Tavernier Resources Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the 25thAnnual Report on the business and operations of TAVERNIER RESOURCES LIMITED ["the Company"] together with the Audited Financial Statements of the Company, for the Yearended March 31,2019.

FINANCIAL SUMMARY

The summarized financial performanceofyourCompanyfor2018-19and2017-18isgiven below:

(? in Lakhs)

FOR THE YEAR ENDED

PARTICULARS March 31,2019 March 31, 2018
Revenue from Operations 612.37 1,436.33
Other Income 86.48 176.81
Earnings before interest, tax, depreciation, exceptional items and amortization (EBITDA) 698.85 1,613.14
Less : Finance Costs 23.77 22.49
Less: Depreciation and amortization expense 6.57 6.50
Less : Purchase of traded goods 580.42 1,378.26
Less: Changes in inventories of finished goods, work-inprogress and stock -in-trade (21.29) -
Less: Employee benefit expense 15.41 14.89
Less: Other expenditure 33.09 71.19
Profit/(Loss) before Exceptional Items and Tax 60.88 119.81
Exceptional Items - -
Profit/(Loss) before Tax 60.88 119.81
Less: Tax Expenses (19.91) (32.69)
Profit/(Loss) After Tax 40.97 87.12
Surplus from previous year brought forward 317.82 230.70
Transfer to General Reserve - -
Amount available for appropriation 358.79 317.82

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the financial year under review, your Companys Operating Income was ? 612.37 Lakhs as against ? 1,436.33 Lakhs in the previous year. Other Income for the financial year 2018-19 stood at? 86.48 Lakhs as against? 176.81 Lakhs in the previous year.

The Company has reported Net Profit of ? 40.97 Lakhs as against Net Profit of ? 87.12 Lakhs in the previous year. TRANSFER TO RESERVES

The Net Profit generated by the Company has not been transferred to General Reserve.

SHARE CAPITAL

The Paid up Share capital as on March 31,2019 was ? 59,790,000. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or

sweat equity or warrants. As on March 31,2019, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

DIVIDEND

The Board of Directors of your Company, after considering holistically the relevant circumstances and in order to conserve the funds for future business growth has decided that it would be prudent, not to recommend any Dividend forthe year under review.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 and hence there are no unpaid/unclaimed deposits nor there is any default in repayment thereof.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During financial year under review, the Company has not transferred any amount to Investor Education and Protection Fund (IEPF).

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements 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 ("Listing Regulations") is presented in a separate section, forming part of the Annual Report. Refer Annexure I of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiaries, Joint Ventures and Associate Companies.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of sub section (3)(c) and sub section (5) of Section 134 of the Act, with respect to Directors Responsibility Statement it is hereby confirmed that:

a) subject to observation of the auditors in their report and which has been reproduced in point under heading Auditors and Audit Report hereinafter, the directors, in the preparation of the annual accounts have followed the applicable accounting standards read with requirements set out under Schedule III to the Act and there are no other material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2019 and of the profit of the Company forthe year ended on that date;

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

d) the Directors have prepared the annual accounts for the financial year ended March 31,2019 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 are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is not required to comply with the provisions of Regulation 17 to Regulation 27 and clause (b) to clause

(i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V as mentioned in Regulationl 5 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as the Paid-up Share Capital of the Company is less than Rs.10,00,00,000 (Rupees Ten Crores Only) and the Net Worth of the Company is also less than Rs. 25,00,00,000 (Rupees Twenty Five Crores Only) based on the Annual Audited Financial Results of the Company for the year ended March 31,2019.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDERSECTION 188 OF THE COMPANIES ACT, 2013

During the financial year under review, the Company had not entered into material related party transactions.

Members may refer Note No. 32 to the financial statement which sets out related party disclosures pursuant to Ind AS 24.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the Financial Year under review, the provisions of section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to the company.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Pursuant to the requirement of Section 134(3)(n) of the Act, the Company has in place a structured risk management policy. Your Company believes that managing risks helps in maximising returns. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has put in place adequate policies and procedures to ensure that the system of internal financial control is commensurate with the size and nature of the Companys business. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

A regular audit and review processes ensure that the controls are reinforced on an ongoing basis. Such controls have been assessed during the year taking into consideration the essential components of internal financial controls. Based on the assessment carried out by the Company, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed, during the year ended March 31,2019.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Aditi Aditya Dugar, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.The Board of Directors on the recommendation of the Nomination and Remuneration Committee has recommended her re-appointment.

During the year under review, Ms. Rajkumari Sudhir Naheta, who was eligible to retire by rotation, was re-appointed as a Director at the 24thAnnual General Meeting held on September 28,2018.

Mr. Pradeepkumar Jayantikumar Jhaveri has resigned from the post of directorship of the Company w.e.f. closure of working hours on 12thFebruary, 2019 due to other commitments. The Board places on record its appreciation towards valuable contribution made by Mr. Pradeepkumar Jayantikumar Jhaveri during his tenure as a Director of the Company.

Mr. Aditya Mhatre was appointed as an Additional Director of the Company designated as Independent Director with effect from 12th February, 2019 and shall hold the office up to the date of next Annual General Meeting of the Company. Item No.3 of the notice contains a Resolution for appointment of Mr. Aditya Mhatre (DIN 08279385) as a regular Director to be designated as Non Executive Independent Director for a period of 5 years w.e.f 12th February, 2019.

Ms.Reshmi Neelakantan (Membership No.: A45941) has resigned from post of Company Secretary and Compliance Officer of the Company w.e.f. November 14,2018 due to her pre-occupation with other activities.

Ms.Priyanka Chauhan (Membership No.: A25596) is appointed as a Whole-time Key Managerial Personnel / Wholetime Company Secretary and Compliance Officer of the Company with effect from Wednesday, November 14,2018.

The Company has received individual declaration from following Independent Director(s) of the Company stating that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations.The Independent Directors of the Company as on March 31,2019 are as under:

a) Mr. AdityaShashikantMhatre

b) Mr.Ankush Jain

c) Mr.Arshad Jawed

The above mentioned Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Independent Directors have further confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that he is independent of the management.

The Company has received individual affirmation from all the Directors and Senior Management personnel of the Company stating that have fully complied with provisions of the Code of Conduct for Board Members and Senior Management Personnel of the Company during the financial year ended March 31,2019.

A brief resume of the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting (SS-2) forms part of the Notice calling the AGM. None of the Directors are disqualified for appointment/re-appointment under Section 164 of the Act. None of the Directors are related inter-se to each other save and except Mr. Sudhir Milapchand Naheta, Ms. Rajkumari Sudhir Naheta and Ms. Aditi Aditya Dugar.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Company has formulated the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as Annexure II.

PERFORMANCE EVALUATION

Pursuant to the provisions of Sections 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and in accordance with the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the Board. The performance was evaluated based on inputs received from all the directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. Aseparate meeting of the Independent Directors was also held during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.

The Board expressed their satisfaction with the evaluation process. The details of programme for familiarisation of Independent Directors with the Company, industry in which it operates, their roles, rights, responsibilities is made available on the website of the Company at the link - http://www.tavernier.com

AUDITORS ANDAUDITORS REPORT

i) STATUTORYAUDITORS

M/s. Alok Sinhal & Co., Chartered Accountants (Firm Registration Number: 013811N) has resigned as Statutory Auditors of the Company, w.ef. 04th July, 2019 due to pre-occupation. The Board of Directors of the Company has appointed M/s.Rajeev & Rajesh, Chartered Accountants (Firm Registration No. 120382W) as the Statutory Auditors of the Company,subject to the approval of the Members of the Company at the upcoming 25"1 Annual General Meeting to be held on 09th August, 2019.They have confirmed that they are not disqualified from being appointed as Statutory Auditors of the Company.

ii) AUDITORS REPORT

The Statutory Auditors have raised below mentioned observations in the Notes on financial statements referred to in the Auditors Report:-

"The company has given loan to Mega Township Developers LLP as per agreement dated 4th August, 2015 of Rs. 800 lakhs, on which interest accrued till 31st March, 2019 is Rs.329.94 lakhs. The Company has received the Original Property Title documents as security from Mega Township Developers LLP as Mega Township Developers LLP is currently not in the position to make the repayment of the ICD amount along with the interest thereon. As per Para 5.4.4. oflndAS 109Financials instruments, titled as Write-Off, an entity shall directly reduce the gross carrying amount of a financial asset when the entity has no reasonable expectations of recovering a financial asset in its entirety ora portion thereof. However, the management of the company is of the view that the net realizable value of the properties will be more than the amount recoverable from Mega Township Developers LLP as on date considering that the said property is tenant occupied.

Statutory Auditor is unable to ascertain the realizable value of land in the absence of valuation report of land from the independent registered valuer considering the fact that land is occupied by tenant and consequently, not able to review and report upon the amount of reduction to be provided in respect of loan and interest. Hence, we are unable to comment whether audited financial statements are in compliance with IndAS 109"

iii) Boards Reply:

"The Company has kept the Original Property Title documents as security from Mega Township Developers LLP and the net realizable value of the properties is also more than the amount recoverable from Mega Township Developers LLP. The company has obtained valuation report of all the properties from a Registered Valuer and as per the said report the net realizable value of the property is more than the amount recoverable from Mega. The Company is using all possible way to recover both the amounts i.e. Loan and Interest amount from Mega Township Developers LLP. "

No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Act.

MAINTAINENCE OF COST RECORDS AS SPECIFIED UNDER SECTION 148(1) OF THE COMPANIES ACT, 2013

Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the products/services dealt by the Company. Accordingly, maintenance of such accounts and records is not applicable to the Company.

COST AUDITORS

The appointment of Cost Auditor is not applicable to the Company as per Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of provisions of Section 204 of the Act, the Secretarial Audit of the Company for the Financial Year 2018-19 was conducted by M/s. Sonal Kothari & Associates, Company Secretaries in Practice.

The Board had appointed M/s. Sonal Kothari & Associates,Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report contains following observation based on the observations made by the Statutory Auditors in their Audit Report:-

"The company has given loan to Mega Township Developers LLP as per agreement dated 4th August, 2015 of Rs. 800 lakhs, on which interest accrued till 31" March, 2019 is Rs.329.94 lakhs. The Company has received the Original Property Title documents as security from Mega Township Developers LLP as Mega Township Developers LLP is currently not in the position to make the repayment of the ICD amount along with the interest thereon. As per Para 5.4.4. oflndAS 109Financials instruments, titled as Write-Off, an entity shall directly reduce the gross carrying amount of a financial asset when the entity has no reasonable

expectations of recovering a financial asset in its entirety ora portion thereof. However, the management of the company is of the view that the net realizable value of the properties will be more than the amount recoverable from Mega Township Developers LLP as on date considering that the said property is tenant occupied.

Statutory Auditor is unable to ascertain the realizable value of land in the absence of valuation report of land from the independent registered valuer considering the fact that land is occupied by tenant and consequently, not able to review and report upon the amount of reduction to be provided in respect of loan and interest. Hence, we are unable to comment whether audited financial statements are in compliance with IndAS 109"

Boards Reply:

"The Company has kept the Original Property Title documents as security from Mega Township Developers LLP and the net realizable value of the properties is also more than the amount recoverable from Mega Township Developers LLP. The company has obtained valuation report of all the properties from a Registered Valuer and as per the said report the net realizable value of the property is more than the amount recoverable from Mega.The Company is using all possible ways to recover both the amounts i.e. Loan and Interest amount from Mega Township Developers LLP. "

MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the Financial Year 2018-19.The time gap between two consecutive Meetings did not exceed one hundred and twenty days and the dates for the same are as under: -

- May 29,2018 August 14,2018

- August27,2018

- November 14,2018 February 12,2019

COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

RECONSTITUTION OF COMMITTEES

Subsequent to the resignation of Mr. Pradeepkumar Jayantikumar Jhaveri from the post of directorship of the Company w.e.f. closure of working hours on 12lhFebruary, 2019, the Board has reconstituted the Committees namely Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility ("CSR") Committee.

? AUDIT COMMITTEE

The Audit Committee comprises of the following Independent Directors:

Name Designation
Mr. Aditya Shashikant Mhatre Chairperson
*Mr. Pradeepkumar Jayantikumar Jhaveri Member
Mr. Ankush Jain Member
Mr. Arshad Jawed Member

*Mr. Pradeepkumar Jayantikumar Jhaveri has resigned from the post of directorship of the Company w.e.f.closure of working hours on February 12, 2019; therefore, he also resigns as Member of audit committee and Mr. Aditya Shashikant Mhatre was appointed as the Chairman and Member of the Audit Committee.

? STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of the following Independent Directors:

Name Designation
Mr. Aditya Shashikant Mhatre Chairperson
*Mr. Pradeepkumar Jayantikumar Jhaveri Member
Mr. Ankush Jain Member
Mr. Arshad Jawed Member

*Mr. Pradeepkumar Jayantikumar Jhaveri has resigned from the post of directorship of the Company w.e.f. closure of working hours on February 12,2019; therefore, he also resigns as Member of Stakeholders Relationship Committee and Mr. Aditya Shashikant Mhatre was appointed as the Chairman and Member of the Stakeholders Relationship Committee.

* NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of the following Independent Directors:

Name Designation
Mr. Aditya Shashikant Mhatre Chairperson
*Mr. Pradeepkumar Jayantikumar Jhaveri Member
Mr. Ankush Jain Member
Mr. Arshad Jawed Member

*Mr. Pradeepkumar Jayantikumar Jhaveri has resigned from the post of directorship of the Company w.e.f.closure of working hours on February 12, 2019; therefore, he also resigns as Member of Nomination and Remuneration Committee and Mr. Aditya Shashikant Mhatre was appointed as the Chairman and Member of the Nomination and Remuneration Committee.

? CORPORATE SOCIAL RESPONSIBILITY ("CSR") COMMITTEE

The Company is not mandatorily required to contribute towards CSR pursuant to the provisions of Section 135 of the Companies Act, 2013 for the Financial Year 2018-19. However, the Company has in its place, a duly constituted CSR Committee which comprises of the following Independent Directors:

Name Designation
Mr. Aditya Shashikant Mhatre Chairperson
*Mr. Pradeepkumar Jayantikumar Jhaveri Member
Mr. Ankush Jain Member
Mr. Arshad Jawed Member

*Mr. Pradeepkumar Jayantikumar Jhaveri has resigned from the post of directorship of the Company w.e.f. closure of working hours on February 12, 2019; therefore, he also resigns as Member of Corporate Social Responsibility Committee and Mr. Aditya Shashikant Mhatre was appointed as the Chairman and Member of the Corporate Social Responsibility Committee.

ANTI-SEXUAL HARASSMENT COMMITTEE AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

The Board of Directors of the Company has in its place Anti-Sexual Harassment Committee.

RISK MANAGEMENT COMMITTEE

Pursuant to Regulation 21 of the Securities and Exchange Board of India, the Company is not included in the top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year

i.e., 2018-19. Therefore constitution of Risk Management Committee is not applicable to the Company.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met on Monday, February 12, 2019, inter- alia, to discuss:

i. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii. Evaluation of performance of the Chairman of the Company, taking into view of Executive and NonExecutive Directors.

iii. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code on conduct or policy/ies of the Company, as adopted/framed from time to time. The Whistle Blower Policy is available website of the Company at

http://www.tavernier.com/docs/Policies/New_Revised/Whistle_Blower_Policy.pdf.

LOAN FROM BODY CORPORATE

During the year under review, the Company has not taken any loan from Body Corporate but particulars of loan taken from Starmark Marketing Private Limited (Company / Body Corporate) are provided in Note No.15 of the financial statement.

LOAN FROM DIRECTORS

Particulars of loan from Directors of the Company are provided in the financial statement. Refer Note No. 14 and Note No. 32 to the financial statement.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans are provided in the financial statement. Refer Note No. 5 to the financial statement.

During the Financial Year under review, the Company has not made any investment, neither given any guarantee nor provided any security.

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

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations. In its regular course of business, the Company is always vigilant to conserve the resources and continuously implements measures required to save energy.

The business activities of the Company are not specific to any technology requirements. In the course of its operations, processes are formed and implemented to achieve operational efficiencies which provide maintaining product quality and cost control.

The Company does not have any Foreign Exchange earnings or outgo during the financial year under review.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, are provided in Annexure IV to this Report.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) of the Act, an extract of the Annual Return in Form MGT-9 is annexed to this Report as "Annexure V" and a copy of Annual Return of the Company in Form MGT-7 for the financial year ended March 31,2018 is hosted on the Companys website viz. http://www.tavemier.com.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under Annexure VI, which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Act and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In accordance with the provisions of Section 136(1) of the Act, the Annual Report of the Company, containing therein Financial Statements have been placed on the website of the Company - www.tavernier.com under the Financials Section.

The Audited Financial Statement shall also be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of ensuing Annual General Meeting. The aforesaid documents can be made available to any Member interested in obtaining the same upon a request in that regards made to the Company.

DEMATERIALIZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

LISTING OF SHARES

The Companys equity shares continue to be listed on The Bombay Stock Exchange Limited (BSE). The Scrip Code of the Company is 531190 and the ISIN of the Company is INE355H01015.

UNCLAIMED AND UNPAID DIVIDENDS

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF)

CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

M/s. Sonal Kothari & Associates, Practicing Company Secretary, has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with this section as Annexure VII.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

OTHER DISCLOSURES

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review there are no significant/material orders passed by the regulators/courts/tribunals/Statutory and quasi-judicial body during the year under review which would impact the going concern status of your Company and its future operations.

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, Regulatory Authorities and its Bankers.

Your Directors would also like to place on record their appreciation for the efforts put in by Employees of the Company during the year.

For and on behalf of the Board of Directors
Place: Mumbai Sudhir Milapchand Naheta
Date: July 09, 2019 Chairman & Managing Director
DIN: 00297863