Governance are part of this Annual Report as Annexure III.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors comprises of the One Whole-time Director and Three Independent / Non - Executive Directors out of which one is woman Director.

Retirement by Rotation: Mr. Y Mohan Prasad, shall retire by rotation at the forthcoming AGM and is eligible for re-appointment and he offers himself for re-appointment. Brief profile is mentioned in the Notice of forthcoming Annual General Meeting of the company.

Pursuant to the provisions of Section 203 of the Companies Act 2013, the following are the Key Managerial Personnel:

Mr. G R Ananthakrishnan - Chief Financial Officer

Mr. G Raghavan- Company Secretary

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

Company s policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed at Annexure I in the prescribed form MGT-9 and forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS:

All independent Directors have been declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act 2013 which has been relied on by the Company and placed at the Board Meeting of the Company.

PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Audit and Nomination & Remuneration Committees and the same as based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

A structured questionnaire was prepared after taking into a consideration inputs received from the Directors, covering various aspects of the Board s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per the Companies Act, 2013 companies having a net worth of Rs.500 Crores or more, or a turnover of Rs.1,000 Crores or more or a net profit of Rs.5 Crores or more during any financial year are required to constitute a CSR Committee.

Your company is not having the above said net profits, net worth or turnover and therefore constituting of a CSR committee in accordance with the provisions of section 135 of the Act does not arise.

MATERIAL ORDERS PASSED BY THE REGULATORS, COURT, TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your company except Adjudication order passed by SEBI by imposing penalties. Your company had appealed against the order of SEBI and order has been passed in this regard, reducing the penalty amount.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in the Section 134 (3) (c) of the Companies Act, 2013, the Board to the best of its knowledge and belief and according to the information and explanation obtained by it confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting standards had been followed and there were no material departures there from;

b) the Directors had 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 12 months period ended on 31st March, 2019 and of the profit of the Company for that period;

c) the Directors 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) The Directors had prepared the Annual Accounts on a going concern basis;

e) They have laid down internal financial controls, which are adequate and are operating effectively;

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

ACKNOWLEDGEMENTS

The Directors thank the various Departments of the Central and State Governments, the Bankers of the Company for the support and cooperation extended throughout the year.

For and on behalf of the Board of Directors,

Director

Date: 14.08.2019

Place: Chennai.