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Prime Industries LtdIndustry : Finance & Investments
BSE Code:519299NSE Symbol: Not ListedP/E(TTM):28.64
ISIN Demat:INE543F01028Div & Yield %:0EPS(TTM):7.51
Book Value(Rs):12.8493671Market Cap ( Cr.):339.78Face Value(Rs):5
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To,

The Members,

The Directors of Prime Industries Limited (PIL) have great pleasure in presenting their 28th Annual Report of the company together with the audited statements of accounts for the financial year ended 31st March, 2020 along with report of the Statutory Auditors thereon.

1. Financial summary of the Company

The summary of financial results of the Company for the period ended 31st March, 2020 is as under:

(Rs. In Lakh)
PARTICULARS Figures for the year ended 31st March, 2020 Figures for the year ended 31st March, 2019
Total Revenue 128.31 81.28
Total Expenses 120.80 80.18
Profit Before Tax 75.07 11.00
Tax Expense (0.10) 0.52
Profit For The Period 75.18 10.48

2. Management Discussion & Analysis

During the year under review, your Company has registered gross operating & other income of Rs. 128.31 Lakh as compared to Rs. 81.28 Lakh in previous year, increased by 57.86%.

The Company earned a net profit after tax of Rs. 75.18 Lakhs, increased by 617.37% as against a net profit after tax of Rs. 10.48 Lakhs in the previous year.

3 . Dividend

Keeping in view the present economic situations, the board recommends retaining the earnings in the Company; hence, the Board has not recommended any dividend on the equity share capital of the Company.

4 . Reserves

No amount is being transferred to reserve & surplus in the current year.

5. Brief description of the Company's working during the year

In this year of its operations, i.e. FY 2019-20, your company's revenue during the year under review increased to Rs. 128.31 Lakh as compared to Rs. 81.28 Lakh in previous year. Your company's Net Profit after tax is Rs. 75.18 Lakh as compared to Rs. 10.48 Lakh in the previous year.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate 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 to which the Financial Statements relate and the date of the Report.

7 . Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

During the year under review no significant and material orders have been passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

8. Adequacy of Internal Control.

The Company has a proper and adequate system of internal control, to ensure that all assets are safeguarded, properly utilized and protected against loss from un-authorized use or disposition and those transactions are authorized and recorded by the concerned departments properly and reported to the Audit Committee/Board correctly.

The Company has also in place adequate internal financial controls with reference to financial statements. Such controls are tested from time to time and no reportable material weakness in the design or operation has been observed so far.

9. Subsidiary/Joint Ventures/Associate Companies.

The Company did not have any Subsidiary, Joint Venture or Associate Company during the year under review.

10. Deposits.

The Company has not accepted any public deposits pursuant to the provisions of Section 73 to 76 of the Companies Act, 2013 and the rules made there under and as such, no amount on account of principal or interest on Pubic Deposits was outstanding on the date of the Balance Sheet.

11. Auditors

(a) Statutory Auditors

In terms of Section 139 of the Act, M/s C. S. Arora & Associates, Chartered Accountants, were appointed as statutory auditors of the Company for a period of five years in the AGM held on 30.09.2019 from the conclusion of the Twenty Seventh Annual General Meeting until the conclusion of the Thirty First Annual General Meeting, for the period of 5 years.

There are No qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report for the financial year 2019-20. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2019-20.The Auditors' Report on the Accounts of the Company for the period under review are self - explanatory and no comments are required.

(b) Secretarial Auditors and Secretarial Audit Report

Pursuant to the requirements of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company had appointed M/s. Rajeev Bhambri & Associates, Company Secretaries in Practice, Ludhiana, for conducting Secretarial Audit for the year 2019-2020. The Secretarial Audit Report for the financial year ended March 31, 2020 is part of this Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers made by Secretarial Auditors, in their Audit Report.

(c) Internal Auditors

Mr. Arun Pal, Assistant Manager of the Company, was appointed by the Board of Directors as Internal Auditor of the Company to assist in internal audit with the audit processes and internal audit reviews for the Company for FY 2019-20.

12. Auditors' Report

M/s C. S. Arora & Associates, Chartered Accountants, Statutory Auditors of the Company, have audited the accounts of the Company for the year 2019-20 and their Report is annexed. Pursuant to Section 143(3)(i) of the Companies Act, 2013, the Statutory Auditors have also reported on the adequacy and operating effectiveness of the internal financial controls system over financial reporting, which has been enclosed as ‘Annexure' to Independent Auditor's Report. Significant Audit observations, if any, and corrective actions taken by the Management are presented to the Audit Committee of the Board from time to time. There are no qualifications, reservations or adverse remarks or disclaimers made in the Auditor's Report.

13. Extract of the annual return

The details forming part of the extract of the Annual Return in Form MGT-9, as required under the provisions of the Companies Act, 2013, forms an integral part of Board Report. Form MGT-9 is available on the website of the Company and can be accessed at https://www.primeindustrieslimited.com/.

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

Information with respect to Conservation of energy, technology, absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable because there are no manufacturing activities in the Company.

15. Directors & Key Managerial Personnel

The Company's Board comprised six Directors as on March 31, 2020, viz.,

Mr. Rajinder Kumar Singhania, Managing Director (Promoter),
Mr. Harjeet Singh Arora, Non-Executive, Non-Independent Director,
Mrs. Parveen Singhania, Non-Executive Woman Director / Promoter,
Mr. Darshanjit Singh Minocha, Non-Executive, Independent Director (up to 20.07.2020)
Mr. Ashwani Kumar, Non-Executive, Independent Director
Mr. Rajiv Kalra, Non-Executive, Independent Director

The Board, therefore, presently comprises of six Directors. Ms. Jasleen Kaur Bath is the Company Secretary and Mr. Kashmir Singh is the CFO of the Company.

(a) Statement on Declaration by Independent Directors

The Company has received declaration from each independent director under Section 149(7) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), that they meet the criteria of independence laid down in the Companies Act, 2013 and Listing Regulations.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the Declarations received by the Company under Section 149(7) of the Companies Act, 2013 the following Non-Executive Directors are identified as Independent Directors of the Company:

i) Mr. Ashwani Kumar
ii) Mr. Rajiv Kalra
iii) Mr. Anil Bhatia (w..e.f 28.08.2020)

(b) Appointment / Re-appointment / Resignation / Retirement of Directors

(c) In order to ensure compliance with Section 152(6) of the Act, the Board has considered the following matters related to Appointment / Re-appointment / Resignation / Retirement of Directors:

• Mrs. Parveen Singhania, Director of the Company, being longest in office, shall retire at the ensuing AGM and being eligible, offers herself for re-appointment, for ensuring compliance with Section 152(6) of Act.

• Mr. Darshanjit Singh Minocha, Non-Executive, Independent Director of the Company has resigned from the directorship of the Company w.e.f 20.07.2020.

• Mr. Anil Bhatia has appointed as Additional Independent Director of the Company w.e.f 28.08.2020 by the Board of Directors of the Company, subject to approval of Shareholders, tenure upto the ensuing AGM of the Company. The Company recommend to regularize him from Additional Independent Director to independent Director w.e.f the date of AGM 29.09.2020.

• Mr. R.K. Singhania hereby re-appointed Managing Director of the Company for the further period up to 31st July, 2020 subject to approval of Shareholders.

Relevant details, including brief profile of the Director seeking appointment / re-appointment/Retirement at the ensuing Annual General Meeting, have been furnished in the Notice of the Annual General Meeting.

There were no other appointments/Resignations of Directors/Key Managerial Personnel during the Financial Year 2019-20.

(d) Remuneration to Directors/Employees and related analysis

During the year under review, no employee of the Company received salary in excess of the limits as prescribed under the Act. Accordingly, no particulars of employees are being given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details pertaining to the ratio of the remuneration of each director to the median employee's remuneration and other prescribed details as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith and forms part of the Directors' Report.

(e) Key Managerial Personnel

Mr. Rajinder Kumar Singhania, Managing Director, Mr. Kashmir Singh, Chief Financial Officer and Ms. Jasleen Kaur Bath, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and rules made thereunder.

16. Number of meetings of the Board of Directors

The board meetings are convened by giving appropriate notice after obtaining the approval of the Managing Director. The Board meets at least once a quarter to review the results and other items on the agenda, once a year for on the occasion of the annual shareholders' meeting. When necessary, additional meetings are held.

The agenda of the board meetings is drafted by the Company Secretary along with the explanatory notes and these are distributed in advance to the directors. Every Board member is free to suggest the inclusion of items on the agenda. The agenda papers are prepared by the concerned officials of the respective department and are approved by the Managing Director. Agenda papers are circulated to the Board by the Company Secretary. Additional items on the agenda are permitted with the permission of the Chairman. All divisions/departments in the Company are encouraged to plan their functions well in advance, particularly with regard to matters requiring discussion/ approval/ decision in the board/ committee meetings.

All such matters are communicated to the Company Secretary in advance so that the same could be included in the agenda for the board meetings.

The Board also passes resolutions by circulation on need basis.

Minutes of the proceedings of the board meeting are prepared within 48 hours of the meeting. Draft minutes are circulated to the Chairman for his comments. The minutes of all the Committees of the Board of Directors of the Company are placed before the Board.

The quarterly, half-yearly and the annual results are first placed before the Audit Committee of the Company and thereafter the same are placed before the Board of Directors.

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. Due to business exigencies, certain business decisions are taken by the Board through circulation from time to time.

The Board met Seven (7) times during the FY 2019-20 viz. on 30.05.2019, 08.07.2019, 14.08.2019, 29.08.2019, 26.09.2019, 14.11.2019 and 14.02.2020.

17. Committees of the Board

The Company has several Committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

Audit Committee

To ensure the composition & independence of the Committee as per the Companies Act, 2013, the Audit Committee's composition and terms of reference are in compliance with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.

As on 31.03.2020, The Audit Committee is comprised of two Non- Executive Independent Directors and one Non-Executive/ Non-Independent Director viz. Mr. Ashwani Kumar (Non- Executive/Independent Director) Mr. Rajiv Kalra (Non- Executive/Independent Director) and Mr. Harjeet Singh Arora (Non- Executive/Non-Independent Director). All the Members of Audit Committee are financially literate and have accounting knowledge to interpret and understand the financial statements. Mr. Ashwani Kumar is the Chairman of the Audit Committee.

The Audit Committee meetings were held at the Registered Office of the Company and Statutory Auditor, Company Secretary and Head of Accounts Department are permanent invitees to the meetings. The Company Secretary of the Company acts as the secretary of the Committee. During the year Audit Committee members, met four (4) times on 30.05.2019, 14.08.2019, 14.11.2019 and 14.02.2020.

Nomination and Remuneration Committee

Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations, read with Section 178 of the Act.

As on 31.03.2020, The Nomination and Remuneration Committee comprises of Mr. Ashwani Kumar (Chairman), Mr. Harjeet Singh Arora and Mr. Rajiv Kalra.

Policy on Remuneration of Directors, Key Managerial Personnel & senior employees is annexed herewith and forms the part of Board Report. Policy is also available on the website of the Company and can be accessed at https://www.primeindustrieslimited.com/.

One Nomination and Remuneration committee meeting was held during the year on 13.07.2020.

Stakeholders Relationship Committee

The Stakeholders' Relationship Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations read with section 178 of the Act.

As on 31.03.2020, The Stakeholders' Relationship Committee of Board (SRC) comprises Mr. Harjeet Singh Arora (Chairman), Mr. Darshanjit Singh Minocha (Member) and Mr. Rajiv Kalra (Independent Director). SRC monitors redressal of complaints received from shareholders/ investors with respect to transfer of shares, non-receipt of dividend, non-receipt of Annual Reports, interest payment on Bonds, etc.

During the FY 2019-20, no complaints were received. There was no complaint outstanding as on 31st March, 2020. Also, no instruments of transfer were pending as on 31st March, 2020. The Company Secretary is the Compliance Officer of the Committee. The Committee meets as and when required, to deal with the investor related matters etc.

One stakeholders' relationship committee meeting was held during the year on 14.02.2020.

Due to Resignation and Appointment of Directors, the committee can be reconstituted with the approval of the Board.

18. Listing / De-listing of Shares

The Shares of your Company are presently listed on The Bombay Stock Exchange Limited, Mumbai (BSE) and the Annual Listing Fees for the year 2020-21 has already been paid to it.

19. Forfeiture of Shares

During the year, the Company has forfeited 73,300 equity shares of Rs. 10/- each on account of non-payment of amount due on party paid shares from the concerned shareholders and the Board of Directors of the Company has inter-alia, considered and approved the forfeiture of 73,300 partly paid shares at its meeting held on 8th July, 2019.

20. Share Capital

The paid-up Equity Share Capital as on March 31, 2020 was Rs. 7.86 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights.

The Company has forfeited 73,300 equity shares of Rs. 10/- each on account of non-payment of amount due on party paid shares from the concerned shareholders and the Board of Directors of the Company has inter-alia, considered and approved the forfeiture of 73,300 partly paid shares at its meeting held on 8th July, 2019.

The New share capital of the company to be change from Rs. 7,86,33,500/- (Pre Forfeiture) to Rs. 7,82,67,000/- (Post Forfeiture)

21. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and Schedule V of SEBI(LODR) Regulations, 2015, The Company has established a vigil mechanism to provide appropriate avenues to the directors and employees to bring to the attention of the Management, their genuine concerns about behavior of employees. Details of Vigil Mechanism/Whistle Blower are included in the report on Corporate Governance.

During the financial year 2019-20, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries/associate.

A copy of the Vigil Mechanism/Whistle Blower as approved by the board may be accessed at https://www.primeindustrieslimited.com/.

22. Familiarization programme for Independent Directors.

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.primeindustrieslimited.com/.

23. Particulars of loans, guarantees or investments under section 186

During the year under review, the company has not given any loan, guarantee, provided security to any person or other body corporate or acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding the limits prescribed under section 186 of the Companies Act, 2013.

24. Particulars of contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: https://www.primeindustrieslimited.com/.

Your Directors draw attention of the members to Note 24 to the financial statement which sets out related party disclosures.

25. Insider Trading Regulations.

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") and the Code of Conduct to regulate, monitor and report trading by employees and other connected persons ("Code of Conduct") as approved by the Board on 14.05.2015 are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated employees and Specified Persons. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Designated employees and Specified Persons from trading in the securities of the Company at the time when there is unpublished price sensitive information.

26. Nomination and Remuneration Policy

The Company's Nomination and Remuneration Policy formulated by the Nomination and Remuneration Committee deals with the appointment and remuneration of Directors and KMPs of the Company. The policy also covers the criteria for determining qualifications, positive attributes, independence of a Director and KMP. In terms of Section 134(3) (e) of Companies Act, 2013 the Nomination and Remuneration Policy of the Company is annexed herewith and forms part of this Annual Report.

27. Risk Management

The Board of Directors of your Company has formulated the risk management policy which seeks to identify risks inherent in business operations of the Company and provides guidelines to define, measure, report, control and mitigate the identified risks.

The objective of Risk Management is to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities. An enterprise-wide risk management framework is applied so that effective management of risks is an integral part of every employee's job.

The Board's role under the policy is to ensure framing, implementing and monitoring risk management plan, having in place systems for risk management as part of internal controls. It is the duty of Independent Directors to bring unbiased angle to the Board's deliberations on making risk management systems more robust. On the other hand, Audit Committee's role is Evaluate the risk management systems.

As a financial intermediary, the Company is exposed to risks that are particular to its lending business and the environment within which it operates. Company's goal in risk management is to ensure that it understands measures and monitors the various risks that arise and that the organization adheres strictly to the policies and procedures which are established to address these risks. The Company is primarily exposed to credit risk, market risk, liquidity risk, operational risk and legal risk.

The Company has a structured and standardized credit approval process, which includes a well- established procedure of comprehensive credit appraisal. In addition, the Company attempts to mitigate operational risk by maintaining a comprehensive system of internal controls, establishing systems and procedures to monitor transactions, maintaining key back-up procedures and undertaking regular contingency planning. As regards legal risk, the Company seeks to minimize legal risk by using stringent legal documentation, employing procedures designed to ensure that transactions are properly authorized and consulting internal and external legal advisor. The Company also conducts a comprehensive analysis of our loan portfolio on a periodic basis. The analysis considers both qualitative and quantitative criteria including, among others, the account conduct, future prospects, repayment history and financial performance. This comprehensive analysis includes an account by account analysis of the entire loan portfolio, and an allowance is made for any probable loss on each account. In estimating the allowance, we consider the net realizable value on a present value basis by discounting the future cash flows over the expected period of recovery. Further, we also consider past history of loan losses and value of underlying collateral.

28. Human Resources Development

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. The relations at all levels of the Company have remained very cordial throughout the year.

29. Corporate Governance Certificate

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. However, since the Company does not fulfill the criteria mentioned in Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliances with regard to corporate governance provisions are not applicable to the Company.

30. Corporate Social Responsibility

The provisions of Section 135 of Companies Act, 2013 are not applicable on the Company.

31. Prevention of Sexual Harassment at Workplace

The Company has Zero tolerance towards any action on the part of any employee which may fall under the ambit of 'Sexual Harassment' at workplace, and is fully committed to uphold and maintain the dignity of every women working in the Company.

During the year under review, no complaints were received from any of the employees and no complaints were pending at the beginning of the year.

32. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 profit and loss of the company for that period;

c) the directors had taken 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;

d) the directors had prepared the annual accounts on a going concern basis; and

e) 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.

33. Board Evaluation

The Board of Directors of your Company recognizes and accepts that Boards are accountable to the public to ensure that they are operating in an effective manner. Care is taken to avoid that the Board does not fall into the "same old way of doing things". Therefore, one of the few ways to identify and address the problem is for the Board to conduct a self-evaluation.

The Nomination and Remuneration Committee of the Company has approved the Annual Evaluation Plan for the Board, Committees and Individual Directors. The Board including its committees and members shall evalute itself once a year, whether there are apparent major problems or not. Each member of the Board shall complete a form which comprises of objective questions on certain parameters such as their own roles and responsibilities in the Company, Strategic Leadership, Accountability, Board Processes and Board Performance. The responses shall be discussed among members of Board, Committees and at Individual level. The exercise shall be led by the Chairman alongwith a Senior Independent Director of the Company.

The results of the Evaluation shall be shared with the Board, Chairman of respective Committees and individual Director Based on the outcome of the Evaluation, the Board and Committees shall agree on the action plan to improve on the identified parameter. The evaluation in terms of the plan has been completed during the period under review.

34. Managing Director (MD) and Chief Financial Officer (CFO) Certificate

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from the Chief Financial Officer and Managing Director of the Company, for the financial year 2019-20 with regard to the financial statements and other matters. The said certificate forms part of this Annual Report.

35. Dividend Distribution Policy

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (‘Listing Regulations') is not applicable on the Company.

36. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

37. Secretarial Standards of Icsi

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI') and that such systems were adequate and operating effectively.

38. Emergence of Covid-19

Towards the end of the financial year, the World Health Organization (WHO) declared Covid-19 a pandemic and the outbreak, which infected millions, has resulted in deaths of a significant number of people globally. Covid-19 is seen having an unprecedented impact on people and economies worldwide.

The Company is taking all necessary measures in terms of mitigating the impact of the challenges being faced in the business. The Company is working towards being resilient in order to sail through the current situation.

39. Acknowledgement

Your Directors are pleased to place on record their appreciation and express their gratitude to the Company's Bankers, Clients, Advisors and Business Associates for their continued and valuable co-operation and support to the company from time to time.

Your Directors also wish to express their gratitude to investors for the faith that they continues to repose in the Company.

Your Directors would also like to place on record their appreciation for committed services rendered by the employees at all levels of your company.