Salasar Techno Engineering Ltd Directors Report.

To,

The Shareholders of the Company

Your Directors are pleased to present the 19th Annual report of the Company together with Consolidated and Standalone Audited Financial Statements of the Company for the Financial Year ended on March 31, 2020.

1. FINANCIAL RESULTS:

The Companys financial performance, for the year ended March 31, 2020 is summarized below:

STANDALONE (Amount in Lakhs.)

CONSOLIDATED (Amount in Lakhs.)

Particulars 2019-20 2018-19 2019-20 2018-19
Revenue from operation 52,550.78 65,431.82 52,625.13 65,488.08
Other Income 171.29 86.31 171.29 86.31
Gross Revenue 52,722.06 65,518.13 52,796.42 65,574.39
Total Expenses 49,971.10 60,234.84 50,001.57 60,244.29
Profit before Depreciation, Exceptional items & Tax 3,250.15 5,743.48 3,294.04 5,790.29
Less: Depreciation 499.19 460.19 499.19 460.19
Less: Share of Net Profit of Investments using Equity Method - - - -
Exceptional Items - - - -
Profit before Tax 2,750.96 5,283.29 2,794.85 5,330.10
Less: Provision for Taxation
Current Tax 722.91 1,811.51 736.92 1,827.44
Deferred Tax (179.96) 175.53 (179.76) 175.53
Profit after tax (PAT) 2,207.81 3,296.24 2,237.69 3,327.13
Other Comprehensive Income (111.44) 37.42 (111.44) 37.42
Total comprehensive income 2,141.19 3,333.66 2,171.06 3,364.55
Add: Balance brought forward from Previous year 12,095.79 9,082.45 12,126.16 9,081.95
Surplus available for appropriation 14,236.98 12,416.11 14,297.22 12,446.50
Appropriations:
Dividend on Equity Shares 332.13 265.70 332.13 265.70
Tax on Dividend 67.78 54.62 67.78 54.62
Balance Carried to Balance Sheet 13,837.07 12,095.79 13,897.33 12,126.16
No. of Equity Shares 1,32,85,264 1,32,85,264 1,32,85,264 1,32,85,264
Earning per share (Basic) 16.62 24.81 16.84 24.81
Earning per Share (Diluted) 16.62 24.81 16.84 24.81

2. FINANCIAL PERFORMANCE:

During the year under review, your Companys Revenue from operations was Rs. 52,550.78 Rs. as against Rs. 65,431.82 Lakhs in the previous financial year at Standalone level. The Profit before Tax amounted to Rs. 2,750.96 Lakhs as against Rs. 5,283.29 Lakhs in the previous financial year. Companys Profit after comprehensive income was Rs. 2,141.19 Lakhs as compared to Rs. 3,333.66 Lakhs in the previous financial year. The Consolidated Revenue from operations amounted to Rs. 52,625.13 Lakhs as against Rs. 65,488.08 Lakhs in the previous financial year. The Profit before Tax amounted to Rs. 2,794.85 Lakhs as against Rs. 5,330.10 Lakhs in the previous financial year. Companys Profit after comprehensive income was Rs. 2,171.06 Lakhs as compared to Rs. 3,364.55 Lakhs in the previous financial year.

The performance and Financial position of the subsidiary companies are included in the Consolidated Financial Statements and presented in the Management Discussion and Analysis Report forming part of this Annual Report.

3. FUTURE OUTLOOK:

The Future outlook of the business of the Company in different segment is as under:-

A. Telecom

Mobile and Internet penetration

- The proportion of unique mobile subscribers to the total population is expected to reach around 63% in 2025 from 58% in July 2018.

- With the increase in the mobile phone penetration and reducing data costs in India, it is expected that the current internet user base that stands at 687 Mn might get doubled in the next 5 years.

5G Rollout Plans & 4G Penetration

- Increase in the 4G penetration to provide 4G access to ~80% of Indias mobile subscriber base by 2024.

- 5G rollout likely to attract ~USD 30 BnA in collective capital expenditures over a period of next 5 years by the top three telecom operators in India.

- With the positive outlook of the telecom sector it would be lucrative to move beyond traditional telecom business to wider digital consumer space like content and mobile banking solutions.

Government Initiatives that will provide a boost to the Telecom Infrastructure Segment

- The Government of India planned to roll out a new National Telecom Policy 2018 in lieu of rapid technological advancement in the sector over the past few years. The policy intends to attract investments worth USD 100 Bn in the sector by 2022.

- The Department of Information Technology intends to set up over 1 Mn internet-enabled common service centers across India as per the National e-Governance Plan.

B. POWER

Increase demand for Power Transmission Infrastructure Development

- Power consumption is estimated to reach up to 1,894.7 TW in 2022.

- Increased demand for power transmission infrastructure development due to increasing inter regional power demand - supply gap.

Government Initiatives

- The Union Budget 2020-21 has allocated USD 2.27 Bn to the Ministry of Power.

- Additional USD 786.95 Mn to Deen Dayal Upadhyay Gram Jyoti Yojana (DDUGJY) to provide power transmission infrastructure for rural electrification.

C. RAILWAY

Railway Electrification orders are on a rapid growth; aiming to double their capacity

- The railways have set a 100% electrification target by the next four years

- The Government is going to come up with a National Rail Plan to enable the country to integrate its rail network and develop a multi-modal transportation network. Current Railway capex for 2020-21 is INR 1.5 Lakh Cr. expected to grow at CAGR of 18% for the next 10 years.

- Electrification of 6,000 Km route is targeted, with wiring of the entire broad gauge network now envisaged for completion by 2023-24

4. BUSINESS OPERATIONS:

The Company is primarily engaged in the business of Manufacturing and sale of galvanized steel structure including telecom towers, transmission line towers including Railway Electrification (OHE) and solar panels. Your Company has three manufacturing units at Jindal Nagar, Hapur District (UP) and Khera Dehat, Hapur District (UP). During the year under review, the overall slowdown in the economy and restructuring of Telecom Tower business by one of our major customer and then partially impact on sales due to Covid-19 affected our overall sales in this financial year. However, your Directors envisage a good growth overall from Telecom Sectors and all other business sectors in which Company is dealing in the coming quarter.

5. DIVIDEND:

The Board of Directors is pleased to recommended a Final Dividend of Rs. 1/- (Rupee One i.e. 10%) per equity share of face value of Rs. 10.00 (Rupees Ten Only) each (previous year final Dividend of Rs. 1.5/- per Equity Shares of Nominal Value of Rs. 10/- each). The dividend, if approved by the Members in the ensuing Annual General Meeting, would involve a cash outflow of Rs. 1,32,85,264 excluding Dividend Distribution Tax (if applicable) and will be paid to those members whose name appear in the Companys Register of Members and to those persons whose name appear as Beneficial Owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited as at the close of business hours on September 19th, 2020.

In terms of Regulation 43A of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("the Listing Regulations”), the Company has formulated a Dividend Distribution Policy which is enclosed herewith as Annexure-A, and is also available on the website of the Company at http://www.salasartechno.com

6. TRANSFER TO RESERVES:

The Company has not made any transfer to reserve during the Financial Year 2019-20. However, profit for the year is shown as surplus under the head Reserve & Surplus during the financial year 2019-20.

7. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year; NIL

(b) remained unpaid or unclaimed as at the end of the year; NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved; NIL

(i) at the beginning of the year; NA

(ii) maximum during the year; NA

(iii) at the end of the year; NA

During the year under review, your Company had not accepted or renewed the deposits which are not in compliance with the requirements of Chapter V of the Act;

8. SHARE CAPITAL

(a) The paid up Equity Share Capital of the Company as on March 31,2020 was Rs. 13,28,52,640 . There was no change in the share capital during the year under review.

(b) Status of Shares

As the members are aware, the Companys shares are compulsorily tradable in Electronic form. As on March 31, 2020, 99.9999% of the Companys total paid up capital representing 1,32,85,259 shares are in dematerlized form and 0.00001% of the Companys total paid up capital representing 5 shares are in physical form.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 125 of the Companies Act, 2013 the Company has Unclaimed and Unpaid Dividend but the unpaid Dividend amount not liable to transfer in Investor Education and Protection Fund.

10. GENERAL DISCLOSURES

The Board of 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:

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

While the COVID-19 pandemic may affect Business of the Company in the short term, the medium to long term India growth story and infrastructure development plan should remain intact. Even it is expected that the Telecom sector will register growth in the coming Financial Year. The pandemic may impact some sectors more than the others and accordingly, the Company is realigning itself to the changing business environment and dynamics. The Directors are optimistic about companys business and hopeful of better performance with increased revenue in-coming year.

There was no change in the nature of business of Company.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e. 31st March, 2020 and the date of this Report.

12. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as applicable for the year under review is presented in a separate section forming part of this Annual Report are attached hereto as "Annexure-B".

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES Joint Venture and Associates

The Company had entered into Joint Venture with Sikka Engineering Company named as Sikka- Salasar JV and with HPL Electric & Power Pvt. Ltd named as Salsar- HPL JV. The company does not have any Associate Company.

14. PERFORMANCE AND FINANCIAL POSITION OF THE JOINT VENTURE AND ASSOCIATES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

The statement containing the financial statement of Joint Venture and Associates of the Company was duly disclosed in the Balance sheet. Details of financial of Joint Venture as required under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 is being attached with the Boards Report in Form AOC-1 as Annexure-C and the forming part of the Boards Report.

15. DEPRICIATION AND AMORTIZATION

The Company had followed Straight-line method on its tangible fixed assets the rates prescribed under the Part C of the Schedule II of the Companies Act, 2013, Intangible fixed assets stated at cost less accumulated amount of amortization.

16. AUDITORS

16.1 STATUTORY AUDITORS

M/s Arun Naresh & Co., Chartered Accountants (Firms Registration No. 007127-N), were appointed as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the Sixteenth Annual General Meeting until the conclusion of the Twenty First Annual General Meeting.

The Company has received consent letter and certificate from the Auditors to the effect that they are not disqualified to act as Auditors within the meaning of Section 139 and 141 of the Companies Act, 2013. The Statutory Auditors Report for the FY 2019-20 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Company under sub-section (12) of Section 143of the Act.

16.2 COST AUDITOR

Pursuant to Section 148 read with Section 141 & 143 and other applicable provisions of the Companies Act, 2013, read with Rule 6 of the Companies (Cost Records and Audit Rules), 2014 as amended from time to time, your Company has carried out audit of Cost Records every year. The Board of Directors on the recommendation of Audit Committee has appointed M/S S. Shekhar & Co., Cost Accountants (Membership No. 30477, FRN 000452), as cost Auditors of the Company for the Financial Year 2020-21. As required under the Companies Act, 2013 a resolution seeking members approval for remuneration payable to the Cost Auditor for part of the Notice convening the Annual General Meeting for their ratification.

16.3 SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, amended upto date and other applicable provisions, if any, the Company has appointed M/s Deepika Madhwal & Associates (C. P. No. 14808) Practicing Company secretaries, to do Secretarial Audit of the Company for the Financial Year 2019-20. The Secretarial Audit Report for the Financial Year ended 31st march, 2020 in Form MR-3 is annexed to this report as Annexure-D and forms part of the Boards Reports.

16.4 INTERNAL AUDIT

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rule, 2014 as amended from time to time, the Board of Directors had appointed M/s VAPS & Co., Chartered Accountants, New Delhi (FRN 003612N) as internal auditor of the Company to conduct internal audit of the Company from 01st April, 2020 to 31st March, 2021.

Further on recommendation of audit committee, the Board of Directors of the Company has approved the re-appointment of aforesaid audit firm as internal auditors for the financial year 2020-21.

17. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No.MGT-9, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, has been made part of the Boards Report as Annexure-E.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

18.1 Conservation of Energy:

During the financial year under review, following specific actions were taken by the Company at its various locations, which resulted in saving of energy consumption:

(i) The Company has substituted the use of furnace oil with LPG in the zinc melting furnace of galvanizing plant at all the three Units. LPG is a more sustainable fuel than furnace oil and minimizes environmental pollution and also leads to more efficiency.

(ii) Company is in the process of installing solar panel upto 500 KVA capacity in its Unit-III and 300KVA Capacity in its Unit-II, which will reduce the electricity consumption significantly.

18.2 Technology Absorption:

(i) The efforts made towards technology absorption:

• Manufacturing process is continuously monitored to ensure better productivity.

• The Company is using new technology machines for better production and effective utilization of resources.

(ii) The benefits derived:

• Improvement in product quality.

• Improved productivity and cost reduction

• Introduction of new and improved products.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(a) Technology imported: No technology has been imported in the last 3 years

(b) Year of import: Not Applicable

(c) Whether the technology been fully absorbed: Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

(iv) The expenditure incurred on Research and Development (R&D):

No major expenses have been incurred on R&D.

18.3 Foreign exchange earnings and Outgo:

Following are the details of total foreign exchange earned and used during the financial year:

(Rs. in Lakh)

Particulars FY 2019-20 FY 2018-19
Foreign exchange earned 3,005.199 2,321.57
Foreign exchange used 61.64 38.86

19. DIRECTORS:

19.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Article of Association of the Company, Mr. Shashank Agarwal, Joint Managing Director (DIN:00316141) of the Company is liable to retire by rotation and being eligible, offer himself for re-appointment. The Board recommends the re-appointment of Mr. Shashank Agarwal, Joint Managing Director in the ensuing AGM of the Company.

Mr. Alok Kumar (DIN: 01474484), the Managing Director of the Company were appointed for a period of five years. Such term of appointment of the Managing Director shall come to an end on September 30, 2020. In view of the same, the Board of Directors on basis the recommendation of the Nomination and Remuneration Committee proposed to re-appoint Mr. Alok Kumar as the Managing Director of the Company for another term of five years at the ensuing Annual General Meeting for the approval of the Members by way of special resolution.

Brief Profile of Shri Alok Kumar (Managing Director) and other disclosure as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as Annexure to the Notice convening the Annual General Meeting of the Company.

None of the Directors of the Company have resigned from the office of Director of the Company during the year.

All the Directors have made necessary disclosures as required under the various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19.2 DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

19.3 ANNUAL EVALUATION OF BOARD PERFORMANCE

As the ultimate responsibility for sound governance and prudential management of a Company lies with its Board, it is imperative that the Board remains continually proactive and effective. An important way to achieve this objective is through an annual evaluation of the performance of the Board, its Committees and all the individual Directors.

As per the provisions of the Companies Act, 2013 a formal annual evaluation needs to be made by the Board of its own performance and of its Committees And their individual Directors. Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the annual performance evaluation of the Board, Independent Directors, Non-Executive Directors, Executive Directors, Committees and Chairman of the Board.

Directors were evaluated on aspects such as attendance, contribution at Board/Committee meetings and guidance/support to the management outside Board/Committee meetings. The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The detailed analysis of performance evolution is incorporated under nomination and Remuneration Committee head in Corporate Governance Report.

20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors have adopted Vigil Mechanism Policy. The Vigil Mechanism Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases. The Vigil Mechanism Policy has been posted on the website of the Company.

The aforesaid policy can be accessed on the Companys website www.salasartechno.com.

21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The company conducts its businesses with high standards of legal, statutory and regulatory compliances. A dedicated Compliance Cell ensures that adequate internal financial controls with reference to the Financial Statement of the Company.

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The provisions of Section 197(12) of the Act read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014respectively, is annexed to the Boards report as Annexure-F.

23. MEETINGS OF THE BOARD

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their programme. The Agenda of the meeting is circulated to the members of the Board well in advance along with the necessary papers, reports, recommendations and supporting documents so that each board member can actively participate on agenda items during the meeting.

The board met 4 (Four) times during the Financial Year 2019-20. The maximum intervals between any two meetings did not exceed 120 days. Details of Board Meetings and held during the period under review are given in Corporate Governance Report.

24. AUDIT COMMITTEE

The Company has constituted Audit Committee as per the provisions of the Companies Act, 2013. The details of terms of reference of the Audit Committee, number and dates of meeting held, attendance, among others are given separately in the attached Corporate Governance Report. The Audit committee satisfies the requirements of section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, there were no instances, where Board had not accepted the recommendations of the Audit Committee.

25. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to provisions of Section 178(3) of the Companies Act, 2013, read with rules made there under and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has a Nomination and Remuneration Committee and the details of terms of reference, number & dates of meeting held, attendance and other details are given separately in the Corporate Governance Report. The Board on the recommendation of Nomination & Remuneration Committee the Committee had formulated the criteria for determining qualifications, positive attributes and independence of directors and the same was recommended to the Board. The Board had approved the policy. Also the committees was the deciding factors in decisions like remuneration of Directors, KMPs and other employees, identifying qualified personnel to appoint in Key Management of the Company etc. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

26. COMPANYS POLICY ON REMUNERATION OF DIRECTORS, KMPS AND OTHER EMPLOYEES

The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is annexed to the Boards Report as Annexure G.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND ITS COMMITTEES

The company has always taken steps initiating the Corporate Social Responsibility. The Companys endeavor is to create value for the nation, enhancing the quality of life across the entire socio-economic spectrum. The Company strives to seek greater alignment between its stakeholders to generate value in the long-term.

The Company aims to develop products and services centered on driving customer satisfaction, while contributing to the overall objective of community development. The CSR policy of the Company can be accessed on the Companys website: www.salasartechno.com.

The Company is committed to operate and grow its business in a socially responsible way. The core values strengthening your Companys business actions comprise of Customer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence.

The Committees prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of corporate social responsibility policy, observe practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary.

The company require to spent an amount of Rs. 112.16 Lakh (including 34.72 Lakh last year unspent amount) in CSR activities, out of which the Company has spent Rs. 78.26 Lakh during the Financial Year 2019-20 and Rs. 33.90 Lakh remain unspent at the end of the year. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 has been made as per Annexure-H.

The Company is in the process of identifying new areas of CSR activities and wants to scale up its CSR activities during the coming years therefore the amount in CSR remain unspent.

28. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholders Relationship Committee has been constituted by the Board in accordance with section 178 of the Companies Act, 2013.

The details regarding composition, terms of reference, power, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in the Corporate Governance Report which forms part of the Annual Report.

INDUSTRIAL RELATIONS

Industrial relations continued to remain cordial throughout the year under review.

29. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The management Discussion and Analysis for the year under review as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report and marked as "Annexure- I".

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The loans given, investments made and guarantee given & securities provided during the year under review are in compliance with the provisions of the Act and Rules framed thereunder and details thereof are given in the Notes to the Standalone Financial Statements.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the FY 2019-20 with related parties were on an arms length basis and in the ordinary course of business. The Audit committee grants omnibus approval for the transactions that are in the ordinary course of business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. The approval of the Audit Committee was sought for all RPTs. All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Further, disclosure as required under Indian Accounting Standards ("IND AS”)- 24 have been made in Note No. 37 to the standalone Financial Statements.

During the FY 2019-20, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees as applicable. The policy on related party transaction, as formulated by the Board is available on the Companys website i.e. www.salasartechno.com under investor tab.

32. ROLE OF THE COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS

The Company Secretary plays a key role in ensuring that the Board (including committees thereof) procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and senior management for effective decision-making at the meetings. The Company Secretary is primarily responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements and Secretarial Standards, to provide guidance to directors and to facilitate convening of meetings. The Company Secretary interfaces between the management and regulatory authorities for governance matters.

33. ROLE OF THE CHIEF FINANCIAL OFFICER (KMP)

Mr. Pramod Kumar Kala, Chief Financial Officer-Cum-Key Managerial Personnel of the Company plays a pivotal role in ensuring the compliance of applicable accounting procedures, taxation aspects and administrative policies are followed and regularly reviewed. The Chief Financial Officer-Cum-Key Managerial Personnel ensures that all relevant information pertaining to accounting policy including details and documents are made available to the Directors for taking effective decision-making at the meetings.

34. RISK MANAGEMENT POLICY

The Company has adopted the measures concerning the development and implementation of a Risk Management System in terms of Section 134(3)(n) of the Companies Act, 2013 after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. The Company has an elaborate Risk Management process of identification, assessment and prioritization of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Risk Management procedure is reviewed by the Audit Committee from time to time, to ensure that the executive management controls risks through means of a properly defined framework. Major risks identified are systematically addressed through mitigating actions on a continuing basis.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace which is in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to ensure prevention, prohibition and redressal against sexual harassment. Awareness programmes are organized by the Company to sensitize employees. During the year under review, no complaints of any nature were received under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. DIRECTORS RESPONSIBILITY STATEMENT

To the best of the knowledge and belief of the Directors of the Company 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.:

(a) In the preparation of the annual accounts for the financial year 2019-20, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed along with proper explanation relating to material departures;

(b) The directors have selected such accounting policies, 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 2019-20 and of the profit and loss of the company 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 the Companies Act, 2013 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.

36. ACKNOWLEDGEMENTS

The Directors acknowledge with sincere gratitude, the cooperation and help extended by all the stakeholders of your Company including its esteemed shareholders, government departments and agencies, financial institutions and banks, customers, vendors and employees.

37. ANNEXURES

The following annexures form part of this Report:

a. Dividend Distribution Policy- Annexure A

b. Corporate Governance Report- Annexure B

c. Details of Financial of Joint Ventures and Associates- Annexure C

d. Secretarial Audit Report-Annexure D

e. Extract of Annual Return-Annexure E

f. Information under sub-rule (1) of Rule 5 of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014- Annexure F

g. Nomination and Remuneration Policy- Annexure- G

h. Corporate Social Responsibility Report- Annexure H

i. Management Discussion and Analysis Report- Annexure I

For and on behalf of the Board of Directors
For Salasar Techno Engineering Limited
Chairman and Managing Director Jt. Managing Director
Alok Kumar Shashank Agarwal
DIN NO. 01474484 DIN:00316141
KL-46, Kavi Nagar B-166, Sector-50
Ghaziabad-201001 Gautam Budh Nagar
Uttar Pradesh Noida-201301 UP
Date : 27.08.2020
Place: New Delhi