SRM Energy Ltd Directors Report.

To

The Members of SRM ENERGY LIMITED

The Directors are pleased to present to you the Thirty Third Annual Report of your company along with the audited standalone and consolidated Financial Statements of Account for the year ended 31st March, 2020.

1. Financial Summary/highlights on Performance of the Company (Standalone & Consolidated):-

(in Rs. Million)

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from Operations - - - -
Other Income 0.85 - 1.33 -
Total Revenue - - - -
Operational Expenses - - - -
Employee Benefit Expenses 3.34 2.13 3.34 2.13
Interest and Finance Charges - - - -
Depreciation and Amortizations - - 139.92 30.00
Other Expenses 1.14 1.98 24.53 1.98
Total Expenses 4.47 4.11 167.79 34.11
Profit/(Loss) before exceptional items (3.62) (4.11) (166.46) (34.11)
Exceptional Items - - - -
Profit/(Loss) for the year (3.62) (4.11) (166.46) (34.11)

2. Covid-19 Corona Pandemic:

In the month of December 2020, the infection due to COVID- 19 was first reported in China. By the early of March, 2020 this contagious disease had taken a form of global pandemic which further turned into a global crisis. Various Governments in the world were forced to impose lock- down in the countries stopping the gross economic activities. In our country the lockdown remained till mid of the May, 2020.

The Company had shut its office effecting from 19th March, 2020 as a major safeguard against the spread of Corona virus also all the preventive measures as per the various circulars of Government of India and State Government was followed and adhered to. Further in lack of the business operations and turnover in the Company, no such impact on the profitability and cash flow etc. was made. However, the Board has remained vigil towards the internal control system. The Company has been disclosing and complying with the necessary requirements of the Law including the Listing Regulations. A due declarations about the impact of Corona Covid-19 has also been made in the Financial statement ending 31st March, 2020.

3. Dividend

There is no operating income or profit, hence no dividend is being recommended.

4. Reserves

There is no surplus available to be carried forward to reserve. However the negative balance in the Profit/Loss account has been accounted for with the reserves.

5. Results of Business Operations and the State of Companys Affairs

The project status of the Company remained static since the last reporting. However, we have been apprising you that it could not take off due to various reasons which included the unfavorable industrial scenario, change in the policies of the Govt. (over the period of time), status of the land acquisition and overall investment of the promoters being low etc. In the previous year, the subsidiary has also initiated to sell the land of the project as per the approval obtained from the shareholders. Hence as of now the project has been into the status of abandon.

During the financial year ended 31st March, 2020, the Company has reported Standalone and Consolidated Profit/ Loss before Tax of Rs. (3.62) millions and Rs. (166.46) millions, respectively.

The aforesaid continued adverse situation of the Company has led into the further reduction of Net worth of the Company, which further slipped from (Rs. 16.90) millions of the 2018-19 to (Rs. 20.52) millions of 2019-20. The losses of the Company has been (Rs.3.62) millions for 2019-20 which has further increased the negative Reserves to (Rs.111.12) millions in 2019-20 from (Rs.107.50) Millions in 2018-19. Though the promoters have been infusing funds to meet the liabilities and future running expenses of the Company.

In our previous reports, we had explained you in detail about the Loan obtained by the subsidiary Company. The total loan balance at the end of the financial year was Rs. 44,02,55,603. The sale process of the land is under the process and till the end of this reporting year, 97.68 acres of Land has been sold for Rs. 2,93,02,500/-.

6. Change in Nature of Business

In FY 2019-20, there was no change in the nature of business of the Company.

7. Material changes and commitment if any affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of the report

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year, i.e., 2019-20 till the date of this report i.e. 21st August, 2020.

8. Consolidated Financial Statement

As per Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), applicable provisions of the Companies Act, 2013 ("Act") read with the rules issued thereunder and Indian Accounting Standard (AS)-110 on Consolidated Financial Statements, the Audited Consolidated Financial Statement for the F.Y. ended 31st March, 2020 is provided in this Annual Report.

During the year, the Board of Directors reviewed the affairs of the subsidiary in accordance with Section 129(3) of the Act. Consolidated financial statements together with the auditors report form part of this annual report

9. Internal Financial Controls

The Company has in place adequate Internal Financial controls with reference to financial statements, which ensures the safeguard of all assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records etc. The Company has also adopted certain policies which ensures the comprehensive and effective management control and necessary compliances under various laws; such policies are, Vigil Mechanism Policies/ Whistle Blower Policies and Risk Management Policy.

The Audit Committee reconsidered and reviewed the Internal Financial Control and Risk Management system to which the statutory auditors confirm that the Companys Internal Financial control is adequate. The report on the Internal Financial Control issued by M/s. VATSS & Associates, Chartered Accountants, Statutory Auditors of the Company in compliance with the provisions under the Companies Act, 2013 is forming part as Annexure A of the Auditors Report for the F.Y. 2019-20.

10. Subsidiaries, Joint Ventures and Associate Companies

During the year under review, your Company has one wholly owned Subsidiary Company (WOS) viz. SRM Energy Tamilnadu Private Limited and it does not have any Joint Ventures and Associate Companies. The company regularly keeps a track on operational activities of its wholly owned subsidiary.

However, the members are requested to note that the said subsidiary could not commence its operations till date.

Material Subsidiary

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance

with the corporate governance provisions as specified in regulation 24, i.e., with respect to subsidiary of listed entity does not apply to the Company during the period under review. The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Companies Website which can be viewed on the Companys website at the below link:

http://www.srmenergy.in/Data/Documents/SRM%20Energy% 20-%20OD%20-%20Policy %20for%20Determining%20Material %20Subsidiary.pdf

11. Extract of Annual Return

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is provided in Annexure-1 to this Report.

12. Performance and financial position of each of the Subsidiaries, Associates and Joint Venture Companies included in the Consolidated Financial Statement.

Your company has one wholly owned subsidiary company i.e. SRM Energy Tamilnadu Private Limited. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing the salient features of the financials statements of all the Joint Ventures/ Subsidiaries in form AOC-1 is annexed hereto as Annexure-2 and, hence, not repeated here for the sake of brevity. Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, these financial statements are also placed on the Companys website at http://www.srmenergy.in/Home/AnnualReports

Copy of these financial statements shall be made available to any Member of the Company, on request. In accordance with Section 136 of the Companies Act, 2013 and the applicable Accounting Standard on the Consolidated Financial Statements, your Directors have attached the consolidated financial statements of the Company which form a part of the Annual Report.

The board has also explained about the material developments with the subsidiary Company above at Point No. 5.

13. Deposits

The Company has not accepted any deposits, thus far, within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The Ministry of Corporate Affairs vide Notification dated 22nd January, 2019 and 30th April, 2019 had mandated every company to file a form DPT-3 which requires to provide the details of deposit received or particulars of transactions not considered as deposits. The Company has duly complied with the requirements.

14. Statutory Auditors & Auditors Report

At the Annual General Meeting held on 30th September, 2015 M/s VATSS & Associates, Chartered Accountants (ICAI Firm Registration No. 017573N) were appointed as Statutory Auditors of the Company for a period of 5 years to hold office till the conclusion of the Annual General meeting to be held in Financial year 2020-21. They have successfully completed

the audit of the Company for the financial year 2019-20. Their tenure shall be completed with the conclusion of the ensuing Annual General Meeting. The Company is required to appoint a fresh auditor.

In view of the above, the Board considered the appointment of a new auditor. The Board found M/s Saini Pati Shah & Co, LLP, Chartered Accountants (ICAI Firm Registration No. 137904W/W100622) suitable to replace the retiring Auditors M/s VATSS & Associates. The Board recommends to appoint M/s Saini Pati Shah & Co, LLP, Chartered Accountants (FRN: 137904W/W100622), Mumbai, as statutory auditors of the company to hold office for a period of 5 years from the conclusion of this Annual General Meeting (from the Financial Year 2020-21) till the conclusion of the Annual General Meeting to be held for the Financial Year 2024-25 on such remuneration and terms and conditions as have been decided by the Board with their mutual consent.

Also to note that the Board has received necessary Certificate and Consent from M/s Saini Pati Shah & Co, LLP, Chartered Accountants (FRN:137904W/W100622) for the purpose of appointment for the aforesaid period.Their appointment is being placed before the shareholders for approval in the ensuing Annual General Meeting of the Company .

The Report given by the Auditors (M/s VATSS & Associates) on the financial statement of the Company is part of this Report. The standalone and the consolidated financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act.

Further, in terms of Section 143(12) of the Companies Act, 2013, no frauds has been reported by the Auditors to the Audit Committee.

15. Internal Auditor & their Report

M/s. Amar Jeet Singh & Associates, Chartered Accountants performs the duties of internal auditors of the Company for the financial year 2019-20 and their reports as reviewed by the audit committee from time to time. The internal audit assists the company to review the operational efficiency and the internal controls.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

The aforesaid Internal Auditor is further appointed for the Financial Year 2020-21 by the Board of Directors of the Company in their meeting held on 30th June, 2020.

16. Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of the Companies Act, 2013, Mr. Satish Kumar Nirankar, Company Secretary in Practice was appointed to undertake the Secretarial Audit, whose Audit Report is annexed vide Annexure - 3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

17. Disclosure about Cost Audit

The provisions of Section 148 of the Companies Act, 2013 relating to the cost audit are not applicable on the Company.

18. Share Capital

The Authorised Share Capital of the Company is Rs.

11.30.00. 000 divided into 1,13,00,000 Equity Shares of Rs 10/- each. The Paid-up Share Capital of the Company is Rs

9.06.00. 000 divided into 90,60,000 Equity Shares of Rs 10/- each.

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

19. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Your company has not initiated its operation till date, hence members are requested to consider the details as mentioned herein below:

(A) CONSERVATION OF ENERGY
The steps taken or impact on conservation of energy NA
The steps taken by the company for utilizing alternate sources of Energy NA
The capital investment on energy conservation equipments NA
(B) TECHNOLOGY ABSORPTION
The efforts made towards technology absorption NA
The benefits derived like product improvement, cost reduction, product development or import substitution NA
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) NA
The expenditure incurred on research and development NA

Details of Foreign currency transactions are as follows:

a. The company has not earned any income in Foreign Currency during the year.

b. The company has not incurred any expenditure in Foreign Currency.

20. Details of policy developed and implemented by the company on its Corporate Social Responsibility initiatives

The provisions for corporate social responsibility ("CSR") under the Companies Act, 2013, are not applicable to the company for the current financial year.

21. Directors and Key Managerial Personnel

The Companys policy is to maintain an optimum combination of Executive and Non-Executive Directors on the Board. The Composition of Board is as follows :

S.No Name of Director Designation
1. Mr. Vishal Rastogi Managing Director
2. Mr. Vijay Kumar Sharma Non-Executive and NonIndependent Director
3. Mr. Shailesh Kumar Singh Non-Executive and Independent Director
4. Mrs. Tanu Agarwal Non-Executive and Independent Director

A) Changes in Directors and Key Managerial Personnel (KMP):

During the year under review, no changes occurred in the composition of Board of directors and also no changes occurred with respect to the Key Managerial Personnel of the Company during the Financial Year 2019-20.

Reappointment of Directors

a) In terms of Section 152(6) and other applicable provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Vijay Kumar Sharma Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment, brief resume and other details of Mr. Vijay Kumar Sharma, who is proposed to be reappointed as Director of your company has been included in the Notice of the ensuing Annual General Meeting.

b) In Annual General Meeting held on 26th September, 2019 Mr. Vijay Kumar Sharma was Regularized as NonExecutive & Non-Independent Director of the Company.

c) In Annual General Meeting held on 26th September, 2019 a special resolution was passed for approving redesignation of Mrs. Tanu Agarwal from Non-Executive & Non-Independent Director to Independent Director.

B) Declaration of Independent Directors

The Company has received necessary declarations from each Independent Director as per the provisions of Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015 .

C) Details of training imparted to Independent Directors

Within the terms of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company is exempted from the compliances of the requirements of Regulation 25 (7) of the said Regulations. However, the company conducts a familiarization program in which various amendments in Companies Act, 2013 and Amendments in SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 are discussed.

The details of familiarization program program imparted to Independent Directors are available on the website of the company and can viewed on the following link

http://www.srmenergy.in/Data/Documents/SRM%20Energy% 20-%20OD%20 %20Details%20of%20Familiarization% 20Programs%202019-20.pdf

At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, functions and duties/responsibilities as a Director. The Format of the letter of appointment is provided on our website, a web link thereto is given below:

http://srmenergy.in/Data/Documents/SRM%20Energy%20- %20OD%20-%20Appointment%20of%20ID.pdf

Formal Annual Evaluation

In terms of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a formal annual evaluation was performed by the Board of Directors of the Company on its own performance, and Chairman/ individual Directors. Pursuant to Schedule IV of the Companies Act, 2013 the performance evaluation of Independent Directors was also done by the entire Board of Directors, excluding the Director being evaluated.

The Independent Directors of the Company in their meeting held on 14th February, 2020 reviewed the performance of Mr. Vishal Rastogi, the Managing Director of the Company, and Mr. Vijay Kumar Sharma, Non-Executive & Non-Independent Director. The Independent Directors also reviewed the performance of Board as a whole and also assess the Quality, Quantity and timeliness of the flow of Information between the Company Management and the Board. The aforesaid meeting was attended by both Independent Directors.

There after, the Board of Directors in their meeting held on 30th, June 2020 evaluated the performance of all the Independent Directors based on set questionnaires/criteria circulated to the Board. The result of aforesaid evaluations were noted by the Nomination and Remuneration Committee in their meeting held on 30th June, 2020. On the basis of above evaluations, the performance of executive Directors and Independent Directors was found satisfactory taking into consideration of the existing circumstances, in which the Company is operating.

22. Number of meetings of the Board of Directors

Regular meetings of the Board are held to discuss and decide on various financial matters, legal and compliance matters and other businesses. During the year under review, Five Board Meetings were convened and held and the interim gap between the meetings was as per the period prescribed under the Companies Act, 2013.

S.No Date of Board Meeting Board Strength No of Directors Present
1 28th May, 2019 4 3
2 13th August, 2019 4 4
3 26th September, 2019 4 3
4 13th November, 2019 4 4
5 14th February, 2020 4 4

Additionally, several Committee meetings were held during the year including Audit Committee. The detailed information on the meetings of the Committees are included in the Report on Corporate Governance, which forms part of this Annual Report.

23. Audit Committee

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors. The details regarding the composition, terms of reference, meetings and attendance of members of Audit Committee of the Company are disclosed in the report of Corporate Governance, which forms part of this Annual Report.

During the Financial Year 2019-20, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted. The Audit Committee met four times, i.e., on May 28, 2019, August 13, 2019, November 13, 2019 and February 14, 2020 during the financial year 2019-20.

24. Details of Establishment of Vigil Mechanism for Directors and Employees

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations to report concerns about unethical behavior.

The Vigil Mechanism has also been displayed on Companys website at: http://www.srmenergy.in/Data/Documents/ SRM%20Energy%20-%20OD%20-%20Whistle%20Blower.pdf

25. Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors. The details regarding the composition, terms of reference, meetings and attendance of members of Nomination & Remuneration Committee of the Company are disclosed in the report of Corporate Governance, which forms part of this Annual Report.

The company has in place a policy formulated by the Board of Directors of the Company relating to the remuneration for the Directors, Key Managerial Personnel and other employees and also the criteria for determining the Qualification, positive attributes and independence of Directors is annexed in this report as Annexure- 4.

The Nomination and Remuneration Committee met 3 times,

i.e., 28.05.2019, 13.08.2019 and 13.11.2019 during the financial year 2019-20.

26. Particulars of loans given, investments made, guarantees given and securities provided

Your company has not granted any loans, extended any guarantees or made Investments under Section 186 of the Companies Act, 2013 during the financial year under review.

27. Particulars of contracts or arrangements made with related parties

During the financial year 2019-20, your Company has not made any new contracts with related parties pursuant to Section 188 of Companies Act, 2013. Though likewise the previous year there were instances of transaction with a related party as detailed below:

The Spice Energy Private Limited (Promoter Company), a related party as per Section 2 (76) of the Companies Act, 2013, has provided unsecured loans to our Company. The aforesaid loan was provided to fulfill our companys requirements related to legal expenses and necessary statutory compliances etc. Such loan transactions does not fall under the criteria of Section 188 of the Companies Act, 2013. However, this is covered under the category of material related party transaction as per Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Though in terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the provisions of Regulation 23, dealing with Related Party Transactions (including material related party transactions) are not applicable on a Company having paid up share capital not exceeding Rs. 10 crores and Net worth not exceeding Rs. 25 crores as on the last day of the previous financial year. Accordingly, our company is exempted to comply with the provisions of Regulation 23.

As a part of good corporate governance, our Company follows the practice to present the details of all related party transactions on quarterly basis before the audit Committee of the Company for their consideration.

The Company has a Related Party Transaction and Arms Length Pricing Policy and which can be downloaded from the link mentioned below:

http://srmenergy.in/Data/Documents/SRM%20Energy%20-

%20OD%20-%20Policy%20on%20Dealing%20with%20

Related%20Party%20Transactions.pdf

28. Managerial Remuneration

Disclosure pursuant to Section 197(12) of Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided below:

i) The Ratio of the remuneration of each Director to the Median remuneration of the employees of the Company for the year 2019-20:

None of the Director of the Company has drawn any remuneration in any form during the financial year 201920. Hence, no such ratio could be calculated.

ii) The percentage increase in remuneration of each Director, CFO, CEO, CS or Manager in the financial year:

None of the Director of the Company has drawn any remuneration in any manner whatsoever from the Company during the year and hence there was no event of increase in the remuneration of any of the Director during the financial year 2019-20.

No increment in the remuneration of Company Secretary and Chief Financial Officer of the Company has taken place during the year of reporting.

iii) the percentage increase in the median remuneration of employees in the financial year:

No remuneration of employees were increased during the financial year.

iv) the number of permanent employees on the rolls of Company:

At the start of Financial Year 2019 to 20, Four employees were there on the pay roll of the Company including one Company Secretary and one Chief Financial Officer.

As on 31st March, 2020, only 2 employees were continuing on the rolls of the Company.

v) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There is no event of such increase in the remuneration of the employees at any level during the year.

vi) The Remuneration is as per the remuneration policy of the Company.

vii) The names of Top 10 employees during the year in terms of remuneration are:

S.No. Name of employee Designation
1 Mr. Suvindra Kumar Company Secretary and Compliance Officer
2 Mr. Raman Mallick Chief Financial Officer

viii) There were no employees in the Company during the year who were in receipt of remuneration in excess of Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month.

Managing Director of the Company had not received any remuneration from its Subsidiary.

29. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports

The Auditors have not submitted any adverse remark, qualification or reservation in their report for the period under review.

30. Risk Management Policy

In terms of applicable laws and regulations, the Company has formulated a Risk Management Policy duly reviewed by the Board of Directors. The policy includes risk identification, analysis and prioritization of risk and development of risk mitigation plans.

Though the applicability of risk management committee does not apply to the company.

However the Audit Committee of the Board is entrusted to ensure the Risk Management Policy and System. The Board of Directors has s a Risk Management Policy which is available on Companys website with below link:

http://www.srmenergy.in/Data/Documents/SRM%20Energy%20-

%20OD%20-%20Risk%20Management.pdf

31. Management Discussion and Analysis Report

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.

32. Corporate Governance Report

Corporate governance is ensured by taking ethical business decisions and conducting business with firm commitment to values, while meeting stakeholders expectations. Further corporate governance is based on the principles of conducting the business with all integrity, fairness and being transparent with all the transactions, making the necessary disclosures and decisions, complying with the laws of the land, accountability and responsibility towards the stakeholders and commitment of conducting the business in an ethical manner.

At SRM Energy Limited, it is ensured that Company duly performs various mandatory and/or non- mandatory compliances as prescribed under various rules and regulations. This is vital to continue to gain and retain the trust of its stakeholders and build reputation of the Company. Further Company is committed to maintain the highest standards of Corporate Governance and adhere to Corporate Governance requirements as set out by SEBI.

A separate section on Corporate Governance standards followed by your Company and the relevant disclosures, as stipulated under the Listing Regulations, Companies Act, 2013 and Rules made thereunder, forms part of this Annual Report.

A Certificate from Priya Gupta & Associates, Practising Company Secretary, confirming the compliance by the Company to the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed with the Report on Corporate Governance, which forms part of this Annual Report.

33. Annual Secretarial Compliance Report

In Compliance of Regulation 24A of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/27/2019 dated February 8, 2019 your Company has sought exemption under Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to BSE from submitting the Annual Secretarial Compliance Report. The exemption was filed on 30th June, 2020 based on Net Worth and Paid Up Share Capital of Audited Financial Statement for financial year 2019-20.

34. Listing of Securities

The Companys Securities are currently listed on Bombay Stock Exchange Limited (BSE Limited) with ISIN- INE173J01018 and scrip code 523222. The annual listing fee for the Financial Year 2019-20 and 2020-21 has been paid by the Company to BSE Limited. We re-iterate that the Company is regularly complying with all the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

35. Directors Responsibility Statement

The financial statements of the Company were prepared in accordance with Indian Accounting Standards (Ind AS).

In terms of Section 134(5) of the Companies Act, 2013, the

Directors would like to state/confirm that:

(a) in the preparation of the annual accounts for the financial year ended on 31st March, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2019-20 and of the profit and loss of the company for that period;

(c) the 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 accounts for the financial year ended on 31st March, 2020 have been prepared on a going concern basis.;

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Transfer of unclaimed dividend to Investor Education

and Protection Fund

During the Financial Year 2019-20, no such event has arisen

as the Company has not declared dividend for the concerned

years. Hence, the provisions of Section 1 25(2) of the Companies Act, 2013 do not apply.

37. Secretarial Standards

During the Financial Year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

38. Prevention of Sexual Harassment at Workplace

In terms of the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your company is exempt from compliance under said provisions. Hence, no Internal Complaint Committee (ICC) is constituted during the period under review.

39. Acknowledgements

Your Directors wish to place their appreciation to the investors/ shareholders and also the Bank and Government Authorities for their continued co-operation received during the year under review. Your Directors would also like to thank employee/s of the Company for their dedication and commitment towards the betterment of the Company.

For and on behalf of the Board of Directors

(Vishal Rastogi) (Vijay Kumar Sharma)
Managing Director Director
DIN:02780975 DIN:03272034
Place: New Delhi
Date: August 21, 2020