SORIL Infra Resources Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting the Fifteenth Annual Report together with audited financial statement of SORIL Infra Resources Limited ("the Company") for the financial year ended March 31, 2020.

The financial year 2019-20 saw the COVID-19 pandemic further add to the economic headwinds that the Indian economy has been facing. The pandemic is expected to substantially impact domestic and global growth, and worsen geopolitical uncertainties.

FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the financial year ended March 31, 2020 are as under:

Particulars For the Financial Year ended March 31, 2020 For the Financial Year ended March 31, 2019
Profit before tax and depreciation 189,984,338 347,053,297
Less: Depreciation and amortisation 238,839,922 196,485,247
(Loss)/Profit before tax (48,855,584) 150,568,050
Less: Prior period tax adjustments - -
Less: Current period tax adjustments - 465,732
(Loss)/Profit after tax (48,855,584) 150,102,318
Add: Other Comprehensive Income 2,257,038 6,544,805
Add: Adjustment of transition of Ind AS 116 1,512,715 -
Add: Brought forward Losses (1,344,224,166) (1,497,645,103)
Amount available for appropriation (1,389,309,997) (1,340,997,980)
Less: Appropriations:
Proposed dividend on preference shares 2,676,105 2,676,105
Corporate dividend tax thereon 550,081 550,081
Balance carried forward to Balance Sheet (1,392,536,183) (1,344,224,166)

The Board has not proposed to transfer any amount to any reserve(s).

BUSINESS OVERVIEW

The Company endeavours to create sustainable business for the benefit of its stakeholders. Currently, directly and through its subsidiaries, the Company is engaged in the businesses of equipment renting services, LED lighting, financing & related activities, management and maintenance services, etc.

During the year under review, business operations of the Company were progressive. The Company established distribution channels of LED Lighting business across the country, completed the first full year of operations of the financial services business, and performed reasonably well in equipment renting services during a tough year for the real estate and infrastructure sectors inflicted by the credit crisis.

Your Directors believe that all these businesses have huge potential and the Company shall focus on two core aspects of its businesses as we sail through these unprecedented times:

1) Ensuring that all business operations are gradually restored while supporting all stakeholders - employees, supply chain partners, and customers.

2) Focusing on triggering the next wave of business growth through an innovative and competitive approach towards products and services.

The Board has geared itself to navigate the challenges posed by Covid-19. The Company is focused in capital preservation, balance sheet protection, and operating expenses management.

The Company has made a detailed impact assessment of the pandemic based on internal and external information available (up to the date of approval of financial results), of its liquidity position, recoverability, and carrying values of receivables and other assets including financial assets. It has accordingly made provisions or impaired assets wherever required and accounted for it in the financial books. The impact assessment of Covid-19 is an on-going process and the Company will continue to monitor any material changes.

The management teams of the respective businesses regularly assess policy and programs of the economy to evaluate the impacts on income, operating costs, productivity, competitiveness and sustainability.

SEGMENT WISE BUSINESS REVIEW

Equipment renting services branded as "Indiabulls Store One" The Company is pioneer in the field of equipment rental solutions in India. Primary equipment in the rental fleet are tower cranes, passenger hoists, piling rigs, excavators, dozers, motor graders, wheel loaders, mobile boom placers, transit mixers, dumpers, steel stir-up machines, concrete batching plants. All equipment is of reputed international & Indian manufactures.

Indiabulls store one is working with most of the reputed corporate infrastructure companies and providing them end to end solutions in operations and maintenance of rental equipment. The business operates from offices in Mumbai, Gurgaon, Kolkata, Hyderabad, Bangalore, Ahmedabad, Pune and Chennai. Its pan India presence helps to provide seamless services to customers and gives competitive advantage in the market. The professional team managing the business has vast experience and is committed to providing the best customer service.

Renting division started with sales and service of aerial work platform in financial year 2020 and received encouraging orders from eclectic customers. We are initially trading in electric scissor lifts, diesel scissor lifts, articulated boom lifts, and telescopic booms. We shall be gradually adding more variants of machines required by the construction and infrastructure sector. Aerial work platform equipment segment has huge potential in manufacturing, warehousing, airports, power, ports, and metro. The products offered by the Company are of highest safety standards and comply with European standards.

We are currently serving industry segments such as real estate, precast, infrastructure, metro, cement, mining, petroleum refinery, piling, industrial, and road. Our endeavour is to expand the customer base into new segments such as airports, steel, power, and ports. This will further strengthen our position as a leading equipment solution provider in the country.

During the year end, the renting division had a revenue of Rs 75.37 crores which is a decrease of 11.32% in reference to the previous year primarily due to management adopting stricter credit controls policy in view of the liquidity position in the market.

We continue to pursue excellence in following areas:

• Customised leasing and rental solutions

• Ability to swiftly mobilise and execute projects across the country

• Design and execution capabilities to handle complex projects

• Professional team to manage O&M activities at project sites

• Highest safety standards

• Higher availability and reliability of rental machines, which helps customers to execute projects faster

Your company is fully poised to take advantage of government investment in the infrastructure sector. In Union Budget 2020-21, the Government has given a massive push to the infrastructure sector by allocating Rs 1.82 lacs crore (US$ 24.27 billion) to enhance the transport infrastructure. The logistics sector in India is growing at 10.5% annually and is expected to reach Rs 16.13 lacs crores (US$ 215 billion) in 2020.

India is expected to become the third largest construction market globally by 2022. India has a investment requirement of Rs 58.32 lacs crores (US$ 777.73 billion) towards infrastructure by 2022 for a sustainable development in the country.

In April 2020, the government set a target of constructing roads worth Rs 15.96 lakh crore (US$ 212.80 billion) in the next two years. Rs 2.39 lacs crores ( US $ 31.81billion) will be invested in smart cities mission.

We are optimistic that the pandemic will prove to be a watershed moment in equipment renting demand as the government will be compelled to work on a very strict monitoring mechanism of infrastructure projects implementation to restore the GDP growth of at least 9% in the near future.

LED lighting branded as "Ib LED"

Indiabulls LED has created an exciting story in institutional and consumer LED Lighting segments in India with primary focus to provide reliable, sustainable and technologically advanced LED lighting products to Indian consumers and institutional buyers. All products are designed, developed and manufactured in India.

Having successfully positioned itself in the first two years of operations, Indiabulls LED completed the third year with a comprehensive product range, creating reach and presence in pan India markets. The revenue of Rs 68.24 crores in the current year is an increase by 46.72% as compared to the previous year.

Business strategy has been to establish the distribution network across the country. The vision of the Company is to establish itself in the consumer product segments through LED Lights and scale up the operations to other products at the appropriate time.

The lighting division possesses one of the best talent pools in the LED Industry in R&D, development, design, supply chain management, and sales functions. We are determined to offer appropriate lighting solutions with an underlying emphasis on "Lights that understand you"

The Company has state of the art contract manufacturing facilities located in Mumbai region, Daman, Hyderabad, Baddi, and Bangalore, and has set up a technologically advanced Lighting Innovation Centre in Mumbai, which aspires to be the best in class in the industry.

Our growth drivers:

• Very active centre of excellence in product innovation, adapting new technologies and providing cost effective LED lighting solutions to customers.

• Presence in over 150 town/cities of India through 300 channel partners and more than 9000 retailer points for customers and consumers.

• Consistency of quality. We shall continue to adopt the best practices for product reliability. We are an ISO 9001:2015 certified Company.

• Delivering on customer service as per promise.

Customers

In the previous year, the team had many celebrations on winning prestigious accounts. We shall strive to grow further in IT / ITES, banking and financial institutions, real estate, manufacturing, pharmaceutical industries, and infrastructure project space in the institutional LED segment and service residential consumers through the consumer LED segment.

Financing & related activities, branded as "Indiabulls Rural Finance"

The Company forayed into financial services business in financial year 2019 by acquiring 100% stake in Littleman Fiscal Services Limited, a Non-Banking Finance Company registered with RBI. Subsequently the name of the company was changed to Indiabulls Rural Finance Private Limited on 24th April, 2019.

The NBFC was acquired on 25th January 2019. Upon acquisition, we started operations and in a short span of time, the management proved its profound capabilities by establishing 24 branches; recruiting 285 employees; implementing new age loan origination and management system; and building a loan portfolio of Rs 235.45 crores comprising 3200 clients with very insignificant NNPA. We had above average profitability in first year of operations. The Company has a capital adequacy ratio of 59.88% and networth of Rs 123.96 crores as on March, 20.

The Company shall continue to perform and transform credit delivery by virtue of its people, technology, and understanding of customer profile.

The Company is focused on providing largely secured term loans to MSME, small business, and traders for business purposes. We will also offer home loans in affordable and low ticket size categories, largely to the MSME sector employees and business owners in Tier II and Tier III cities, who are drivers of economic growth in the country.

Brief overview of MSME sector:

The Micro, Small and Medium Enterprises (MSMEs) Sector contributes significantly to the Indian Economy in terms of GDP in exports and generating employment.

MSME Units (#) Jobs created Contribution to exports % of GDP
6.34 crores 12 crores 48.10% of total exports 30.74% of the GDP

The MSME sector has consistently maintained a growth rate of over 10%. About 20% of the MSMEs are based in rural areas, which indicates a significant rural workforce in the MSME sector, and exhibits the importance of these enterprises in promoting sustainable and inclusive development. (Source: CII Website)

Particulars Micro Small Medium Total
Debt demand 13,32,000 24,57,000 3,75,000 41,64,000
Debt Supply 11,68,000 11,68,000
Debt gap 29,96,000 29,96,000
Debt Demand Growth Debt Demand- sector wise
21% CAGR 47% Manufacturing
53% service sector

(Data Source: marketreportsonindia.com)

The Company shall pursue the above opportunity and is confident in ability to capitalise on the present NBFC environment through its approach to business and abrestness on governance of rural economies and MSME credit policies.

Management and maintenance services:

The Company has developed expertise in all avenues of management and maintenance of properties. The Company currently manages and maintains residential properties in Mumbai and NCR for which the revenue was Rs 24.76 crores.

To streamline the operations and ownership structure of the Company, in a manner leading to maximization of stakeholders value and diversification of shareholders portfolio by providing them direct ownership in each business segments, the Board of Directors of the Company has approved the composite Scheme of Arrangement amongst the Company, its holding company Indiabulls Integrated Services Limited ("IBULISL") and their subsidiaries (viz, Albasta Wholesale Services Limited, Sentia Properties Limited, Lucina Infrastructure Limited, Ashva Stud and Agricultural Farms Limited, Mahabala Infracon Private Limited, Store One Infra Resources Limited, Indiabulls Enterprises Limited and Indiabulls Pharmacare Limited) and Indiabulls Pharmaceuticals Limited and their respective shareholders and creditors ("Scheme"). Pursuant to the Scheme, the shareholders of the Company will get shares of Indiabulls Enterprises Limited, free of any cost, in lieu of their shareholding in the Company. The public shareholders of the Company, in lieu of their shareholding in the Company, will also get the benefit of having the direct ownership in the life and non-life insurance businesses, being carried out under IBULISL.

Pursuant to the Scheme, the public shareholders of the Company will get extra shares of IBULISL, free of any cost, in lieu of their shareholding in the Company. With this, post effectiveness of the Scheme, they will have shares of two listed entities -

(1) IBULISL, shares of which are listed on NSE and BSE, focusing on insurance and related businesses, and

(2) Indiabulls Enterprises Limited, shares of which will be listed on NSE and BSE, focusing on non-insurance businesses of the Company and of IBULISL and their subsidiaries (including proposed pharma business and rural finance business).

Your directors are pleased to inform that, during FY 2019-20, the Company had received NOCs (observation letters) from the National Stock Exchange of India Limited and BSE Limited, and have filed the Scheme and Company Application, under Section 230 to 232 of the Companies Act, 2013 and Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, before jurisdictional bench of NCLT.

DIVIDEND

In view of the accumulated losses and for business requirements of the Company, your Directors do not recommend any dividend for the FY 2019-20.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the FY 2019-20, in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Supriya Bhatnagar (DIN: 08731453) was appointed as an Non-executive Independent Woman Director (Additional Director), on the Board of the Company for a period of two years, w.e.f. March 31, 2020.

Further, subsequent to the year end, w.e.f. August 28, 2020, Mr. Munish Taneja (DIN: 08851660) has been appointed as Whole-time Director (Additional Director) and Key Managerial Personnel of the Company, designated as Executive Director, for a period of five years on such remuneration as detailed in the Notice convening the 15th Annual General Meeting of the Company.

Being Additional Directors, Mr. Munish Taneja and Mrs. Supriya Bhatnagar, hold office as such upto the date of ensuing Annual General Meeting. Keeping in view their skill sets, unique planning, execution, management and administration capabilities, the Board recommends appointment of

(a) Mr. Munish Taneja as Whole-time Director and Key Managerial Personnel of the Company, designated as Executive Director, liable to retire by rotation, for a period of five years w.e.f. August 28, 2020;

(b) Mrs. Supriya Bhatnagar as an Independent Director of the Company, not liable to retire by rotation, for a term of two years w.e.f. March 31, 2020. In the opinion of the Board, they are persons of integrity and possess requisite skills for discharging their duties as such. Keeping in view, the experience and knowledge of Mr. Taneja and Mrs. Bhatnagar, the Board is of the view that their appointment as such will be in the interest of the Company.

Upon getting approval of the shareholders for appointment of Mrs. Bhatnagar as an Independent Director her appointment shall be formalized by issuing a letter of appointment to her, which shall be open for inspection by the members at the registered office of the Company, in terms of applicable provisions of the Companies Act, 2013.

Further, Mr. Divyesh Bharatkumar Shah, Non-executive Director (DIN: 00010933) resigned from the directorship of the Company w.e.f. August 28, 2020. The Board places on record its appreciation for the contribution made by him during his tenure on the Board of the Company.

In accordance with Section 152 of the Companies Act, 2013 and rules framed thereunder, and in terms of the Articles of Association of the Company, Mrs. Sargam Kataria (DIN: 07133394), Non-Executive Director, retire by rotation, and being eligible, offer herself for re-appointment at the ensuing the Annual General Meeting. The Board of Directors recommends her re-appointment.

The matter relating to appointment/ re-appointment of aforementioned directors have been included in the Notice convening the 15th Annual General Meeting of the Company. The brief resume of the Directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas and name of the Companies in which they hold directorships and memberships/chairmanships of Board Committees and other requisite information, are provided in the Notice convening the 15th Annual General Meeting of the Company.

All the present Independent Directors of the Company have given declaration that they meet the Criteria of Independence laid down under Section 149(6) of the Companies Act, 2013.

SHARE CAPITAL/ STOCK OPTIONS

The paid up equity share capital of the Company as on March 31, 2020, was Rs 31,50,00,000 comprising of 3,15,00,000 equity shares of Rs 10/- each. An aggregate of 45,00,000 stock options, granted under Companys ESOP Schemes were in force as on March 31, 2020, which shall be exercisable as per the vesting schedule of respective ESOP Schemes. Presently, stock options granted to the employees operate under the schemes, namely; SORIL Infra Resources Limited Employee Stock Option Scheme - 2009 and SORIL Infra Resources Limited Employee Stock Option Scheme - 2009(II) (hereinafter individually and/or collectively referred to as the "Scheme(s)").

Further pursuant to and in terms of shareholders authorization dated February 5, 2020, the Company in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as amended from time to time (hereinafter referred to as "SBEB Regulations"), has set up an employees welfare trust titled "SORIL Infra Resources Limited- Employees Welfare Trust" (the "Trust") to efficiently manage the "Scheme(s)" and to acquire, purchase, hold and deal in fully paid-up equity shares of the Company from the secondary market, for the purpose of administration and implementation of the Scheme as may be permissible under the SBEB Regulations. Since shares issued, on account of exercise of options, granted/to be granted under the Scheme, will be out of those purchased by the Trust from the secondary market, there will be no dilution in shareholding.

The disclosures required to be made under Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014 and the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, in respect of Schemes of the Company, have been placed on the website of the Company www.sorilinfraresources. com.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, therefore, the disclosures required in terms of Rule 8 of the Companies (Accounts) Rules, 2014, are not required to be given.

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN:INE034H01016) of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2020-21 have been paid.

AUDITORS

(a) Statutory Auditors

M/s Agarwal Prakash & Co. (Firm Registration No. 005975N), the Statutory Auditors of the Company were re-appointed by the members at their Fourteenth Annual General Meeting, held on September 30, 2019, for a period of five years i.e. until the conclusion of the Nineteenth Annual General Meeting of the Company. The Ministry of Corporate Affairs (MCA) vide its notification no. S.O. 1833(E) dated May 7, 2018 has done away with the requirement of getting the appointment of the Statutory Auditors ratified at every Annual General Meeting and therefore no such ratification is being sought at ensuing Annual General Meeting of the Company The Auditors Report forming part of this Annual Report is self-explanatory and therefore do not call for any further explanation. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. No frauds have been reported by the Auditors of the Company in terms of the provisions of Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules made thereunder the Company has appointed M/s NP Gupta & Associates, a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company for the Financial Year 2019-20. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Secretarial Audit Report, along with Secretarial Compliance Report, as prescribed by SEBI, for the Financial Year 2019-20, are annexed as Annexure 1(i) and Annexure 1(ii) respectively, and forms part of this Report. The Reports are self - explanatory and therefore do not call for any further explanation. The Secretarial Audit Report of the unlisted material subsidiary is annexed as Annexure 2. The Secretarial Audit Report of the Company and this subsidiary does not contain any qualification, reservation or adverse remark or disclaimer.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects as per its CSR Policy (available on Companys website at web-link: https://www.sorilinfraresources.com/files/1575020422.pdf) and the details are contained in the Annual Report on CSR Activities given in Annexure 3, forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013, read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI LODR, Management Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI LODR, a separate section on Corporate Governance practices followed by the Company, together with a certificate from a Practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2020 and the profit and loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls are in place and that such financial controls are adequate and are operating effectively; and

f) that systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3) of the Companies Act, 2013 and rules framed thereunder, Extract of the Annual Return for the Financial Year ended 31st March, 2020 is annexed as Annexure 4, forming part of this Report and is also available at website of the Company, at web-link: https://www.sorilinfraresources.com/files/157502020.pdf

BOARD MEETINGS

During the FY 2019-20, 4 (Four) Board Meetings were convened and held. The details of such meetings are given in Corporate Governance Report forming part of this Annual Report. The intervening gap between these meetings was within the period prescribed under the Companies Act, 2013. The notice and agenda including all material information and minimum information required to be made available to the Board under Regulation 17 read with Schedule II Part A of the SEBI LODR were circulated to all directors, well within the prescribed time, before the meeting or placed at the meeting with the consent of majority of Directors (including one Independent Director). During the year, separate meeting of the Independent Directors was held on February 14, 2020, without the presence of Non-Independent Directors and the members of the Company Management.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Nomination & Remuneration Committee (NRC) of the Board reassessed the framework, methodology and criteria for evaluating the performance of the Board as a whole, including Board committee(s), as well as performance of each director(s) and confirms that the existing evaluation parameters are in compliance with the requirements as per SEBI guidance note dated January 5, 2017 on Board evaluation. The existing parameters includes effectiveness of the Board and its committees, decision making process, Directors/members participation, governance, independence, quality and content of agenda papers, team work, frequency of meetings, discussions at meetings, corporate culture, contribution and management of conflict of interest. Basis these parameters, the NRC had reviewed at length the performance of each director individually and expressed satisfaction on the process of evaluation and the performance of each Director. The performance evaluation of the Board as a whole and its committees, as well as the performance of each director individually was carried out by the entire Board of Directors. The performance evaluation of the Non-Independent Directors and the Board of Directors, as a whole was carried out by the Independent Directors in their meeting held on February 14, 2020. The Directors expressed their satisfaction with the evaluation process.

Also the Executive Director of the Company, on a periodic basis, has had one-to-one discussion with the directors for their views on the functioning of the Board and the Company, including discussions on level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders and implementation of the suggestions offered by Directors either individually or collectively during different board/ committee meetings.

REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration on recommendation of Nomination and Remuneration Committee. The Remuneration Policy is briefly stated in the Corporate Governance Report forming part of this Annual Report and is also available at the website of the Company, at web-link: https://www.sorilinfraresources.com/files/1575020280.pdf

LOANS, GUARANTEES OR INVESTMENTS

During the FY 2019-20, in terms of the provisions of Section 186(1) of the Companies Act, 2013, the Company did not make any investments through more than two layers of investment companies.

The Companys investment/loans/guarantees during FY 2019-20 were in compliance with the provisions of Section 186 of the Companies Act, 2013, particulars of which are captured in financial statements of the Company, forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

During the year, no materially significant related party transaction was entered by the Company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. Details of all related party transactions are disclosed in the financial statement of the Company forming part of this Annual Report. None of the transactions with related parties is material transaction and/or transaction which is not at Arms length, requiring disclosure pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Therefore the information required in prescribed form AOC - 2 is not applicable. The Policy on materiality of Related Party Transactions and also on dealing with such transactions is available on the website of the Company, at web-link: https://www.sorilinfraresources.com/files/1589435017.pdf

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an elaborate system of internal controls commensurate with the size, scale and complexity of its operations; it also covers areas like financial reporting, fraud control, compliance with applicable laws and regulations etc. Regular internal audits are conducted to check and to ensure that responsibilities are discharged effectively. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with regulatory directives, efficacy of its operating systems, adherence to the accounting procedures and policies. Wherever required, the internal audit efforts are supplemented by audits conducted by specialized consultants/audit firms. Based on the reports of the Internal Auditors, process owners undertake corrective actions, in their respective areas and thereby strengthen the controls.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed in this report, there are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the Financial Year of the Company i.e. March 31, 2020 and the date of this Report.

Further, no significant and material orders were passed by the regulators or courts or tribunals, impacting the going concern status and Companys operations in future.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, is as under:

A. Conservation of Energy

The Company operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy.

As an ongoing process, the followings are

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy; and

(iii) the capital investment on energy conservation equipment:

The Company continues to explore collaboration with contractors/partners that ensure conservation of energy and resources. The Company also undertake all necessary steps to conserve energy at its offices and business operations / projects / sites etc. The Company has been able to reduce energy consumption by using star rated appliances where possible and also through the replacement of CFL lights with LED lights. Some of the steps undertaken for the conservation of energy are

(a) using energy saving LED light fixtures at all of its offices/sites etc by replacing lighting system with LEDs,

(b) installation of star energy conservation air conditioning systems,

(c) installation of automatic power controllers to save maximum demand charges and energy,

(d) installation of TFT monitors that saves power,

(e) usage of advance latest technology products, machines, equipment, techniques and

(f) periodic training sessions for employees on ways to conserve energy in their individual roles.

The Company continuously aims to reduce the impact on environment by optimizing the usage of various resources. The Company will explore solar energy, as alternate source of energy, to meet the energy demands, wherever possible.

B. Technology Absorption

The Company has implemented best of the class infrastructure to manage its business processes to achieve higher efficiency. It has helped it in implementing best business practices and customer services, at reduced operational costs.

I. The efforts made towards technology absorption:

The Company is investing in cutting edge technologies to upgrade its infrastructure set up and innovative technical solutions, thereby increasing customer satisfaction & employee efficiency. The Companys endeavored is to use upgraded, advance and latest technology machines, equipment etc, which improves customer delight and employee efficiency. Deployment of upgraded / advanced machines, equipment etc to substitute manual work partly or fully, using LED lighting in our office buildings, using timers for external lighting and basement lighting for switching lights on/off as per peak and non-peak hours are some further steps towards optimizing the usage of various resources by adopting technology. The Company promotes the use of electronic means of communication with its shareholders by sending electronic communication for confirmation of payments and other similar purposes. The Company also encourages the use of electronic mode of communications to and from all its stakeholders. Soft copies of the annual report(s) along with the notice convening the Annual General Meeting(s) were sent to its shareholders so as to minimize the usage of paper.

Companys LED business has created an exciting story in institutional and consumer LED Lighting segments in India with primary focus to provide reliable, sustainable and technologically advanced LED lighting products to Indian consumers and institutional buyers. All products are designed, developed and manufactured in India. The Company has state of the art contract manufacturing facilities located in Mumbai region, Daman, Hyderabad, Baddi, and Bangalore, and has set up a technologically advanced Lighting Innovation Centre in Mumbai, which aspires to be the best in class in the industry.

Companys equipment renting business also continuously adopt new technologies to achieve better productivity in project execution space.

II. The benefits derived like product improvement, cost reduction, product development or import substitution:

The Companys investment in technology has improved customer services, reduced operational cost and development of new business opportunities. Also, there is cost reduction in the administration and business operations expense through utilization of scheduling and planning, efficient practices, usage of improved, advanced and latest technology machines, equipment etc. Some of the initiatives are: In-depth planning, organising/ scheduling/ structuring the work in tandem with job descriptions to ensure efficiency, engaging specialized contractors/ consultants to complete tasks efficiently, introducing rules and regulations based on national and international standards and internal classifications, monitoring performance at projects and administrative offices.

III. Information regarding imported technology (imported during last 3 years) and Expenditure incurred on Research & Development:

Not Applicable, since the Company has not imported any technology or incurred expenses of Research & Development, during such period.

C. Foreign Exchange Earnings and Outgo

There were no earnings in the foreign exchange during the year under review, the foreign exchange outgo is given in the table below:

Particulars For the year ended March 31, 2020 For the year ended March 31, 2019
Foreign Exchange Outgo
Purchase of fixed assets and spares and services 6,653,679 22,48,75,730
Purchase of inventory of LED 29,098,417 1,60,46,953
Travelling and conveyance - 6,54,452
Foreign Exchange Earnings
Export sale of LED Lighting - 5,01,840

BUSINESS RISK MANAGEMENT

Pursuant to the applicable provisions of the Companies Act, 2013, the Company has formulated robust Business Risk Management policy to identify and evaluate business risks and opportunities. This policy seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company at various levels including the documentation and reporting. At present, the Company has not identified any element of risk which may threaten its existence. The requirement of constituting Risk Management Committee in terms of SEBI LODR is not applicable to the Company.

PARTICULARS OF EMPLOYEES

Pursuant to the applicable provisions of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures on Managerial Remuneration are provided in Annexure 5, forming part of this Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, read with the said rules, the Boards Report is being sent to all the shareholders of the Company excluding the annexure on the names and other particulars of employees, required in accordance with Rule 5(2) of said rules, which is available for inspection by the members, subject to their specific written request, in advance, to the Company Secretary. The inspection is to be carried out at the Companys Registered Office or at its Corporate Office, at Gurugram, during business hours on working days of the Company up to date of ensuing Annual General Meeting.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through presentations about the Companys strategy, business model, product and service offerings, customers & shareholders profile, financial details, human resources, technology, facilities, internal controls and risk management, their roles, rights and responsibilities in the Company.

The Board is also periodically briefed on the various changes, if any, in the regulations governing the conduct of Independent Directors. The details of the familiarization programs have been hosted on the website of the Company, at web-link: https:// www.sorilinfraresources.com/files/1575019101.pdf

SUBSIDIARY COMPANIES

Pursuant to Section 129 of the Companies Act, 2013, the Company has prepared its Consolidated Financial Statements along with its subsidiaries, in the same form and manner, as that of the Company, which shall be laid before its Fifteenth Annual General Meeting along with its Standalone Financial Statements. The Consolidated Financial Statements of the Company along with its subsidiaries, for the year ended March 31, 2020, forms part of this Annual Report.

For the performance and financial position of the subsidiaries of the Company, along with other related information required pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the Members are requested to refer to the Financial Statements of the Company. Further pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company. Shareholders may write to the Company for the annual financial statements and detailed information on subsidiary companies. Further, the documents shall also be available for inspection by the shareholders at the registered office of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES OR ASSOCIATE COMPANIES

During the FY 2019-20, none of the companies became or ceased to be the subsidiaries or associate of the Company.

COMMITTEES OF THE BOARD

The Company has following Board constituted committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

The details with respect to composition, power, role, terms of reference, etc. of each of these committees are given in the Corporate Governance Report forming part of this Annual Report.

Apart from the above, the Board has also constituted Compensation Committee for administration of stock option scheme(s), Management Committee for operational matters, Issuance Committee for considering issuance of securities and Reorganization Committee for on-going Scheme and reorganization plans.

SECRETARIAL STANDARDS

The Board of Directors state that the Company has complied with the applicable Secretarial Standards (SS-1 and SS-2) respectively relating to Meetings of the Board, its Committees and the General Meetings as issued by the Institute of Company Secretaries of India.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards harassment at the workplace and has complied with the provisions and constituted an Internal Complaints Committee and also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

During the financial year 2019-20, no cases of sexual harassment were reported.

APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company has implemented the Whistle Blower Policy ("the Policy"), to provide an avenue for employees to report matters without the risk of subsequent victimization, discrimination or disadvantage. The Policy applies to all employees of the Company. Pursuant to the Policy, the whistle blowers can raise concerns relating to matters such as breach of Companys Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, misappropriation of Companys funds / assets etc. A whistle-blowing or reporting mechanism, as set out in the Policy, invites all employees to act responsibly to uphold the reputation of the Company. The Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices. The details of the Whistle Blower Policy are available on the website: www.sorilinfraresources.com of the Company. The Audit committee set by the Board constitutes a vital component of the whistle blower mechanism and instances of financial misconduct, if any, are reported to the Audit committee. No employee is denied access to the Audit Committee.

GREEN INITIATIVES

In terms of General Circular No. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 22/2020 dated 15th June, 2020, issued by Ministry of Corporate Affairs, and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, issued by SEBI ("Circulars"), Electronic copies of the Annual Report 2019-20 and Notice of the 15th AGM are being sent to all

the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses are requested to follow procedure specified in the AGM Notice, to receive soft copies of the Annual Report 2019-20 and Notice of the 15th AGM through e-mail.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the 15th AGM. This is pursuant to section 108 of the Companies Act, 2013, read with applicable Rules and in accordance with the SEBI LODR Regulations. The instructions for e-voting are provided in the AGM Notice. Additionally, Insta-poll facility will also be provided to Members at AGM by KFintech, to enable casting of vote by such members who have not utilized e-voting mechanism.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For and on behalf of the Board of Directors
Anil Malhan Sargam Kataria
Date: October 13, 2020 Executive Director Director
Place: Gurugram DIN:01542646 DIN:07133394