Siddha Ventures Ltd Directors Report.

The Board of Directors hereby submits the report of the business and operations of the Company and takes pleasure in presenting their 29TH ANNUAL REPORT of the Company together with the Audited Financial Statements for the financial year ended on 31st March, 2020. The consolidated performance of the Company and its subsidiaries has also been referred to wherever required.

FINANCIAL RESULTS

The financial performance of the company for the financial year ended on 31st March, 2020 is summarized below:

Standalone

Consolidated

Particulars

Accounting Year ended on

Accounting Year Ended on

31.03.2020 31.03.2019 31.03.2020 31.03.2019
Sales and Other Income 42,35,823.98 1,656,802.79 43,01,073.98 16,56,802.80
Total Expenditure 1,05,75,294.08 24,07,094.46 1,06,24,558.02 24,74,735.63
Operating Profit [EBIT] (6,39,470.10) (7,50,291.67) (63,23,484.04) (8,17,932.83)
Less: Provision for Taxation
- Income Tax - Current Year - - - -
- Income Tax - Previous Year 44,811 (1,89,854.73) 44,811 (1,89,854.73)
Profit After Taxes (63,84,281.10) (5,60,436.94) (63,68,295.04) (6,28,078.10)
Add: Defered Taxes (6,50,348.12) - (6,50,348.18) -
Net Profit/(Loss) (70,34,629.22) (5,60,436.94) (7,01,8643.22) (6,28,078.10)

(Previous years figures have been regrouped/reclassified wherever necessary.)

PERFORMANCE REVIEW

Company had a gross total income was Rs. 42,35,823.98 comprises sale of equity shares of Rs. 40,00,000, current liabilities written off Rs. 2,31,343.98 and dividend income of Rs. 4480, while at the end of the year accumulated a net Loss of Rs. 70,34,629.22after expenditures of Rs. 1,05,75,294.08.

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

The company is engaged in the business of trading in shares. There is no change in the nature of business in the year concerned.

IMPACT OF COVID-19

During the Last Quarter of the FY 2019-20 the global economy was largely impacted by the COVID- 19 pandemic. The viral respiratory disease which was first reported in Wuhan, China in December, 2019 was later declared as a pandemic by the World Health Organization (WHO). The Indian economy could not remain immune to this global pandemic and was largely impacted with the measures taken to contain the spread of the virus by the Central and State Governments.

For your Company, the focus was ensuring the health and well-being of all employees, staffs and workers engaged across the Offices etc. In the last week of March, 2020 the Company suspended its operations across India temporarily and moved to ‘work from home policy for all its employees and thereby reducing potential risk to them during the spread of the disease. As on the date of singing this report your Company is taking precautions and have allowed opening up of the offices as per Govt. guidelines

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances has decided that it would be prudent, not to recommend any Dividend for the year under review.

MATERIAL CHANGES AND COMMITMENTS

No such significant material changes and/or commitment have occurred between the end of the Financial Year 2019-2020 and the date of this report, which could have affected the financial position of the Company.

NOTE & BRIEF DETAILS ON CONSOLIDATION OF ACCOUNTS

Pursuant to Section 129(3) of the Companies Act, 2013 (the Act), read with Rule 2A (inserted by the Amendment Notification dated 16th January, 2015) of the Companies (Accounts) Rules, 2014, the Company is required to prepare consolidated financial statements of the Company and of all the subsidiaries on and from the financial year commencing on 1st April, 2015.

The Companys Board of Directors is responsible for the preparation of the consolidated financial statements of the Company, its subsidiaries ("the Group"), in terms of the requirements of the Act, and These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. The respective Board of Directors, of the subsidiary companies included in the Group are responsible for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Company, as aforesaid.

The Consolidated Financial Statements of the Company and the Auditors Report thereon, are enclosed separately with and form part of this Report.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiaries.

INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the standalone financial statements by the Company.

During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES Subsidiary:

The Company is having a Subsidiary Company named (M/s. Siddha Midcity Private Limited) in which the company is holding 98.00 % of Shares.

During the year, the Board of Directors (‘the Board) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of this Annual Report.

Further, a statement containing the salient features of the financial Statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Boards report. The statement also provides the details of performance and financial positions of each of the subsidiaries.

CAPITAL STRUCTURE OF THE COMPANY.

The capital structure of the company as on 31st March, 2020:

SHARE CAPITAL AMOUNT (Rs.)
AUTHORIZED SHARE CAPITAL :
i) Equity Shares 1,10,00,000 of Rs. 10/- each 11,00,00,000
ISSUED/SUBSCRIBED AND PAID UP SHARE CAPITAL
i) Equity Shares 99,98,000 of Rs. 10/- each 9,99,80,000

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Share Capital of the Company remains unchanged during the year ended on 31st March, 2020.

DIRECTORS

The Company recognizes merit and continuously seeks to enhance the effectiveness of its Board. The Company believes that for effective corporate governance, it is important that the Board has the appropriate balance of skills, expertise and diversity of perspectives Board appointments will be made on merit basis and candidates will be considered against objective criteria with due regards for the benefits of diversity on the Board. The Board believes that such merit based appointments will best

enable the Company to serve its Stakeholders. The Board will review this policy on regular basis to ensure its effectiveness.

Retirement by rotation:

As per provisions of Section 152 of the Companies Act, 2013, Mr. Siddharth Sethia (DIN: 00038970) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

KEY MANEGERIAL PERSONNEL

Your Company has the following members as part of their key management team: Mr. Laxmipat Sethia as Managing Director, Mr. Siddharth Sethia as Director, Mr. Sandip Sharma as Independent Director, Mr. Jai Prakash Singh as Independent Director, Mrs. Sushma Saraf as Independent Woman Director, Ms. Nikita Gupta as Company Secretary & Compliance Officer and Mr. Sumon Paul as Chief Financial Officer.

During the year, Mr. Sumon Paul was appointed as the Chief Financial Officer of the company w.e.f 08.01.2020 in place of Ms. Varsha Banthia who resigned w.e.f 31.12.2019 duly accepted by the Board.

Ms. Nikita Gupta was appointed as the Company Secretary & Compliance Officer on 03.02.2020 in place of Ms. Sanjana Khemka, the Compliance Officer who resigned w.e.f. 08.01.2020, duly accepted by the Board.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(5) OF THE COMPANIES ACT, 2013

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to

Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts, the applicable accounting standards aligned with IND AS had been followed along with proper explanation relating to material departures, if any.

b) That the Directors had selected such accounting policies aligned as per IND AS 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 and loss of the company for that period;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the annual accounts on a going concern basis;

e) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

f) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR

All the Independent Directors of your Company have made declaration to the Company that they have meet the criteria of independence prescribed under section 149(6) of the Companies Act, 2013 read with the schedules and Rules issued there under as well as Regulation 25 of the SEBI (LODR) Regulations, 2015. Further, they have complied with the Code of Independent Directors prescribed in Schedule IV to the Act. .

AUDIT COMMITTEE

Audit Committee comprises of Mrs. Sushma Saraf as Chairman, Mr. Mr. Jai Prakash Singh as member and Mr. Sandip Sharma as Member.

NOMINATION & REMUNERATION COMMITTEE

The provisions relating to constitution of Nomination and Remuneration Committee has been duly complied with to formulate policies relating to various items as prescribed under various sections of Section 177 of Companies Act, 2013. Nomination & Remuneration Committee Comprises of Mrs. Sushma Saraf as Chairman, Mr. Jai Prakash Singh as member and Mr. Sandip Sharma as Member.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The provisions relating to constitution of Stakeholders Relationship Committee has been duly complied with to formulate policies relating to various items as prescribed under various sections of Section 177 of Companies Act, 2013. Stakeholders Relationship Committee Comprises of Mrs. Sushma Saraf as Chairman, Mr. Jai Prakash Singh as member and Mr. Sandip Sharma as Member.

CORPORATE GOVERNANCE

As per Regulation 15 SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 the paid up share capital of the company is Rs. 9,99,80,000/- divided into 9998000 Shares and a net worth of Rs. 13,92,48,045.18 for the year ended 31.03.2020. As per regulation 15 of Chapter IV of SEBI (LODR) Regulations, 2015 the paid up share capital of the company is less than Rs. 10 crores and Rs. 25 crores respectively. Thus the provisions of Corporate Governance are not applicable to the company and a non-applicability certificate is submitted to Calcutta Stock Exchange at quarterly intervals.

AUDITORS

STATUTORY AUDITORS

M/s. K K Chanani & Associates, Chartered Accountants (Firm Registration No. 322232E), the present statutory auditors of your Company shall hold office till the conclusion of the Annual General Meeting to be held in the year 2024 which was approved in the AGM held on 27.09.2019

Whereas, The Auditors Report for Financial Year 2020 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act, 2013 and the rules made there under, M/s Dash M & Associates., Company Secretaries, was appointed as the Secretarial Auditor of the Company. The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed as "Annexure

Addendum To the Annual report-" and the auditors have referred to certain routine matters in their reports and your directors has taken initiative to resolve the matter with their consultation.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 and the rules made there under, M/S S. Mohata & Co., Chartered Accountant, was appointed as the Internal Auditor of the Company.

COMPANY SECRETARY

The Company has appointed Ms. Nikita Gupta as the Company Secretary of the company to discharge the secretarial functions of the Company w.e.f 03.02.2020, pursuant to Section 203 of the Companies Act, 2013.

Ms. Nikita Gupta was appointed as the Company Secretary & Compliance Officer on 03.02.2020 in place of Ms. Sanjana Khemka, the Compliance Officer who resigned w.e.f. 08.01.2020, duly accepted by the Board.

BOARDS COMMENT ON THE AUDITORS REPORT

The observation of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and does not call for any further comment.

BOARD MEETINGS

During the year 8 (eight) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Act and SEBI (LODR) Regulations, 2015. The Board of Directors duly met Eight (8) times during the financial year from 1st April 2019 to 31st March 2020. The dates on which the meetings were held are as follows: (1) 1st April, 2019 (2) 24th May, 2019 (3) 12th August, 2019 (4) 30th August, 2019 (5) 12th September, 2019 (6) 06th January, 2020 (7) 7th February, 2020 (8) 20th March, 2020.

PARTICULARS OF EMPLOYEES

No employee draws remuneration in excess of the limits provided in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Rule 5(2) of the said Rules state that the Boards Report shall include a statement showing the name of every employee, who, if employed throughout the financial year, was in receipt of remuneration for that year, which, in aggregate, was not less than Rs. 60 lakhs and if employed, for part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate was not less than Rs. 5 lakhs per month.

The Company has not issued or provided any Stock Option Scheme to its employees, during the year under review. Hence, no information as per provisions of Section 62(1) (b) of the act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued there under and Regulation 19 of the Listing Regulations, the Board of Directors have formulated the Nomination and Remuneration Policy of your Company on recommendation of Nomination and Remuneration Committee.

The information, in respect to details of remuneration paid, as set out under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to Directors and Key Managerial Personnel of your Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a code of Conduct for Prevention of Insider Trading, as prescribed by the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities of the Company by the Directors and designated employees and their relatives. The code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the code. All the Directors and the designated employees have complied with the code during the year under report.

PARTICULARS OF LOANS GURANTEES OR INVESTMENT

Section 186 have been complied by the company as per the provisions laid down by the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual report in Form MGT-9 as required under section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is attached as Annexure- 2 to this report.

Pursuant to Section 134(3) (a), Annual Return of the Company is available in the Companys website (weblink: http://www.siddhaventures.com/downloads/2020/RTA MGT%209 2019-2020 SVL.pdf)

RELATED PARTIES TRANSACTIONS

There are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other Designated Persons which may have a potential conflict with the interest of the Company at large. Thus Disclosure in Form AOC - 2 is not required. However, the disclosure of transactions with related party for the year, as per Accounting Standard - 18 Related Party Disclosures is given in Notes to the Balance sheet, if any, as on 31st March, 2020.

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which are considered material in accordance with the policy of the Company on materiality of related party transactions.

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

Since the Companys Business does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable.

However the information, as applicable, is given hereunder:

A.) CONSERVATION OF ENERGY:

Information on Conservation of Energy and capital investment thereon as required to be disclosed in terms of the aforesaid Rules are not given since the Company has not dealt in

those areas. However it has always been endeavor of the Company to reduce the wastages due to unnecessary consumption of energy and save them for the future consumption.

B) TECHNOLOGY ABSORPTION

Keeping in mind the nature of business carried on by the Company, your Directors believe that our research activities and innovations would always help us to prepare for future growth & opportunities and provide maximum benefits to the stake-holders. Our endeavor is to carry out applied research in the areas that are closely related to realization of the business objectives.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not earned any foreign exchange during the year.

CODE OF CONDUCT

A Code of Conduct has been approved by the Board of Directors, which is applicable to the Members of the Board and all employees in the courses of day to day business operations of the Company. The Code has been placed on the Companys website www.siddhaventures.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board members and the senior management personnel have complied compliance with the Code.

RISK MANAGEMENT & MITIGATION

In view of the nature of business of the Company, the Company had all along been conscious of the risks associated with nature of its business and there is appropriate structure present, so that risks are inherently monitored and controlled. Risk identification, risk assessment and risk Management procedures for all functions of the Company are reviewed by the Audit Committee and the Board on regular basis. Pursuant to section 134(3) (n) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Company has formulated risk management policy.

At present the Company has not identified any element of risk which may adversely affect functioning of the Company.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

In compliance with the Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors of the company was held to review and evaluate the performance of the Non-Independent Directors and the Chairperson of the Company taking into account the views of the Executive Directors and non- Executive Directors; assessing the quality, quantity and timeliness of flow information between the Company management and the Board and also to review the overall performance of the Board. The meeting of the Independent Directors of the Company was held on 10th February, 2020, wherein the performance of the Non- Independent Directors including the Chairperson and of the Board as a whole was evaluated.

The Nomination and Remuneration committee also co-ordinates and overseas the annual selfevaluation of the performance of the Board, Committees and Individual Directors.

POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE

Our Company is committed to create and maintain an atmosphere in which employees can work together without fear of Sexual Harassment, Exploitation or intimidation .As required under the

Provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee (ICC). No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report. This is in compliance with section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

AMOUNTS TRANSFERRED TO RESERVES

During the financial year under report, your Directors do not propose to create any specific Reserve(s).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The requirement of implementation of CSR activity is presently not applicable to the Company. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

ISSUE OF SHARES/BUY BACK/EMPLOYEES STOCK OPTION SCHEME/SWEAT EQUITY

a) The Company has not issued shares with differential voting rights, hence no information as per provisions of Section 43(a)(ii) of the act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

b) The Company has not issued any Sweat Equity Share during the year under report and hence no information as per provisions of Section 54(1) (d) of the act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

c) The Company has not issued or provided any Stock Option Scheme to its employees, during the year under review hence no information as per provisions of Section 62(1) (b) of the act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) The Company has not bought back any of its shares, and hence no information as per provision of Section 67(3) of the act read with Rule 16(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

DEMATERIALISATION OF SHARES.

77.06% approximate of the Companys paid up Equity Share Capital of the Company is in dematerialized form as on 31st March 2019 and balance 22.94% is in physical form. The Companys

Registrar and Share Transfer Agent is M/s. C. B. Management Services (P) Ltd having its registered office at P-22, Bondel Road Kolkata-700 019.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance to provisions of section 177(9) & (10) of the Companies Act, 2013 a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The purpose of the policy is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/ or discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose.

The policy on the aforesaid mechanism is available in the Companys website (weblink: http://www.siddhaventures.com/links.html)

STATUTORY & LEGAL MATTERS

The Company has no significant and/or material order (s) passed by any regulators/Courts/Tribunals impacting the going concern status and the Companys operations in future.

ACKNOWLEDGEMENTS

The Directors take opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. The Directors also thank the employees of the Company for their valuable service and support during the year. The Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.

For and on behalf of the Board

Date: 20.07.2020 Place: Kolkata

Sd/- Sd/- Sd- Sd-
Siddharth Sethia Laxmipat Sethia Sushma Saraf Sandip Sharma
Director Managing Director Independent Director Independent Director
DIN: 00038970 DIN: 00413720 DIN:07381349 DIN: 07471333