Shree Narmada Aluminium Industries Ltd Directors Report.

Dear Members,

M/s. Shree Narmada Aluminum Industries Limited

Your Directors have pleasure in presenting the 39th Annual Report together with the Audited Accounts of the Company for the financial year ended March 31,2020.

1. FINANCIAL RESULTS:

Particulars 2019-2020 (Rs.) 2018-2019 (Rs.)
Total Revenue
- Revenue from Operations - -
- Other Income 1,356,140 -
Total 1,356,140 -
Total Expenditure 1,037,166 12,865,212
Profit before Tax 318,974 (12,865,212)
Provision for Tax
- Current Tax - -
- Tax expense (reversal) / provision for earlier years - -
Deferred Tax (Credit) - -
Profit After Tax 318,974 (12,865,212)
Other comprehensive income - -
Total comprehensive income for the year (net of tax) 318,974 (12,865,212)
Profit brought forward from previous year - -
Profit available for appropriation - -
Appropriations:
- Interim dividend - -
- Dividend distribution tax on interim dividend - -
- Final equity dividend - -
- Dividend distribution tax on final dividend - -
- Dividend distribution Tax Credit - -
- Balance Carried Forward to Balance Sheet 318,974 (12,865,212)

2. DIVIDEND:

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year under review and regret for the same.

3. THE STATE OF COMPANYS AFFAIRS AND OUTLOOK:

On account of general adverse market conditionsfor metal industries and the Company has been sealed by the Court Receiver DRT- III Mumbai since August 2015, Companys operation has been stopped. There is revenue during the financial year from other income and the Company has ended the financial year with a profit of Rs. 318,974/-.

As already inform earlier year that in spite of the Scheme of Compromise and/or Arrangement being sanctioned by the Honble High Court of Gujarat by its order dated 16-5-2008 and ICICI and in its place Kotak Mahindra Bank Ltd. being paid over all that was payable to it under the Scheme, Kotak Mahindra Bank Ltd. has approached the Honble DRT-III Mumbai which has by its ex-parte order dated 05-01-2015 appointed a Receiver to take physical possession of the Companys factory. The Court Receiver has taken possession of the factory of the Company on 06-08-2015. The Company has challenged the said order and the Company is also vigorously trying to get the said order vacated.

4. BOARD MEETINGS/COMMITTEE MEETINGS:

Board Meeting

06 (Six) Board meetings were held in the financial year 2019-2020 and the gap between two Board Meetings did not exceed 120 days.

The same were held as under:

1. 24.04.2019

2. 30.05.2019

3. 14.08.2019

4. 03.09.2019

5. 14.11.2019

6. 11.02.2020

The record of attendance of each Directors:

Name of the Directors No. of Meeting held Board Meetings Attended During 2019-2020
Mr. Kantilal Bhuralal Patel 06 06
Mr. Milan Rambhai Patel 06 06
Mr. Arvind Amrutlal Raval 06 06
Mr. Babubhai Kantilal Shah 06 06
Mrs. Amrutaben Kantilal Patel 06 06

Audit Committee

4 (Four) Audit Committee meetings held during the financial year 2019-2020. The same were held as under

1. 30.05.2019

2. 14.08.2019

3. 14.11.2019

4. 11.02.2020

The composition of the Audit Committee is as under:

Name of the Member Chairman / Member No. of Meeting held Meetings Attended During 2019-2020
Arvind Amrutlal Raval Member 04 04
Babubhai Kantilal Shah Chairman 04 04
Milan Rambhai Patel Member 04 04

The Board has accepted all recommendations of audit committee.

Nomination and Remuneration Committee

Nomination and Remuneration committee meetings held during the financial year 2019-2020. The same were held on 30th May 2019 and 14th November 2019.

The composition of the Nomination and Remuneration Committee is as under:

Name of the Member Chairman/Member No. of Meeting held Meetings Attended During 2019-2020
Babubhai K. Shah Chairman 02 02
Arvind A. Raval Member 02 02
Milan Patel Member 02 02

Stakeholders Committee

Stakeholders Committee meeting held during the financial year 2019-2020. The same was held on:

1. 30.05.2019

2. 14.08.2019

3. 14.11.2019

4. 11.02.2020

The composition of the Stakeholders Committee is as under:

Name of the Member Chairman / Member No. of Meeting held Meetings Attended During 2019-2020
Babubhai K. Shah Chairman 04 04
Arvind A. Raval Member 04 04
Milan Patel Member 04 04

5. DIRECTORSRESPONSIBILITYSTATEMENT:

In accordance with the provisions of 134 (5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) 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 that period;

(iii) 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;

(Iv) The Directors have prepared the annual accounts on a going concern basis.

(v) 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; and

(vi) 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.

6. STATEMENT ON INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

7. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return In Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure A to this Report.

Website: www.snailbh.in

8. COMPANYS POLICY RELATING TO DIRECTORS:

The Companys policy relating to appointment of Directors, payment of managerial remuneration, directors qualifications, positive attributes, independence of directors and other related matters as provided under section 178(3) of The Companies Act 2013 in furnished in Annexure B. The policy has been updated on company website.

9. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK:

Statutory Auditor

The Notes on Financial Statements referred to in the Auditors report are self-explanatory and do not calls for any further comments.

Secretarial Auditor

The observations in the Secretarial Audit Re port are self-explanatory and do not callsfor any further comments.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

11. RELATED PARTYTRANSACTIONS:

All contracts /arrangements /transactions entered by the Company during the financial year with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement/ Regulation 23 of Listing Obligations and Disclosure Requirements were in the ordinary course of business and on an arms length basis, therefore, Form AOC - 2 is not applicable to the Company.

12. MATERIAL CHANGES:

In spite of dues are paid to ICICI Bank under the order of Honorable High Court of Gujarat dated 16.05.2008, M/s. KotakMahindra Bank claiming to be the assignee of ICICI Bank, approached to Honorable DRT Mumbai. By Ex-parte order dated 05.01.2015, the Honorable DRT-III Mumbai passed an order and appointed Court Receiver to take the physical possession of the factory. The Court Receiver has taken possession of factory premises on 6th August 2015. The said order is under challenged and the Company Is continuously making reasonable efforts to get the said Order vacated. Due to this the Companys operation has been stopped since August- 2015. Due to this reason, the Companys rent income towards lease rent has been stopped.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO:

Considering the present nature of activity, the provisions of Section 134(m) of the Companies Act, 2013 in respect of Conservation of energy etc. is not applicable to the company.

There was no foreign exchange inflow or outflow during theyear under review.

14. RISK MANAGEMENT:

At present the companys entire manufacturing unit has been acquired by the Court Receiver appointed by DRT-III Mumbai., under securitization act and as a result, the company has moved an application before appellate authority. Till the company re-obtain the possession your company is not in a position to start commercial production.

Adverse market condition is also one of the riskforthe company at present. For the same the company Is establishing strong marketing base.

Due to financial crises, company is not able to retain the experience personnel and as a result the labour turnover ratio is very high. To manage the labor turnover ratio the company intend to appoint General Manager (Commerce) who will be taking care of the entire department

15. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 is not applicable to your Company for the current year.

16. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board 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 and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors as decided by Nomination and Remuneration Committee was carried

out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process

17. SUBSIDIARY,JOINTVENTURESORASSOCIATECOMPANY:

Company does not have any subsidiary /Joint venture/ other associate company.

18. DIRECTORS:

Mr. Kantilal Patel is liable to retire by rotation

Mr. Kantilal Patel (DIN 01441306) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Appointment of Independent Director:

Mrs. Shakuntala Rajesh Chavan (DIN-08636266) is proposed to be appointed as Non-Executive Independent Director subject to the approval of the members at the ensuing Annual General Meeting. Members are requested to approve the resolution for appointment of Mrs. Shakuntala Rajesh Chavan as Independent Director to hold office for a term of 5 years consecutive year commencing from 30th September 2020, whose period of office will not be liable to retire by rotation.

Resignation of Independent Director:

Mr. Arvind Amrutlal Raval (DIN-02143076), Non-Executive Independent Director, has resigned from the post of Independent director on 24th August 2020.

The term of Mr. Babubhai Kantilal Shah (DIN-01383002), Non-Executive Independent Director of the Company expires at the ensuing Annual General Meeting.

19. Disclosure under Section 197 (12) and rules 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014.

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above rules are annexed at "Annexure - C" to this report.

20. Statement of Particulars of Employees Pursuant to Rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) Name of top 10 employees in terms of remuneration draw

Designation ofthe Employee Remuneration received Nature of Employment, whether contractual or otherwise Qualification & Experience ofthe Employee Date of commencement of employment Age of such employee The last employment held by such employee before joining the Company Percentage of equity shares held

Not Applicable as no such employees

(ii) Employed throughout the year and were in receipt of remuneration of not less than Rs. 1.02 Cr. per annum Not Applicable

(iii) Names ofemployees employed for part ofthe year and were in receipt of remuneration of not less than Rs. 8.50 Lacs per month.

Not Applicable

Note:

1. The percentage of equity shares held by above mentioned employees are NILas on 31st March, 2020.

2. None ofthe Companys employees is related to any directors ofthe company.

21. AUDITORS:

STATUTORY AUDITOR

The Auditors M/s. K. M. Swadia & Company, Chartered Accountants, Vadodara, the present statutory auditors were appointed in the Annual General Meeting held in the year 2017, as per the provisions of Section 139 of the Companies Act, 2013 for a period of 5 years, i.e. till the conclusion of 6th Annual General Meetingtobeheld intheyear2022.

SECRETARIAL AUDITOR

M/s Saurabh Shukla & Associates, Practicing Company Secretaries (Membership No. ACS 48999, CP N0.17845) has been appointed as Secretarial Auditorforthefinancial year 2019-2020.

The Secretarial audit report is appended as an Annexure-D to this report.

22. DEPOSITS:

The Company has borrowed moneys from directors during the financial year under review.

23. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

As informed, in spite of dues are paid to ICICI Bank under the order of Honorable High Court of Gujarat dated 16.05.2008, M/s. Kotak Mahindra Bank claiming to be the assignee of ICICI Bank, approached to Honorable DRT Mumbai. By Ex-parte order dated 5.1.2015, the Honorable DRT-III Mumbai passed an order appointed Court Receiver to take the physical possession ofthe factory. The Court Receiver has taken possession of factory premises on 6th August 2015. The said order is under challenged and the Company is continuously making reasonable efforts to take relief from the said Order. Due to this the Companys operation has been stopped since August - 2015. As result a rent towards lease rent premises from lessee has been stopped.

24. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial control system with reference to the Financial Statements for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

25. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013.

In terms of section 22 of the SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013 we report that, during 2019-2020, no case has been filed under the said Act.

26. CORPORATE GOVERNANCE REPORT

In terms of circular SEBI CIR/CFD/Policy Cell/7/2014 dated 15th September, 2014 issued by SEBI, the amended clause 49 of Equity Listing Agreement and as stipulated under the Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It is not mandatory for the time being in respect of Companies having paid up share capital not exceeding Rs. 10 Croresand Net worth not exceeding Rs. 25 Crores as on the last day of previous financial year. In view of the above separate corporate governance report is not provided.

27. VIGIL MECHANISM

The Company has established a Vigil Mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of 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 co employees and the Company. The Company have updated the policy on company website. The Vigil Mechanism Policy is appended as an Annexure E to this Report.

28. SHARES

a. BUY BACKOF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:

The Company has not issue any Sweat Equity Shares during the year under review.

c. BONUS SHARES:

No Bonus shares were issued during the year under review.

d. EMPLOYEE STOCKOPTION PLAN:

The Company has not provided any Stock Option Scheme to the Employee.

29. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company fortheir continued support and co-operation.

On Behalf ofthe Board of Directors, Sd/-

Kantilal B. Patel

Managing Director (DIN 01441306)

Place: Mumbai Date:07/09/2020

Form No. MGT-9

(Extract of annual return as on F.Y. ended on 31/03/2020)

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS

i) Corporate Identification Number L91110GJ1981PLC004269
ii) Registration Date 15/04/1981
iii) Name of the Company SHREE NARMADA ALUMUNIUM INDUSTRIES LIMITED
iv) Category / Sub-Category of the Company Public /Company Limited by Shares
v) Address of the Registered office and contact details Plot No 95/1, BholavPalaj Road, Bhalav, Bharuch - 392001
vi) Whether listed company Yes Bombay Stock Exchange
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any Not applicable as the company has not established demate connectivity due to suspension of trading.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company shall be stated

Sr. No. Name and Description of Main Products / Services NIC Code of the Product/ Service % to total turnover of the Company
1. Aluminium Extruded Sections 7604 -

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

Not Applicable

IV. SHARE HOLDING PATTERN (Equity Share. Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the Beginning of the year

No. of Shares held at the end of the year

% Change during the
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares year
A. Promoters
(1) Indian
a) Individual/HUF 8110 8110 1.56% 8110 8110 1.56% 0
b) Central Govt
c) State Govt(s)
d) Bodies Corp. 326064 326064 62.60% 326064 326064 62.60% 0
e) Banks /FI
f) Any Other....
(person acting in concert) 54651 54651 10.49% 54651 54651 10.49% 0
Sub-total (A)(1):- 388825 388825 74.65% 388825 388825 74.65% 0
(2) Foreign
a) NRIs - Individuals
b) Other-Individuals
c) Bodies Corp.
d) Banks /FI
e) Any Other....
Sub-total (A) (2): Total Shareholding of Promoter 388825 388825 74.65% 388825 388825 74.65% 0
(A) = (A) (2)
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Nationalized Banks
c) FI 14994 14994 2.88% 14994 14994 2.88% 0
c) Central Govt
d) State Govt(s)
e) Venture Capital Funds
f) Insurance Companies
g) Fils
h) Foreign Venture
Capital Funds
1) Others (specify)
Sub-total (B) (1):- 14994 14994 2.88% 14994 14994 2.88% 0
2. Non Institutions
a) Bodies Corp.
1) Indian
ii) Overseas
b) Individuals
1) Individual shareholders holding nominal share capital upto Rs. 2 lakh 107329 107329 20.60% 107329 107329 20.60%
ii) Individual shareholders holding nominal share in excess of Rs. 2 lakh
c) Others (specify) 9750 9750 1.87% 9750 9750 1.87%
Sub-total (B) (2):- 117079 117079 22.48% 117079 117079 22.48%
Total Public Shareholding (B)=(B)(1)+(B)(2) 132073 132073 25.35% 132073 132073 25.35%
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A=B=C) 520898 520898 100% 520898 520898 100%

ii) Shareholding of Promoters:

Shareholders Name No.

Shareholding at the beginning of the year

Shareholding at the end of the year

% Change in share holding during the year

No. of Shares % of total Shares of Company % of Share Pledged No. of Shares % of total Shares of Company encumbered to total share
1 ML Mansukhani & Co Pvt Ltd 1,67,647 32.18 1,67,647 32.18 _ 0
2 Maharashtra Aluminium & Alloys Pvt Ltd 76,650 14.71 - 76,650 14.71 - 0
3 Patel Sales Pvt Ltd 77,767 14.93 - 77,767 14.93 - 0
4 Hirenbhai Deepakbhai Patel 24,987 4.80 - 24,987 4.80 - 0
5 Deepakbhai B Patel 12,600 2.42 - 12,600 2.42 - 0
6 Kantibhai B Patel 8,110 1.56 - 8,110 1.56 - 0
7 Raju Bhurabhai Patel 6,170 1.18 - 6,170 1.18 - 0
8 Pravin Kumar Bhurabhai Patel 5,640 1.08 - 5,640 1.08 - 0
9 Sagar Innovate Private Limited 4,000 0.77 - 4,000 0.77 - 0
10 Dharamshi Jeram Patel 1,410 0.27 - 1,410 0.27 - 0
11 Fleenabhen Deepak Patel 1,100 0.21 - 1,100 0.21 - 0
12 Divyanbhai Pravinbhai Patel 744 0.14 ~ 744 0.14 ~ 0
13 Sangeetaben Rajubhai Patel 700 0.13 - 700 0.13 - 0
14 Varshaben Pravinbhai Patel 700 0.13 - 700 0.13 - 0
15 Amrutaben Kantilal Patel 600 0.12 - 600 0.12 - 0
TOTAL 3,88,825 74.65 3,88,825 74.65

iii) Change in Promoters Shareholding (please specify, if there is no change): No Change

Sr. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. At the beginning of the year
2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc):
3. At the End of the year - - - -

hr) Shareholding Pattern of top ten Shareholders: - (other than Directors, Promoters and Holders of GDRs and ADRs)

M/S. A3 CAPITAL SERVICES (INDIA) LTD

Shareholding at the beginning of the year

Cumulative Shareholding during the year

1 No. of shares % of total shares of the company No. of shares % of total shares of the company
1. At the beginning of the year 9,090 1.75% 9,090 1.75%
2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year (or on the date of separation, if separated during the year) 9,090 1.75% 9,090 1.75%
1. At the beginning of the year

14,994 2.88%

14,994 2.88%

2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year (or on the date of separation, if separated during the year) 14,994 2.88% 14,994 2.88%
1. At the beginning of the year 11,920 2.29% 11,920 2.29%
2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year (or on the date of separation, if separated during the year) 11,920 2.29% 11,920 2.29%
1. At the beginning of the year 14,970 2.87% 14,970 2.87%
2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year (or on the date of separation, if separated during the year) 14,970 2.87% 14,970 2.87%
1. At the beginning of the year 22433 4.30% 22433 4.30%
2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year (or on the date of separation, if separated during the year) 22433 4.30% 22433 4.30%

v) Shareholding of Directorsand Key Managerial Personnel

1. At the beginning of the year 8,110 1.56% 8,110 1.56%
2. Date wise Increase / Decrease In Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year 8,110 1.56% 8,110 1.56%
1. At the beginning of the year 600 0.12% 600 0.12%
2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year 600 0.12% 600 0.12%

V. INDEBTEDNESS:

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
1). Principal Amount
ii). Interest due but not paid - 6,32,13,376 Nil 6,25,90,526
iii). Interest accrued but not due
Total (1 +ii+iii) Nil 5,65,000 Nil 5,65,000
Change in Indebtedness during the financial year
• Addition - 6,32,13,376 Nil 6,25,90,526
• Reduction
Net Change Nil 5,65,000 Nil 5,65,000
Indebtedness at the beginning of the financial year
1). Principal Amount
ii). Interest due but not paid Nil 63,778,376 Nil 6,25,90,526
iii). Interest accrued but not due
Total (1 +ii+iii) Nil 63,778,376 Nil 6,32,13,376

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL

B. Remuneration to other directors: NIL

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD: NIL

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NIL

On Behalf of the Board of Directors, Sd/-

Kantilal B. Patel

Managing Director (DIN 01441306)

Place: Mumbai Date: 07/09/2020

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

1. Term of Appointment of Directors

A. Maximum Tenure of Independent Directors

I) An independent director shall hold office for a term up to five consecutive years on the Board of the Company and shall be eligible for reappointment for another term of up to five consecutive years on passing of a special resolution by the Company.

Provided that a person who has already served as an Independent director for five years or more in the Company shall be eligible for appointment, on completion of his present term, for one more term of up to five years only.

Every independent director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, give a declaration that he meets the criteria of independence mentioned in (5) (A) below.

ii) An independent director who completes his above-mentioned term shall be eligible for appointment as independent director in the Company only after the expiration of three years of ceasing to be an independent director in the Company.

B. Term of Other Directors

Not less than two-thirds of the total number of directors of the Company shall be persons whose period of office is liable to determination by retirement of directors by rotation and be appointed by the Company in general meeting.

For the purpose of determining directors liable to retire by rotation, "total number of directors" shall not include independent directors on the Board of the Company.

2. Appointment of Key Managerial Personnel and Persons in Senior Management

The Committee shall appoint Key Managerial Personnel and persons in Senior Management and shall approve the terms and conditions of their appointment including their remuneration. The Committee shall strive to appoint a person best suited for the job in terms of talent, qualification and experience required forthe position.

Senior Management shall mean personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the Board of Directors and includes functional heads.

3. Criteria for Determining Qualifications of Directors

Fora person to qualify as a director he shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, human resource, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Companys business.

4. Positive Attributes

a) Integrity

A director, Key Managerial Personnel and a person in Senior Management shall be a person of integrity and shall uphold highest standards of probity.

b) Commitment

A director, Key Managerial Personnel and a person in Senior Management shall devote sufficient time and attention to his professional obligations for informed and balanced decision making.

c) Compatibility

A director should be able to develop a good working relationship with other Board members and contribute to the Boards working relationship with the senior management of the Company.

5. Criteria for Determining Independence of Directors

An independent director shall be a director otherthan a managing directoror a whole-time director or a nominee directorial who is a person of integrity and possesses relevant expertise and experience;

(b) (i) who is or was not a promoter of the Company or its holding, subsidiary or associate company;

(ii) who is not related to promoters or directors in the Company, its holding, subsidiary or associate company;

(c) who has or had no pecuniary relationship with the Company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

(d) none of whose relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent, or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(e) who, neither himself noranyof hisrelatives-

(i) holds or has held the position of a key managerial personnel or Is or has been employee of the Company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two percent or more of the total voting power of the Company; or

(iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the Company; or

(f) who possesses the qualifications prescribed in (1) above.

6. Evaluation of Performance of Independent Directors

The Chairman shall review the performance of the independent director and provide feedback as appropriate.

REMUNERATION POLICY

The Company follows a policy on remuneration of Directors and Senior Management Employees.

REMUNERATION OF NON-EXECUTIVE DIRECTORS

The non-executive directors are entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in Board /

Committee Meetings as detailed hereunder:

i. A non-executive director shall be entitled to receive sitting fees for attending each meeting of the Board or Committee thereof attended by him of such sum as may be approved by the Board of Directors with in the over all limit prescribed by Companies Act,2013 and Companies Managerial Remuneration Rules,2014.

ii. A non-executive director will be entitled to receive commission on an annual basis of such sum as may be approved by the Board on the recommendations of Nomination and Remuneration Committee.

iii. The Nomination and remuneration Committee may recommend to Board the payment of commission on uniform basis to reinforce the principle of collective responsibility.

iv. The Nomination and Remuneration committee may recommend higher commission for chairman of the Board considering his overall responsibility.

v. In determining the quantum of commission payable to directors, the Nomination and Remuneration Committee will make its recommendations taking into consideration the overall performance of the Company and responsibilities shouldered by the director.

vi. Nomination and remuneration committee may recommend to Board additional commission to the directors who are members of the Audit Committee, subject to ceiling on total commission payable.

vii. The total commission payable shall not exceed 1% of the net profits of the Company.

viii. The commission shall be payable on prorata basis to those directors who occupy office for part of the year.

ix. The Independent Directors shall not be entitled to participate in stock option scheme of the Company, if any.

REMUNERATION OF MANAGING DIRECTOR

i. At the time of appointment or reappointment, the managing director shall be paid such remuneration as may be mutually agreed, within the overall limits prescribed under the Companies Act, 2013.

ii. The remuneration shall be subject to approval of the Members in General Meeting.

iii. The remuneration of Managing Director may be dividend in to fixed and variable component. Theflxed component will include salary, allowances, perquisites and other amenities. The variable portion may include performance bonus.

iv. In determining the remuneration the Nomination and Remuneration Committee may considerfollowing:

a. The relationship of remuneration and performance benchmark is clear.

b. Balance between fixed and incentive pay reflecting longterm and short term performance objectives of the Company and its goals.

c. Responsibility required by Managing Director and Industry Benchmarkand current trends.

d. The Companys performance and annual budget achievements.

REMUNERATION OFSENIOR MANAGEMENT EMPLOYEES

I. In determining the remuneration of the Senior Management employees, the Nomination and Remuneration Committee shall considerfollowing.

a. The relationship of remuneration and performance benchmark is clear.

b. Balance between fixed and incentive pay reflecting long term and short term performance objectives of the Company and its goals.

c. The remuneration is divided in to two components fixed component and performance based incentive.

d. The remuneration Including Annual Increment and performance Incentive is based on the criticality of the roles and responsibilities, individual performance, industry benchmark and current compensation trend in the market.

ii. The Managing Director will carry out individual performance review based on the standard appraisal matrix and recommend the Annual Increment and Performance incentive to the Nomination and Remuneration Committee.