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GLOBAL ECONOMY

The outbreak of pandemic Covid-19 all over the world has disturbed the political, social, economic, religious and financial structures of the whole world. Worlds topmost economies such as the US, China, UK, Germany, France, Italy, Japan and many others are at the verge of collapse. Besides, Stock Markets around the world have been pounded. Many experts on economic and financial matters have warned about the worsening condition of global economic and financial structure as "a recession at least as bad as during the Global Financial Crisis or worse". Moreover, Covid-19 is harming the global economy because the world has been experiencing the most difficult economic situation since World War-II. When it comes to the human cost of the Corona virus pandemic it is immeasurable therefore all countries need to work together with cooperation and coordination to protect the human beings as well as limit the economic damages. For instance, the lockdown has restricted various businesses such as travelling to contain the virus consequently this business is coming to an abrupt halt globally. The spread of the epidemic is picking up speed and causing more economic damages. It also observed that the economic recovery from this fatal disease is only possible by 2021 because it has left severe impacts on the global economy and the countries face multiple difficulties to bring it back in a stable condition. Most of the economists have already predicted about the recession to happen because there is no surety and still no one knows that how for this pandemic fall and how long the impact would be is still difficult to predict. The pandemic crisis is challenging governments to implement monetary and fiscal policies that support credit markets and sustain economic activity.

INDIAN ECONOMY

The COVID-19 outbreaks in India and two months of lockdown longer in some areas have led to a sudden stop in the economy. The India Economy is witnessing a significant slowdown, with GDP growth at 4.7% in Q3 2019-20, its lowest in nearly seven years. The COVID-19 outbreak has compounded the challenges and could send the economy hurtling toward a recession

The economic impact of the 2019-20 coronavirus pandemic in India has been largely disruptive. The World Bank and credit rating agencies have downgraded Indias growth for fiscal year 2021 with the lowest figures India has seen in three decades since Indias economic liberalization in the 1990s. The former Chief Economic Advisor to the Government of India has said that India should prepare for a negative growth rate in FY21. However, the International Monetary Fund projection for India for the Financial Year 2021-22 of 1.9% GDP growth is the highest among G-20 nations.

The Government of India is aiming to attract companies that wish to move out of China or are looking for an alternative to China

The Prime Minister, in an address to the nation, said that the coronavirus crisis should be seen as an opportunity, laying emphasis on domestic products and "economic self-reliance", an Atmanirbhar Bharat through an Atmanirbhar Bharat Abhiyan. The aim of an Atmanirbhar Bharat Abhiyan is to "spur growth" and "selfreliance India". The Self-reliant India Mission is a repackaged version of Make in India.

RISK AND CONCERNS

• The pandemic and consequent lockdown have hit various sectors, including MSME, hospitality, civil aviation, agriculture and allied sector.

• The pandemic has paralyzed economies, compelling businesses to re-evaluate their strategies. Companies will need to build their financial muscle and focus on developing a lean structure to stir through the uncertain business environment.

• The global nature of the outbreak, coupled with its high intensity and long duration, is expected to change the business landscape by way of shift in trade flows, investments and consumption patterns. Hence, the priority for businesses should be to draft a comprehensive action and recovery plan to mitigate the risks and address the main challenges.

• Restrictions on travel and hospitality services have wreaked havoc on the bulk institutional sales and foodservice businesses of the FMCG companies.

• Since the imposition of the nationwide lockdown, FMCG companies and retailers are dealing with challenges primarily around three highly interconnected issues: surge in demand & depletion of inventory, reduction in workforce, and supply chain disruption.

• The impact on the all sectors would be long-term, reflected in the decline in revenue due to the low utilization of assets. Cash flows and working capital of firms will also remain strained.

• With social distancing becoming a norm, at least for the next few more months, both travel & tourism and entertainment sectors are not expected to recover soon. Furthermore, unemployment and fall in income levels would aggravate the situation.

• The nationwide lockdown in India will have a sizeable impact on the economy mainly on consumption which is the biggest component of GDP.

• Reduction in the urban transaction can lead to a steep fall in the consumption of non-essential goods. It can be severe if disruption causes by the nationwide lockdown and affect the availability of essential commodities.

• Due to weak domestic consumption and consumer sentiment, there can be a delay in investment which further add pressure on the growth.

OPPORTUNITIES & THREATS

• Post-COVID-19, some economies are expected to adopt de-risking strategies and shift their manufacturing bases from China. This can create opportunities for India. Opportunities will largely depend on how quickly the economy recovers and the pace at which the supply chain issues are addressed.

• India could potentially lead the change in a post-COVID world with its vast array of engineers and investment opportunities.

• We are going through a restart in a lot of respects globally where everything that we used to do for business does not really work anymore. We are trying to evolve how we do business, dealing with more people and having to stay at home. So post-COVID for us is about opportunity. It is about talking to entrepreneurs, talking to people and employees and looking for new ideas on how we can do business.

• Because of the coronavirus crisis which originated from Wuhan, China, several companies are looking to move out of China. In fact, the Japanese government has allocated an economic stimulus package of $2.2 billion to help its manufacturing firms shift production out of China, where supply chains have been disrupted due to pandemic. India is planning to attract some of these companies looking to diversify their manufacturing units and supply chains.

• US and Japan - deemed as the two major manufacturing hubs of the world - who had so far made deep investments in China, will be looking towards alternate hotspots. India is on top of their list. This could be a turning point in the development of India, emphasizing that its only possible if the political and business leadership continue to display the resoluteness and agility that they have demonstrated in handling the pandemic.

• "Disruption is always an opportunity," and it all depends on what one makes of these new possibilities. Prime Minister Narendra Modi unveiled a comprehensive package to make India self-reliant as it battles the covid-19 pandemic. This is worth almost 10% of the nations GDP.

• India MSME and other companies often faced unfair competition from foreign companies. Therefore, global tenders will be disallowed in Government procurement tender up to Rs. 200 Crore. This will be a step towards Self Reliant India and support Make in India. This will also help MSME to increase their business.

FUTURE OUTLOOK

Global Economy in Recession in - 2020

Global growth is projected at 3.0 percent in 2020, an outcome far worse than during the 2009 global financial crisis. The growth forecast is marked down by more than 6 percentage points relative to the October 2019 World

Economic Outlook (WEO) and January 2020 WEO Update projections an extraordinary revision over such a short period of time.

Severe Risks of a Worse Outcome

Even after the severe downgrade to global growth, risks to the outlook are on the downside. The pandemic could prove more persistent than assumed in the baseline. Moreover, the effects of the health crisis on economic activity and financial markets could turn out to be stronger and longer lasting, testing the limits of central banks to backstop the financial system and further raising the fiscal burden of the shock. Of course, if a therapy or a vaccine is found earlier than expected, social distancing measures can be removed and the rebound may occur faster than anticipated.

TRANSFER TO RESERVES

No amount has been transferred to reserves during the year under review.

PUBLIC DEPOSITS

The Company has not accepted/renewed any fixed deposits from the public or the Members, within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2019-2020, and, as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

SHARE CAPITAL

The Company had not issued any equity shares either with or without differential rights during the F.Y. 2019 - 2020 and hence, the disclosure requirements under Section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014, are not applicable.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the Provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the company Mrs. Navrati Gupta (DIN:00399022), Non -Executive Director, being longest in the office, shall retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for reappointment.

Ms. Ayushi Bhargava has been appointed as Company Secretary and Compliance Officer effective from 04th November 2019 in place of Mrs. Hema Bose, who was working as interim Compliance Officer of the company.

Except as explained hereinabove, there were no changes in Directorship of the Company as well as in Key Managerial Personnel category during the period under review. As on March 31, 2020 the composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015. All the Directors are having vast knowledge and experience in their relevant fields and the Company had benefitted immensely by their presence in the Board.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013. During the period under review, no Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Board of Directors hereby confirms that:

i) in the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind-AS) had been followed along with proper explanation relating to material departures;

ii) 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, 2020 and of the loss for the year ended on that date.

iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts of the company have been prepared on a ‘going concern basis.

v) internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) proper system have been devised to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Companies Act 2013 and Regulation 16 (1) (b) of the Listing regulations, the company has received declarations from all the Independent Directors, confirming that they fulfill the criteria of Independence as prescribed under section 149(6) of the Companies Act, 2013 and the rules made there under to hold the office of the Independent Director for the financial year ended March 31,2020.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out evaluation of its own performance, its Committees and Individual Directors. The evaluation process has been explained in the Report on Corporate Governance, which forms part of this Boards Report.

Also, the Independent Directors, at their meeting reviewed the performance of the Board, its Chairman and NonExecutive Directors of the Company.

NUMBER OF MEETINGS OF THE BOARD

A notice of the Board Meeting is circulated well in advance with Agenda, including detailed explanation to be discussed, to enable the Board to take an informed decision. The Board met 5 (Five) times during the financial year ended March 31, 2020. viz. on May 15, 2019; August 12, 2019; October 24, 2019; November 04, 2019 and February 12, 2020 in accordance with the provisions of the Companies Act, 2013 and rules made there under and Listing Regulations. Detailed information on the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this Boards Report.

Additionally, during the financial year ended March 31, 2020 a separate meeting of the Independent Directors was held on February 12, 2020, in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) and 25(4) of the Listing Regulations

Post the Independent Directors Meeting, the collective feedback of each of the Independent Director was scaled and measured on defined ratings, thereby covering the performance of Board as a whole, performance of the non- independent directors and performance of the Chairman.

COMMITTEES OF THE BOARD

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 and Listing Regulation viz.:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder Relationship Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors. A detailed note on the Board and its Committees is provided under the Corporate Governance Section in this Annual Report.

NOMINATION & REMUNERATION POLICY

The Nomination & Remuneration Committee has formulated necessary policy on appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The details of "Nominations and Remuneration Policy" are explained in the Report on Corporate Governance along with the other details, which forms part of this Boards Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s)/amendment(s)/re-enactment thereof, for the time being in force), is set out in Annexure-I hereto, which forms part of this Boards Report.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

The Company does not have any subsidiary or associate company and has not entered into joint venture with any other company during the financial year ended March 31, 2020. Accordingly, a statement under the provisions of Section 129(3) of the Companies Act, 2013, containing salient features of the financial statements of the Companys subsidiary (ies) in Form AOC-1 is not enclosed.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith as Annexure-II to this report.

The web link for the same is http://www.vashmanagement.in/vashman/investorsinfo.html

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Kamlesh Jain & Associates, Practicing Company Secretaries, Mumbai, as its Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2019-2020.

The Report on Secretarial Audit for the financial year 2019-2020, in Form MR-3, as Annexure III, forms integral part of this Boards Report. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above except Non-Compliance with requirement to appoint a qualified company secretary as compliance officer for 3 days (after cooling period mentioned as per companies act, 2013).

However, the Company had filled the vacancy created by resignation of Mr. Pratik Toprani as a qualified company secretary with effect from April 30, 2019 by appointing Ms. Ayushi Bhargava as a qualified company secretary and compliance officer with effect from November 4, 2019 and complied with the requirements of the said regulation.

CORPORATE GOVERNANCE

As stipulated under the provision of Regulation 34 (3) read with Schedule V (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance forms integral part of this Report. The requisite Compliance certificate as required under Part E of Schedule V of the Listing Regulation is issued by M/s. Jain &Trivedi; Chartered Accountants pertaining to the compliance of the conditions of Corporate Governance are annexed.

STATUTORY AUDITORS

In compliance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)/re- enactment(s)/amendment(s)thereof, for the time being in force), M/s Jain & Trivedi, Chartered Accountants,(FRN:113496W) were appointed as Statutory Auditors at the 24th AGM held on 23rd June, 2017, to hold office for a term of five (5) consecutive years from the conclusion of the 24th Annual General Meeting until the conclusion of the 29th Annual General Meeting, subject to the ratification at the Annual General Meeting in each of the subsequent years during the aforementioned term of their appointment.

However, with the Notification dated May 7, 2018 issued by the Ministry of Corporate Affairs (‘MCA), the first proviso to section 139(1) of the Companies Act, 2013 pertaining to the requirement of annual ratification of appointment of Auditors by Members is omitted.

Accordingly, as per the Companies (Amendment) Act, 2017, ratification of the appointment of Statutory Auditors during their period of appointment will not be considered.

The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

OBSERVATION OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

The Auditors report given by M/s Jain &Trivedi, Statutory Auditors, on the Financial Statements of the Company, for the year ended March 31, 2020, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

REPORTING OF FRAUDS

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Companies Act, 2013 (including amendments), during the financial year under review, to the Audit Committee or the Board of Directors and hence, as such there is nothing to report by the Board under Section 134 (3)(ca) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large. Accordingly, disclosures of related party transactions in Form AOC-2 have not been furnished. All Related Party Transactions were placed before Audit Committee and Board for their approval. Your Company has formulated policy of Related Party Transaction which is also available on the website of the Company www.yashmanagement.in

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does 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).

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

a) Conservation of Energy & Technology Absorption

The Company is not engaged in manufacturing activities and therefore provisions relating to conservation of energy and technology absorption are not applicable to it. However, efforts are being made to minimize consumption of energy, wherever possible.

b) Foreign Exchange Earnings and Outgo

i. Foreign exchange earning - Rs. Nil
ii. Foreign Exchange outgo - Rs. Nil

RISK MANAGEMENT POLICY

Risk Management is an enterprise vides function that aims at assessing threats to business sustainability and mitigating those threats. The Board of Directors along with the senior management of the Company, having deep industry experience has developed and approved Risk Management Policy framework and Guidelines, wherein all material risks faced by the Company are identified and assessed. Moreover, in the said Risk Management Policy the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision-making pertaining to all business divisions and corporate functions. For each of the risk identified, corresponding controls are assessed, and policies and procedures are put in place for monitoring, mitigating and reporting on periodic basis.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the company as company does not fall into ambit of the provisions of section 135 of Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

In respect of internal financial control, the Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Further, the management regularly reviews the control for any possible changes and takes appropriate actions.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal control systems and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report genuine concerns has been established by the Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee. The Whistle Blower Policy of the Company is also available on the website of the Company www.yashmanagement.in

INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, company has not received any Sexual Harassment Complaints.

CHANGES IN NATURE OF BUSINESS, IF ANY

During the year under review there is no change in the nature of business of the Company.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

Pursuant to Clause 9 of the Revised Secretarial Standard-1 and Secretarial Standard -2 (SS-1& SS-2), your company has complied with applicable Secretarial Standard issued by the Institute of Company Secretaries of India during the financial year under review.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thank all their colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Anurag Gupta Sandeep Mangal
Managing Director Independent Director
DIN: 00398458 DIN: 02148088
Mumbai, dated August 25, 2020