Venlon Enterprises Ltd Management Discussions

A) Industry structure and development:

NA as there is no manufacturing activity from 29^th Sepetember 2018

B) Opportunities and Threats: Nil

C) Outlook for the Company:

The Companys factory has been closed. To continue the business activities, the Company has now ventured into the sale and purchase transactions. The details of which are referred to in the resolutions proposed in the notice of the general meeting.

D) Segment-wise or product wise performance:

In September 2018, the Company announced the discontinuation of its operation in Film Segment due to adverse market conditions. During the year Company has also disposed of its windmill and stopped operations of wind energy.

However, the company now intends to engage in business activity of Paraformaldehyde by way of purchase and sale, the details of which are provided in the resolutions proposed in the notice of the general meeting.

E) Risks and concerns: Nil

F) Internal Control systems and their adequacy:

The external auditors have separately provided their opinion on the internal controls over financial reporting which is given as an Annexure to their Audit report. In their opinion, the Company has adequate internal control system over financial reporting and such internal controls over financial reporting were operating effectively.

G) Discussion on financial performance with respect to operation performance:

During the year, the Company has incurred cash loss. To overcome to improve the companys financial position, the Company has negotiated with its lender for outstanding External Commercial Borrowings of around Rs. 50 Crores and the lenders have agreed for a moratorium period upto April 2025. The same is proposed for approval of the shareholders in the resolutions provided in the notice of the general meeting. The said transaction is also covered under the automatic approval route under the ECB framework of the Reserve Bank of India.

H) Material developments in the Human Resources/ Industrial Relations front, including the number of people employed:

There were no material developments. The Companys business activities planned may require few recruitments which is being looked into.

Number of employees: Nil Cautionary Statement

Statements in this "Management Discussion and Analysis" contain forward-looking statements that may be identified by the use of words in that direction or connoting the same. All statements that address expectations or projections about the future, including, but not limited to statements about the companys strategy for growth, product development, market position, expenditures and financial results are forward-looking statements.

These are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized. The companys actual results, performance or achievements could thus differ materially from those projected in any such forward-looking statements, on the basis of any subsequent development, information or events.