Ventura Textiles Ltd Directors Report.

To

The Members

VENTURA TEXTILES LIMITED

Your Directors present the 49th Annual Report on the business & operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2019. The summarized performance during the year is as under:

FINANCIAL RESULTS: (Amount in Rs.)
PARTICULARS 31st March, 2019 31st March, 2018
Sales 1,29,43,467 2,18,87,928
Other Income 62,57,092 17,47,322
Total Income 1,92,00,559 2,36,35,250
Expenditure 6,67,31,544 3,48,97,804
Profit / (Loss) Before Interest, Depreciation & Tax (4,75,30,985) (1,12,62,554)
Interest Nil Nil
Depreciation 31,86,931 32,54,683
Profit / (Loss) Before Tax (5,07,17,916) (1,45,17,237)
Exceptional Income/Prior Period Adjustment Nil Nil
Profit / (Loss) After Tax (5,07,17,916) (1,45,17,237)

STATE OF COMPANY AFFAIRS:

The Companys modernization plan of Open End Spinning division has been successfully completed and the company started its commercial production in the month of January 2018.

The Company is supplying high quality open end yarn to the fabric / denim manufacturer. The company is pursuing to stabilize the operation for sustainable growth / to achieve its growth plan.

PERFORMANCE REVIEW:

During the year under review, the Company has earned total income of Rs.1,92,00,559/- out of which income from operation is Rs.1,29,43,467/-and other income is Rs.62,57,092/- as compared to income from operation and total income of Rs.2,36,35,250/- in the previous year. The Company incurred loss after tax of Rs.5,07,17,916/- as compared to a loss after tax of Rs.1,45,17,237/- in the previous year.

The Company expects improved results in the coming years.

DIVIDEND AND RESERVES:

The Directors do not recommend any dividend on the Equity Share Capital of the Company for the Financial Year ended 2018-19 due to losses.

The Company has not transferred any amount to reserves for the Financial Year ended 2018-19.

SHARE CAPITAL:

The Paid-up share capital of the Company as on 31st March, 2019 was Rs. 19,44,06,890/- comprising of 1,94,40,689 Equity Shares of Rs.10/- each.

During the year under review, the Company did not issue any shares with differential voting rights and has not granted any Stock Option or Sweat Equity.

As on 31st March, 2019, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

BUSINESS OUTLOOK AND FUTURE PROSPECTS:

The Company is planning to modernize its Open End Spinning Division with the installation of State-of-the-art machines to produce high quality Open End Yarn to meet the demand for Industrial fabric / Denim manufacturing. The Company is hopeful of implementing the business plan in the current year.

CHANGE IN THE NATURE OF BUSINESS:

During the Financial Year under review, there has been no change in the business of the Company or in the nature of business carried by the Company.

FIXED DEPOSITS:

The Company has not accepted any deposit within the meaning of the provisions of Section 73 of the Companies Act, 2013 read with Chapter V of the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Meetings of the Board of Directors held during the year 2018-19:

During the year under review, 5 (Five) meetings of the Board of Directors took place details of which have been provided in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

b) Declaration by Independent Directors:

The Company has received necessary declaration from all the Independent Directors confirming that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hereinafter referred to as "SEBI (LODR)."

Independent Directors are not liable to retire by rotation as per Section 152(6) of the Companies Act, 2013.

c) Changes in the Board of Directors During the year 2018-19:

Based on the recommendation of the Nomination & Remuneration Committee of the Company, the Board has appointed Mrs. Ratnakumari Girija Maganti (DIN: 08259159) as an additional director (Independent and Non-Executive category) . As per the applicable provisions of the Companies Act, 2013 & Rules made there under she holds the office as such upto the date of this Annual General Meeting of the Company. Your Directors recommend the appointment Mrs. Ratnakumari Maganti (DIN: 08259159) as an Independent Director (Non-Executive category) for a period of five years upto 18th October 2023, not liable to retire by rotation.

Based on the recommendation of the Nomination & Remuneration Committee of the Company, the Board has reappointed Mr. Shyam Raghunath Karmarkar (DIN: 01365616) as an Independent Director of the Company for a second term w.e.f. April 01, 2019 to March 31,2024, subject to approval of the members of the Company.

Mr. Abhijit Rao (DIN: 00189126), Director of the Company is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152(6)(d) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for reappointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening 49th Annaul General Meeting of the Company. Your Directors recommend his re-appointment.

Mr. Prakash R. Bhargava (DIN: 00763819), Independent Director (Non-Executive), has resigned w.e.f. 14th January, 2019. In accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Rule 8(A) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to have certain officers of the Company as Whole-time Key Managerial Personnel. Board of Directors has taken note of the existing office of Mr. Mohan Rao Penugonda, Managing Director and Mr. Abhijit Rao Penugonda, Whole-time Director and Chief Financial Officer as the Whole-time Key Managerial Personnel of the Company and has also appointed Mr. Abhijit Rao Penugonda as the Internal Auditor, as the Company is not having any other employee and not in a position to pay any outside professional, due to losses incurred by the Company.

The brief resume of the Directors seeking appointment / re-appointment and other related information has been detailed in the Notice convening 49th Annual General Meeting of the Company.

Due to weak financial position, the Company could not be successful in identifying willing candidate to be appointed a Whole-Time Company Secretary of the Company.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee pursuant to the provisions of Section 177(8) of the Companies Act, 2013, read with Rules 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

The Audit Committee of the Company was reconstituted in the Board meeting held on November 14, 2018 & February 14,2019 to induct Mrs. Ratnakumari Girija Maganti (Non-Executive & Independent Director) as a member of the Committee and upon resignation of Mr. Prakash R. Bhargava (Non-Executive & Independent Director) as a Director of the Company effective January 14, 2019 respectively.

Following is the composition of the Audit Committee after induction of Mrs.Ratnakumari Girija Maganti & resignation of Mr. Prakash R. Bhargava:

Sr. No. Name Designation
1. Mr. Shyam R. Karmarkar Chairman (Independent Director)
2. Mr. Prakash R. Bhargava (up to 14/01/2019) Member (Independent Director)
3. Mrs. Ratnakumari Girija Maganti (W.e.f 14/11/2018) Member (Independent Director)
4. Mr. Abhijit Rao Member (Executive Director)

All the recommendations of the Audit Committee were accepted by the Board of Directors during the year.

The details with respect to meetings of the Audit Committee held during the year have been provided in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (LODR).

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of the "SEBI (LODR)" the Company prepared and pursued the Familiarization Programmes for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The Familiarisation Programme for Independent Directors of the Company is hosted on Companys website www.venturatextiles.com. during the year under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

VIGIL MECHANISM:

The Company has established a vigil mechanism as per Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations. Pursuant to the Notification No. SEBI/LAD/NRO/GN/2018/59 dated December 31, 2018 Securities and Exchange Board of India ("SEBI") notified the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (‘the Amendment Regulations") bringing amendment in the SEBI (Prohibition of Insider Trading), 2015 with effect from April 1, 2019. Pursuant to the Amendment Regulations, the Company revised its "Vigil Mechanism Policy", the details of which have been provided in the Corporate Governance Report and also posted on the website of the Company at: www.venturatextiles.com.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company was reconstituted in the Board meeting held on February 14, 2019 subsequent to the resignation of Mr. Prakash R. Bhargava - an Independent Director of the Company. Mrs. Ratnakumari Girija Maganti (Non-Executive & Independent Director) was appointed as Independent Director of company w.e.f. October 19, 2018 and she was inducted as a Member in the Committee on October 19, 2018. The Committee comprises of two (2) Independent Directors and one (1) is Executive Director.

Following is the composition of the Nomination and Remuneration Committee after reconstitution:

Sr. No. Name Designation
1. Mr. Shyam R. Karmarkar Chairman (Independent Director)
2. Mr. Prakash R. Bhargava (up to 14/01/2019) Member (Independent Director)
3. Mrs. Ratnakumari Girija Maganti (W.e.f. 19/10/2018) Member (Independent Director)
4. Mr. Abhijit Rao Member (Executive Director)

The Company is trying to revive itself and on the turnaround of the Company, the Composition of the Nomination and Remuneration Committee will be duly constituted as per Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, and Regulation 19 of SEBI (LODR).

The Amendment Regulations brought amendment in the Listing Regulations which became effective from April 1, 2019. Pursuant to the Amendmed Regulations, the Company revised its "Nomination & Remuneration Policy" wherein the terms of reference of the Nomination and Remuneration Committee were amended to include the recommendation to the Board by the Committee, all remuneration, in whatever form, payable to Senior management.

One (i) meeting of the Nomination & Remuneration Committee was held on August 14, 2018.

The details with respect to meetings of the Committee held during the year have been provided in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (LODR).

The revised Nomination & Remuneration Policy as approved by the Board is annexed to this Report as Annexure – B and is also uploaded on the Companys website at: www.venturatextiles.com.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company was reconstituted in the Board meeting held on February 14, 2019 due to cessation of Mr. Prakash R. Bhargava - an Independent Director of the Company and Mrs. Ratnakumari Girija Maganti was appointed as a Member.

The Committee now comprises of two (2) Independent Directors and one (1) is Executive Director.

As at 31st March, 2019, the Stakeholders Relationship Committee comprises of Mr. S. R. Karmarkar as Chairman of the Committee and Mr. P.M. Rao and Mrs. Ratnakumari Girija Magantias Members of the Committee.

The details with respect to meetings of the Audit Committee held during the year have been provided in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (LODR).

One (1) meeting of the Committee was held during the year on February 14, 2019, where all the members on date were present.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 at the end of the financial year and of the loss of the Company for that year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively, to the extent possible considering the weak financial position and the Board of Directors are taking best efforts to turn-around the Companys operations and its financial stability.

CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of SEBI (LODR), a separate section on Corporate Governance practices followed by the Company together with a Certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

PERFORMANCE EVALUATION:

Pursuant to Section 134(3)(p) read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 4(2)(f)(ii)(9) read with Regulation 17(10) of the Listing Regulations, mandates that the Board shall monitor and review the Board evaluation framework and shall carry out performance evaluation of the Independent Directors. The Companies Act, 2013, states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The performance evaluation of the Directors, the Board and its Committees was accordingly carried out based on the criteria laid down under the SEBI Circular dated January 5, 2017, for Performance Evaluation in the Nomination & Remuneration Policy and approved by the Board of Directors. Further details in respect of the criteria of evaluation has been provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also assessed the quality, quantity and timelines of flow of information between the Company management and the Board. Your Directors express their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The provisions of Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as there is only one employee (excluding Executive Directors) in the Company.

The details of top ten employees (including Executive Directors) of the Company is annexed as Annexure 1 to this Report pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RELATED PARTY TRANSACTIONS:

During the year under review, there was no transaction entered with any related parties pursuant to Section 188(1) and Section 134 (3) (h) of the Companies Act, 2013 read with Rules 6 A & 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of SEBI (LODR) Regulations, 2015, except those mentioned in the notes to the financial statements.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.venturatextiles.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, no loans or guarantees were given or investments were made pursuant to the provisions of Section 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS:

Pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Companys operations in future.

RISK MANAGEMENT:

The Company has in place Risk Management System which takes care of risk identification, assessment and mitigation. The Board periodically reviews the risk, if any, and ensures to take necessary steps for its mitigation.

STATUTORY AUDITORS:

At the 47th Annual General Meeting (AGM) of the Company held on 23rd September, 2017, M/s Govind Prasad & Co., Chartered Accountants, (Firm Registration No. 114360W) were appointed as the Statutory Auditors of the Company for a period of five years to hold office from conclusion of the 47th AGM of the Company till the conclusion of the 52ndAGM of the Company to be held for the Financial Year 2022-2023.

M/s Govind Prasad & Co., Chartered Accountants, (Firm Registration No. 114360W) have confirmed that they are not disqualified from continuing as Auditors of the Company.

AUDITORS REPORT:

The Auditors Report does not contain any qualifications, reservations or adverse remark, except disclaimer clause as stated at ‘S.No. f of ‘Report on other Legal and Regulatory Requirements forming part of Independent Auditors Report viz.,

With respect to the adequacy of the internal financial controls, our financial reporting of the company and the operating effectiveness of such controls, the system of internal financial controls over financial reporting of the company was not made available to us to enable us to determine if the company has established adequate internal financial control over financial reporting and whether such internal financial controls were operating effectively as at March 31, 2019. We have considered the disclaimer reported above in determining the nature, timing and extent of audit tests applied in our audit of the financial statements of the company, and the disclaimer does not affect our opinion on the financial statements of the company.

Management Reply: The Management has devised proper systems to ensure compliance with the provisions of all applicable laws including adequacy of the internal financial controls and ensure such systems are adequate and operating effectively, to the extent possible considering the weak financial position of the Company.

The Board of Directors are taking best efforts to turn-around the Companys operations and its financial stability in near future.

With Respect to the observation made by the Auditors in its Annexure to Audit Report regarding the pending payment of Professional Tax of Rs. 1,96,670/- and Panchay at Tax of Rs. 7,85,711/-, the management is of the opinion that the same will be paid in due course of time.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

INTERNAL AUDITORS

Pursuant to Section 138 and other applicable provisions of the Companies Act, 2013 read with Rule 13(1)(a) of the Companies (Accounts) Rules, 2014, Mr.Abhijit Rao, Executive-Chief Financial Officer (CFO) of the Company has been appointed as the Internal Auditor of the Company for the Financial Year 2019-2020 under the authority of the Board of Directors at its meeting held on 14.08.2018.

COST RECORDS

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

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

The Company is giving due consideration to the conservation of energy and all efforts are being made to properly utilize the energy resources.

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-2 to the Board Report.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to the sub-section (3) of Section 92 &134(3)(a) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, of the Companies Act, 2013 prepared in Form MGT-9 is annexed herewith as Annexure-3 to the Boards Report.

SECRETARIAL AUDITORS:

Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company based on the recommendation of the Audit Committee, appointed M/s. S. Anantha & Ved LLP, Company Secretaries, Mumbai (LLP IN: AAH-8229) as the Secretarial Auditors of the Company on August 14, 2018 for the Financial Year 2018-19.

The Secretarial Audit report for financial year 2018-19 forms part of Annual Report as Annexure -4 to the Boards Report. Necessary explanations to each of the observations made in the Secretarial Audit Report are as given below:

a) The Company has not appointed a woman director till 18th October, 2018 and has therefore not been compliant with the Second Proviso of Section 149 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, till the date of appointment of a woman Director on 19th October, 2018:

The Company appointed a woman Director on 19th October, 2018, despite the Companys weak financial position, BIFR history etc., and complied with requirements of the Act and the Rules thereunder.

b) The Company has not appointed Company Secretary (Key Managerial Personnel) under Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The Company is not in a position to appoint the Company Secretary, due to its weak financial condition. No candidate is willing to join on account of the weak financial position of the Company. The Board assures that after the commencement of commercial production, the Company will appoint a Company Secretary and comply with the requirements specified under Section 203 of the Companies Act, 2013.

c) The Nomination and Remuneration Committee consists of Three (3) Members out of which 2 (Two) are Non-Executive and Independent Directors and 1 (one) is Executive and Non-Independent Directors:

The Board of Directors will take necessary efforts to appoint one more Non- Executive and Independent Director to ensure the Nomination and Remuneration Committee would be duly constituted as required under Section 178 of the Companies Act, 2013.

d) The Company is yet to establish systems to ensure adequate and effective compliance with the provisions of all applicable laws.

The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively, to the extent possible considering the weak financial position and the Board of Directors are taking best efforts to turn-around the Companys operations, its financial stability and to comply with all applicable laws.

e) The company has accumulated losses exceeding its net worth, which may adversely affect the future operations of the Company;

The Net worth of the Company has been fully eroded. However this will not affect the future viability of the Company as the Company has started commercial production to increase turnover & improve profitability.

f) The Company has made equity investments of Rs.11,86,000/- during the year under review to obtain loans from the Co-operative banks; The Company has availed of Loan Rs.18.50 Crs ( Term Loan- Rs.12.00 Crs , Term Loan – Plant & Machinery –Rs.2.00 Crs and Working Capital Loan – Rs.4.50 Crs) from Janakalyan Sahakari Bank Ltd., and Rs.2.75 Cr from Mogaveera Co-operative bank Ltd., during the year under review. As a requirement for availing of the Loans, the Company has acquired by way of subscription / purchase or otherwise shares of Rs.5 Lakh in the share capital of the Janakalyan Sahakari Bank Ltd., on July 11,2018 and shares of Rs.6.86 Lakh in the share capital of the Mogaveera Co-operative bank Ltd., on March 26,2019.Thus the total equity investment amounting to Rs.11.86 Lakhs has been made at the instances & as per the policy of the respective Banks so as to enable the Company for availing of the said Loans.

g) The company has not filed certain e-forms with MCA for Board Resolutions and there are delay in filing some e-forms.

The Company is in the process of filing the e-forms for some resolutions passed by the Board of Directors of the Company. The management has directed to take care of filing the e-forms in future in time. The management also directed to appoint Company Secretary at the earliest.

SECREATRIAL STANDARD SISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with the provisions of applicable Secretarial Standards issued by ICSI

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) & 34(3) of SEBI (LODR) is presented in a separate section forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):

As per Section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every Company having Net Worth of Rupees five hundred crore or more, or Turnover of Rupees one thousand crore or more, or a Net Profit of Rupees five crore or more during any financial year shall constitute the CSR Committee. Considering the above threshold limit specified above, the Company is not required to constitute the CSR Committee.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

There are no women employees / outsiders associated with the Company and hence, no disclosure is required to be furnished under the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Management has devised proper systems to the extent possible to ensure compliance with the provisions of all applicable laws including adequacy of the internal financial controls and ensure such systems are adequate and operating effectively, considering the weak financial position of the Company.

The Board of Directors are taking best efforts to turn-around the Companys operations and its financial stability in near future.

DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, there have been no material changes and commitments have occurred between the end of the financial year of the Company and date of this report which can affect the financial position of the Company.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation to the Companys valued Investors, Banks, Central and State Governments, Stock Exchanges, Depositories, Business Associates, Statutory Authorities and all other Stakeholders for their continuous support andco-operation.

For and on behalf of the Board of Directors
Sd/-
P . M. Rao
Place: Mumbai Chairman and Managing Director
Date: 14th August, 2019 DIN: 00197973