Nirlon Limited — Annual Report 2021

Sep 5, 2021

Nirlon Limited CIN:L17120MH1958PLC011045 Pahadi Village, off the Western Express Highway, Goregaon (East), Mumbai 400 063. Tele : +91 (022) 4028 1919 / 2685 2257 / 58 / 59 Fax : +91 (022) 4028 1940

CIN : L17120MH1958PLC011045 E-mail id : info@nirlonltd.com Website: www.nirlonltd.com

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September 5, 2021

The Secretary, BSE Limited, P.J. Towers, Dalal Street, Mumbai- 400 001.

Security Code: 500307

Dear Sir,

Sub: 62nd Annual Report of the Company – F.Y. 2020-21

Ref: Regulation 34 of the SEBI LODR, 2015

We are sending the 62nd Annual Report for the F.Y. 2020-21 to the Members of the Company through electronic mode to those Members whose e-mail addresses are registered with the Company/Share Transfer Agent/Depositories.

The Annual Report is available on the website of the Company at https://www.nirlonltd.com/pdf/nirlon\_annual\_report\_2020\_21.pdf.

The filing is done under pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

This is for your information and records.

Kindly acknowledge receipt of the letter.

Thanking you, Yours faithfully, For Nirlon Limited Sd/- Jasmin K. Bhavsar Company Secretary, V. P. (Legal) & Compliance Officer FCS 4178 Encl: a.a

CONTENTS

Sr. No.	Particulars	Page No.
1.	62nd Annual General Meeting Notice and Explanatory Statement {including Notes to the 62nd Annual Report for the Financial Year 2020-2021 and instructions for e-voting and Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") }	05-28
2.	Directors' Report (including Dividend Distribution Policy) and Annexures 1 to 5	31-58
3.	Corporate Governance Report (Annexure 6 )	58-79
4.	Management Discussion Analysis (Annexure 7)	80-83
5.	Business Responsibility Report (Annexure 8)	84-89
6.	Independent Auditor's Report	91-97
7.	Balance Sheet	98
8.	Statement of Profit and Loss	99
9.	Cash Flow Statement	100
10.	Statement of changes in Equity	102
11.	Notes to the Financial Statements	103-139
12.	KYC Updating Form	140

Board of Directors:

(As on August 13, 2021)

• 1. Mr. Rajinder Pal Singh (Chairman)
• 2. Ms. Anjali Seth
• 3. Mr. Sridhar Srinivasan ( w.e.f. September 29, 2020)
• 4. Mr. Kunnasagaran Chinniah
• 5. Mr. Kunal V. Sagar
• 6. Mr. Rahul V. Sagar (Executive Director & C.E.O)

Key Managerial Personnel:

• 1. Mr. Rahul V. Sagar (Executive Director & C.E.O)
• 2. Mr. Jasmin K. Bhavsar (Company Secretary, Vice President (Legal) & Compliance Officer)
• 3. Mr. Manish B. Parikh (Chief Financial Officer)

Legal Advisors:

• 1. Matubhai Jamietram, Advocates & Solicitors, Mumbai
• 2. JSA, Advocates & Solicitors, Mumbai

Auditors:

• 1. Statutory
• • S R B C & Co. LLP, Chartered Accountants, Mumbai (FRN 324982E/E300003)
• 2. Internal
• KPMG, Mumbai
• 3. Cost
• Vinay Mulay & Co., Cost Accountants, Mumbai
• 4. Secretarial
• Alwyn Jay & Co., Company Secretaries, Mumbai

Lenders :

HDFC Limited

Registered Office:

Nirlon Limited, Pahadi Village, off the Western Express Highway, Goregaon (East), Mumbai 400 063.

• Tele : +91 (022) 4028 1919 / 2685 2257/ 58/ 59
• Fax : +91 (022) 4028 1940
• CIN no. : L17120MH1958PLC011045
• E-mail id : info@nirlonltd.com
• Website : www.nirlonltd.com

Share Transfer Agent:

Link Intime India Pvt. Ltd., C 101, 247 Park, L B S Marg, Vikhroli (West), Mumbai 400 083.

• Tele : +91 (022) 49186000
• Fax : +91 (022) 49186060
• CIN no. : U67190MH1999PTC118368
• E-mail id : rnt.helpdesk@linkintime.co.in
• Website : www.linkintime.co.in

NOTICE TO MEMBERS

NOTICE is hereby given that the 62nd Annual General Meeting (AGM) of Nirlon Limited will be held on Wednesday, September 29, 2021 at 12:00 noon (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2021, including the Statement of Profit and Loss for the Year ended on that date, Audited Balance Sheet as at March 31, 2021 and Reports of the Directors' and Auditors' thereon.
• 2. To declare a dividend of 8/-per equity share of10/ each (@ 80%) for the Financial Year ended on March 31, 2021.
• 3. To appoint a Director in place of Mr. Kunal V. Sagar (DIN 00388877), aged 53 years, who retires by rotation at this Annual General Meeting, and being eligible offers himself for re-appointment.

SPECIAL BUSINESS:

4. To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution:

Appointment of Mr. Sridhar Srinivasan (DIN 07240718), aged 61 years, as a Non- Executive Independent Director of the Company

"Resolved that pursuant to the provisions of Sections 149, 152 and 161 and Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification/s or re-enactment thereof for the time being in force) and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements (Amendment) Regulations), 2015 as amended from time to time and pursuant to the recommendation of Nomination & Remuneration Committee, Mr. Sridhar Srinivasan (DIN 07240718), aged 61 years, who was appointed by the Board of Directors as an Additional Director of the Company, with effect from September 29, 2020 and who holds office up to the date of the forthcoming Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of a Director of the Company, being so eligible, be appointed as a Non-Executive Independent Director of the Company, to hold office for a term of five (5) years with effect from September 29, 2020, not liable to retire by rotation".

5. To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

Ratification of Remuneration payable to the Cost Auditor

"Resolved that pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification/s or re-enactment/s thereof for the time being in force), remuneration of `1,50,000/- (Rupees One lakh Fifty Thousand only) payable to Vinay Mulay & Co., Mumbai, (FRN 101159) appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2022, excluding GST, travelling and other out-of-pocket expenses incurred / to be incurred by them in connection with the aforesaid audit be and is hereby ratified and confirmed".

6. To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

Approval for the proposed Related Party Transaction "Resolved that pursuant to the provisions of Section 188(1) and other applicable provisions, if any, of the Companies Act, 2013 read with rules issued thereunder including Rule 15 of the Companies (Meetings of the Board and its Powers) Rules, 2014, (including any statutory modifications or re-enactment(s) thereof for the time being in force), Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and in accordance with the provisions of the Memorandum and Articles of Association of the Company, and pursuant to the approval of the Audit Committee of the Board of Directors and of the Board of Directors ("Board"), the approval of Members of the Company be and is hereby accorded to the Company to avail of additional services from Nirlon Management Services Private Limited ("NMSPL") in relation to additions and alterations to be made to the Company's base building in Phase 5 on such terms and conditions as may be approved by the Board of Directors of the Company ("Additional Scope");

Resolved further that any of Directors of the Company, Chief Financial Officer and the Company Secretary / Compliance Officer be and are hereby jointly and severally authorised to take all steps necessary for the implementation of the above resolution, including but not limited to providing intimations to appropriate statutory bodies and contractual counter parties and by undertaking such other acts, deeds and things from time to time, to do all such acts, matters, deeds and things as may be necessary, expedient or desirable in order to give effect to this resolution including

execution of appropriate agreements for the Additional Scope and the transactions contemplated thereunder, appointing consultants, valuers, legal advisors and all such agencies as may be required for the purposes of the Additional Scope and on such terms as they deem appropriate and necessary for the implementation of the above resolution including making the necessary filing and applications, if any, with any regulatory authorities including the Registrar of Companies and to undertake all such actions in connection with the foregoing, without being required to seek further clarification, consent or approval of Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution;

Resolved further that the Board be and is hereby authorized to take all steps necessary to finalise, execute, amend, novate, supplement, extend, restate or make any other modifications to the terms and conditions on which the Company may avail of the Additional Scope as may be required, from time to time;

Resolved further that consent of the Members of the Company be and is hereby accorded to the Board of Directors to delegate all or any of its powers conferred by the above resolution to any Director or Directors or to any committee of Directors or any other officer or officers of the Company to give effect to the aforesaid resolutions;

Resolved further that the Common Seal of the Company, if required, may be affixed to the duly stamped agreements, undertaking, or other certificates and documents as may be required to be executed under the Common Seal of the Company in the presence of any one of the directors of the Company to give effect to this resolution;

Resolved further that the Company Secretary and/ or any Director of the Company be and is hereby authorized to provide a certified copy of this resolution to any person, entity and/or authority as may be required for giving effect to the above resolutions."

By Order of the Board of Directors, For Nirlon Limited Sd/- Jasmin K. Bhavsar

Company Secretary, Vice President (Legal) & Compliance Officer FCS 4178

Mumbai, August 13, 2021 Registered Office: Nirlon Limited,

Pahadi Village, off the Western Express Highway, Goregaon (East), Mumbai 400 063. Tele : +91 (022) 4028 1919 / 2685 2257/ 58/ 59 Fax : +91 (022) 4028 1940 CIN no. : L17120MH1958PLC011045

• E-mail id : info@nirlonltd.com
• Website : www.nirlonltd.com

NOTES:

• 1. a. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its General Circular No. 20/2020 dated May 5, 2020 read with General Circular No. 14/2020 dated April 8 , 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020 and General Circular No. 02/2021 dated January 13, 2021 (collectively referred to as "MCA Circulars") and the Securities and Exchange Board of India ("SEBI") has vide its Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/ P/2021/11 dated January 15, 2021 permitted the holding of this Annual General Meeting ("AGM" or "the Meeting") through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("the Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the MCA & SEBI Circulars, the AGM of the Company is being held through VC/OAVM, without the physical presence of the Members at a common venue.
• b. In compliance with the applicable provisions of the Companies Act, 2013 ("the "Act") (including any statutory modification or re-enactment thereof for the time being in force) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), as amended from time to time, read with the MCA Circulars, SEBI Circulars and pursuant to Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the 62nd Annual General Meeting ("AGM") of the Company is scheduled to be held on Wednesday, September 29, 2021, at 12.00 noon (IST) through VC/OAVM along with the voting for items to be transacted as set out in the Notice calling the 62nd AGM only through the remote electronic voting process ("e-voting").
• c. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS AND THE SEBI CIRCULARS REFERRED TO IN '1a' ABOVE THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH.

ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS AND THE SEBI CIRCULARS, THE FACILITY FOR APPOINTMENT OF PROXIES BY MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM, AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE.

• d. In accordance with the Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India ("ICSI") read with Clarification/Guidance on applicability of Secretarial Standards – 1 and 2 dated April 15, 2020 issued by the ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM.
• e. As per the provisions of Clause 3.A.II. of the General Circular No. 20/ 2020 dated May 5, 2020, the matters of Special Business as appearing at Item Nos. 4 to 6 of the accompanying Notice are considered to be unavoidable by the Board, and hence form part of this Notice.
• f. The business set out in the 62nd AGM Notice will be transacted through an electronic voting system ("e-voting") only, and the Company is providing a facility for voting by electronic means through remote e-voting.
• g. In view of the ongoing COVID-19 pandemic, social distancing has to be a pre-requisite. Pursuant to the above mentioned MCA Circulars, physical attendance of the Members is not required at the AGM, and attendance of the Members through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.
• h. The Company's Share Transfer Agent ("STA") for its Share Registry Work (Physical and Electronic) is Link Intime India Pvt. Ltd. ("LIIPL") having its office at C 101, 247 Park, LBS Marg, Vikhroli (West) Mumbai 400 083.

• i. Further, due to non-availability of postal and courier services, on account of the threat posed by COVID-19 and in terms of the referred MCA Circulars and the SEBI Circulars, the Company is sending the 62nd AGM Notice along with the 62nd Annual Report for the F.Y. 2020-2021 in electronic form only to those Members whose e-mail addresses are registered with the Company/Depositories. The Notice convening the 62nd AGM and the Annual Report for the F.Y.2020- 2021 has been uploaded on the website of the Company at https://www.nirlonltd.com and may also be accessed from the relevant section of the websites of the Stock Exchange i.e. BSE Limited ("BSE") at www.bseindia. com. The AGM Notice is also available on the website of LIIPL at https://instavote.linkintime.co.in.

• 2. a. Members of the Company holding shares either in Physical Form or Dematerialized Form as on the cut-off date i.e. Wednesday, September 22, 2021, may cast their vote by remote e-voting. The remote e-voting period commences on Saturday, September 25, 2021 at 9:00 a.m. (IST) and ends on Tuesday, September 28, 2021 at 5:00 p.m. (IST). The remote e-voting module shall be disabled by LIIPL for voting thereafter.

• b. Voting rights shall be reckoned on the paid up value of shares registered in the name of the Member / Beneficial Owner (in case of Dematerialised Form) as on the cut-off date i.e. Wednesday, September 22, 2021.
• c. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
• d. Institutional Investors, who are Members of the Company, are encouraged to attend and vote at the 62nd AGM through the VC/OAVM facility. Corporate Members intending to appoint their authorized representatives to attend the 62nd AGM through VC or OAVM, and to vote thereat through remote e-voting are requested to send a certified copy of the Board Resolution to the Scrutinizer by an e-mail at alwyn.co@gmail.com with a copy marked to enotices@linkintime.co.in and share@nirlonltd.com.
• 3. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts in respect of the business under Item Nos. 4 to 6 above are annexed to the Notice. As required, the relevant details under Regulations 26 (4) and 36 (3) of the Listing Regulations read with the Secretarial Standard on General Meetings (SS-2) in respect of Directors seeking appointment and re-appointment at this AGM are given in the Explanatory Statement to the Notice of the AGM.

The Board of Directors has considered and decided to include the Item Nos. 4 to 6 given above as Special Business in the forthcoming AGM, as they are unavoidable in nature.

4 . S R B C & Co. LLP, Chartered Accountants, Mumbai (FRN 324982E/E300003) were appointed as Statutory Auditors of the Company at its 59th AGM held on Wednesday, September 26, 2018.

Pursuant to the Notification issued by the MCA on May 7, 2018 amending Section 139 of the Act and the Rules framed thereunder, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM. The Statutory Auditors at the time of appointment have given a confirmation to the effect that they are eligible for appointment for a period of 5 years and that they are not disqualified for being appointed as the StatutoryAuditors of the Company.

The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

• 5. a. In terms of Section 152 and all other applicable provisions of the Companies Act, 2013, Mr. Kunal V. Sagar (DIN 00388877), aged 53 years, Director, retires by rotation at the 62nd AGM and being eligible, offers himself for re-appointment;
• b. In terms of Sections 149, 152, 161 and Schedule IV and all other applicable provisions of the Companies Act, 2013, and Regulations 16, 17, and 25 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 as may be amended from time to time, Mr. Sridhar Srinivasan (DIN 07240718), aged 61 years, who meets the criteria for independence as provided in Section 149 (6) of the Act, is proposed to be appointed for a term of five (5) years with effect from September 29, 2020 as a Non-Executive Independent Director on the Board of Directors of the Company.

The Company has received notice in writing under Section 160 of the Companies Act, 2013 from a member proposing Mr. Srinivasan's candidature for the office of Director of the Company, to be appointed as Non- Executive Independent Director for a term of five (5) years with effect from September 29, 2020.

• c. A brief resume of Directors, nature of their expertise in specific functional areas, names of companies in which they hold Directorships and Memberships / Chairmanships of Board / Committees, shareholding, and relationships between Directors inter-se as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Secretarial Standard-2 are provided in the Corporate Governance Report forming part of this 62nd Annual Report.
• d. The Board of Directors of the Company recommend the following:
• i. Re-appointment of Mr. Kunal V. Sagar (DIN 00388877) aged 53 years, as a Director liable to retire by rotation. Mr. Sagar is a Promoter Director of Nirlon Limited, and is the brother of Mr. Rahul V. Sagar, Promoter and the Executive Director and C.E.O.

• ii. Appointment of Mr. Sridhar Srinivasan (DIN 07240718) aged 61 years, as a Non- Executive Independent Director for a term of five (5) years with effect from September 29, 2020.

• 6. a. Members who wish to inspect the relevant documents referred to in the Notice can send an e-mail to share@nirlonltd.com up to the date of the 62nd AGM.

• b. Members desiring inspection of statutory registers during the 62nd AGM may send their request in writing to the Company at share@nirlonltd.com and https://linkintime.co.in.
• 7. a. Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication including the annual report, notices, circulars, etc. from the Company electronically and support Green e-initiatives.
• b. Members can join the 62nd AGM in the VC/OAVM mode 30 minutes before and upto 15 minutes after the scheduled time of the commencement of the AGM by following the procedure mentioned in the Notice. Members will be able to view the proceedings on LIIPL's e-voting website at https://instameet. linkintime.co.in. The facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars.
• 8. a. Pursuant to Section 91 of the Act, the Register of Members of the Company will remain closed from Friday, September 17, 2021 to Wednesday, September 29, 2021, both days inclusive, for the purpose of the 62nd AGM.
• b. A dividend of 8/-per equity share of10/- each (@80%) has been recommended by the Board of Directors for the F.Y. 2020-2021, subject to TDS and for the approval of Members at the 62nd AGM. If the dividend, as recommended by the Board of Directors, is approved at the 62nd AGM, payment of such dividend, subject to deduction of tax at source ("TDS"), will be made on or after Monday, October 4, 2021, as under:
  • i. To all Beneficial Owners in respect of shares held in Dematerialized Form as per the data as may be made available by National Security Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") (both collectively referred to as "Depositories") as of the close of business hours on Thursday, September 16, 2021 ("Record Date");
  • ii. To all Members in respect of shares held in Physical Form after giving effect to valid transmission and transposition requests lodged with the Company on or before the close of business hours on Thursday, September 16, 2021 ("Record Date").

9. TDS on Dividend

The Board of Directors of the Company ("Board") have at their meeting held on June 24, 2021 recommended dividend of 8/-per equity share having a nominal value of10/- each for the Financial Year ended March 31, 2021.

In terms of the provisions of the Income-tax Act, 1961, ("the Act"), dividend paid or distributed by a Company on or after April 1, 2020 is taxable in the hands of the Shareholders. The Company shall therefore be required to deduct tax at source at the time of payment of dividend. The deduction of tax at source will be based on the category of Shareholders and subject to fulfillment of conditions as provided herein below:

For Resident Shareholders:

• a. Tax will be deducted at source ("TDS") under Section 194 of the Act @ 10% on the amount of dividend payable unless exempt under any of the provisions of the Act. However, in case of individuals, TDS would not apply if the aggregate of total dividend distributed to them by the Company during financial year does not exceed `5,000/-.
• b. Tax at source will not be deducted in cases where a Shareholder provides Form 15G (applicable to Individual) / Form 15H (applicable to an individual above the age of 60 years), provided that the eligibility conditions are being met.

For all Members (i.e. holding shares either in Dematerialized Form and/ or Physical Form):

The forms for tax exemption can be downloaded from LIIPL's website. The URL for the same is as under: https://www.linkintime.co.in/client-downloads.html

On this page select the "General tab". All forms are available in under the head "Form 15G/15H/10F".

The aforementioned documents (duly completed and signed) are required to be uploaded on the URL mentioned below:

https://linkintime.co.in/formsreg/submission-of-form-15g-15h.html

On this page, the user shall be prompted to select / share the following information to register their request.

• a. Select the company (Dropdown)
• b. Folio / DP-Client ID
• c. PAN
• d. Financial year (Dropdown)

• e. Form selection

• f. Document attachment 1 (PAN)

• g. Document attachment 2 (Forms)
• h. Document attachment 3 (Any other supporting document)

Please Note:

• i. That the upload of documents (duly completed and signed) on the website of LIIPL should be done on or before the Record date for the dividend, i.e. Thursday, September 16, 2021 in order to enable the Company to determine and deduct appropriate TDS / Withholding Tax. Incomplete and/or unsigned forms and declarations will not be considered by the Company. No communication on the tax determination / deduction shall be considered after Record date for the dividend, i.e. Thursday, September 16, 2021.
• ii. Members may note that in case the tax on dividend is deducted at a higher rate in absence of receipt of the aforementioned details/ documents, an option is available to Members to file the return of income as per the Act, and claim an appropriate refund, if eligible.
• iii. All communications/queries in this respect should be addressed to LIIPL at their e-mail id nirlonlimitedtaxexemption@linkintime.co.in.
• iv. All fields mentioned in the Form are mandatory and the Company may reject the form submitted, if it does not fulfill the requirement of law.
• v. Valid Permanent Account Number ("PAN") will be mandatorily required.
• vi. NIL / lower tax shall be deducted on the dividend payable to the following resident Shareholders on submission of self-declaration.
• a. Insurance Companies: Declaration by Shareholder qualifying as Insurer as per section 2(7A) of the Insurance Act, 1938 along with self-attested copy of PAN card;
• b. Mutual Funds: Declaration by Mutual Fund Shareholder eligible for exemption u/s 10(23D) of the Income- tax Act, 1961 along with self-attested copies of registration documents and PAN card;
• c. Alternative Investment Fund (AIF) established in India: Declaration that the Shareholder is eligible for exemption under section 10(23FBA) of the Act and they are established as Category I or Category II AIF under the SEBI regulations. Copy of self-attested registration documents and PAN card should be provided;
• d. New Pension System Trust: Declaration along with self-attested copy of documentary evidence supporting the exemption and self-attested copy of PAN card;

• e. Other Shareholders: Declaration along with selfattested copy of documentary evidence supporting the exemption and self-attested copy of PAN card;
• f. Shareholders who have provided a valid certificate issued u/s. 197 of the Act for lower / nil rate of deduction or an exemption certificate issued by the Income Tax Authorities along with Declaration.

For Non-Resident Shareholders (including Foreign Institutional Investors and Foreign Portfolio Investors) :

Tax is required to be withheld in accordance with the provisions of Section 195 and Section 196D of the Act at applicable rates in force. As per the relevant provisions of the Act, the tax shall be withheld @ 20% (plus applicable surcharge and cess) on the amount of dividend payable.

However, as per Section 90 of the Act, a non-resident Shareholder has the option to be governed by the provisions of the Double Tax Avoidance Agreement ("DTAA") between India and the country of tax residence of the Shareholder, if they are more beneficial to the Shareholder. For this purpose, i.e. to avail the tax treaty benefits, the non-resident shareholder will have to provide the following:

• a. Self-attested copy of PAN card, if any, allotted by the Indian income tax authorities;
• b. Self-attested copy of Tax Residency Certificate ("TRC") obtained from the tax authorities of the country of which the Shareholder is resident;
• c. Self-declaration in Form 10F, if all the details required in this Form are not mentioned in the TRC;
• d. Self-declaration by the non-resident Shareholder of meeting treaty eligibility requirements and satisfying beneficial ownership requirements (Non-resident having a Permanent Establishment ("PE") in India would need to comply with provisions of section 206AB of the IT Act);
• e. In case of Foreign Institutional Investors and Foreign Portfolio Investors, self-attested copy of SEBI registration certificate;
• f. In case of a Shareholder being a tax resident of Singapore, the letter issued by the competent authority or any other evidences demonstrating the non applicability of Article 24 - Limitation of Relief under India-Singapore Double Taxation Avoidance Agreement ("DTAA").

Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review by the Company of the documents submitted by non-resident Shareholders and meeting the requirements of the Act, read with the applicable tax treaty. In absence of the same, the Company will not be obligated to apply the beneficial DTAA rates at the time of tax deduction on dividend amounts.

Section 206AB of the IT Act, 1961:

Rate of TDS @10% u/s 194 of the Act is subject to provisions of section 206AB of Act (effective from July 1, 2021) which introduces special provisions for TDS in respect of non-filers of income-tax returns. As provided in section 206AB, tax is required to be deducted at the higher of the following rates in case of payments to specified persons:

• at twice the rate specified in the relevant provision of the Act; or
• at twice the rate or rates in force; or
• at the rate of 5%;

Where Sections 206AA and 206AB are applicable i.e. the specified person has not submitted the PAN as well as not filed the return, the tax shall be deducted at the higher of the two rates prescribed in these two sections.

The term 'specified person' is defined in sub-section (3) of section 206AB as a person who satisfies the following conditions:

• A person who has not filed an income tax return for two previous years immediately prior to the previous year in which tax is required to be deducted, for which the time limit of filing of return of income under section 139(1) of the IT Act has expired; and
• The aggregate of TDS and TCS in his/her case is `50,000/- or more in each of these two previous years.

A non-resident who does not have a PE in India is excluded from the scope of a specified person.

To enable the Company to determine the appropriate TDS / withholding tax rate applicable, it is advisable that Shareholders provide the above details and documents to LIIPL not later than Tuesday, September 14, 2021.

To summarise, dividend will be paid after deducting tax at source as under:

• i. NIL for resident Shareholders receiving dividend upto `5,000/-, or in case Form 15G / Form 15H (as applicable) along with submission of self-attested copy of the PAN card.
• ii. 10% for other resident Shareholders in case copy PAN card is provided / available.
• iii. 20% for resident Shareholders if copy of PAN card is not provided / not available.
• iv. Tax will be assessed on the basis of documents submitted by non-resident Shareholders.

• v. 20% plus applicable surcharge and cess for non-resident Shareholders in case the relevant documents are not submitted.
• vi. Lower/ NIL TDS on submission of a self-attested copy of a valid certificate issued under section 197 of the Act.

The aforesaid rates will be subject to applicability of Section 206AB of the Act.

In terms of Rule 37BA of Income Tax Rules 1962, if dividend income on which tax has been deducted at source is assessable in the hands of a person other than the deductee, then such deductee should file declaration with the Company in the manner prescribed by the Rules.

In case tax on dividend is deducted at a higher rate in the absence of receipt or defect in any of the aforementioned details / documents, Shareholders will be able to claim refund of the excess tax deducted by filing their income tax return. No claim shall lie against the Company for such taxes deducted.

• Updating of PAN, e-mail address and Other Details :
• a. Shareholders holding shares in Dematerialized Mode are requested to update their records such as tax residential status, permanent account number (PAN), registered e-mail addresses, mobile number/s and other details with their relevant depositories through their depository participants.
• b. Shareholders holding shares in Physical Mode are requested to furnish details to LIIPL.

The Company is obligated to deduct tax at source (TDS) based on the records available with LIIPL, and no request will be entertained for revision of TDS return.

Kindly note that the aforementioned documents should be sent on e-mail id nirlonlimitedtaxexemption@ linkintime.co.in. No communication on the tax determination / deduction shall be entertained after Thursday, September 16, 2021.

Updating of Bank Account Details:

• a. Shareholders are requested to submit / update their bank account details with their Depository Participant, in case they are holding shares in Dematerialized Form.
• b. Further, in order to receive the dividend in a timely manner, Members holding shares in Physical Form, who have not updated their mandate for receiving dividends directly in their bank accounts through Electronic Clearing Service ("ECS") or any other means, are requested to send hard copies of the following details / documents to LIIPL at C 101,

247 Park, LBS Marg, Vikhroli (West), Mumbai 400 083 on or before Tuesday, September 14, 2021:

A signed request letter mentioning Name, Folio Number, complete address and the following details relating to the Bank Account in which the dividend is to be received:

• o Name and Branch of Bank and Bank Account type;
• o Bank Account Number and type allotted by the Shareholders' bank after implementation of Core Banking Solutions;
• o 11 digit IFSC Code.
• o Self-attested copy of cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly;
• o Self-attested copy of the PAN Card; and
• o Self-attested copy of any document (such as Aadhaar Card, Driving License, Election Identity Card, Passport) in support of the address of the Member as registered with the STA.

Registration of Bank Details for Members holding shares in Physical Form:

• a. Members of the Company holding Equity Shares of the Company in Physical Form, and who have not registered their Bank details can get the same registered with LIIPL, by clicking the link: https://linkintime.co.in/emailreg/email_register. html,or at their web site www.linkintime.co.in using the Investor Services tab by choosing the e-mail/ Bank Registration heading and following the registration process as guided therein.
• b. Members are requested to provide details such as Name, Folio Number, Certificate number, PAN, e-mail id along with a copy of the cheque leaf with the first named Member's name imprinted on the face of the cheque leaf containing the bank name and branch, type of account, bank account number, MICR details and IFSC code in PDF or JPEG format.

It is very important for the Member to submit the request letter duly signed.

LIIPL will verify the documents uploaded, and will only take on record all valid cases.

On submission of details by a Member as stated above, an OTP will be received by a Member which needs to be entered in the link for verification.

• Members holding shares in Dematerialized Form may please note that their bank details as furnished by the respective Depositories to the Company will be considered for remittance of dividend as per the applicable regulations of the Depositories and the Company will not entertain any direct request from such Members for change / deletion in such bank

details. Further, instructions, if any, already given by them in respect of shares held in Physical Form, will not be automatically applicable to the dividend paid on shares held in Dematerialized Form. Members may, therefore, give instructions to their Depository Participant ("DP") regarding bank accounts in which they wish to receive dividend.

• For Members who are unable to receive the dividend directly in their bank accounts through ECS or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall dispatch the dividend warrant / Bankers' cheque / demand draft upon normalization of postal services.
• 10. a. As per Regulation 40 of the Listing Regulations as amended, securities of listed companies can be transferred only in Dematerialised Form with effect from April 1, 2019, except in case of requests received for transmission or transposition of securities.
• b. Transmission, Name Deletion and Transposition of Physical Shares are still permitted to be carried out in Physical Form without any restrictions.
• c. In view of the above and to eliminate all risks associated with Physical Shares and for ease of portfolio management, Members holding shares in Physical Form are requested to consider converting their holdings to dematerialised form. Members are accordingly requested to get in touch with any DP registered with the SEBI to open a Demat account. Members may also visit the website of the following depositories:
  • i. National Securities Depository Limited (NSDL): https://nsdl.co.in/faqs/ faq.php

or

i. Central Depository Services (India) Limited (CDSL): https://www.cdslindia.com/investors/opendemat.html for further understanding of the demat procedure.

11. Members are requested to note and give attention to the following:

• a. Members who hold shares in Physical Form are requested to surrender their old share certificates along with the required self certified KYC documents to LIIPL for new share certificates in form SH-1. For any communication, Members may also send requests to the Company's Investor e-mail id share@nirlonltd.com.
• b. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, PAN, registering of nomination and power of attorney,

Bank Mandate details such as name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DP in case the shares are held in Dematerialized Form, and to the STA in case the shares are held in Physical Form.

• c. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their Demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified from time to time.
• d. As per the provisions of Section 72 of the Act, the facility for making a nomination is available for Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company's website http://www.nirlonltd.com (under the Investor section). Members are requested to submit the said form to their DP in case the shares are held in Dematerialized Form, and to LIIPL in case the shares are held in Physical Form.
• e. The Securities and Exchange Board of India ("SEBI") has made it mandatory for all companies to use the bank account details furnished by the Depositories and the bank account details maintained by the Share Transfer Agent for payment of dividend to Members electronically. The Company has extended the facility of electronic credit of dividend directly to the respective bank accounts of the Member(s) through the Electronic Clearing Service (ECS)/National Electronic Clearing Service (NECS)/National Electronic Fund Transfer (NEFT)/ Real Time Gross Settlement (RTGS)/Direct Credit, etc.

Updating of mandate for receiving dividends directly in a bank account through Electronic Clearing System or any other means in a timely manner:

• Shares held in Physical Form:

Members are requested to send the following documents in original to LIIPL latest by Thursday, September 16, 2021:

• a signed request letter mentioning name, folio number, complete address and following details relating to the bank account in which the dividend is to be received:
• Name and Branch of Bank and Bank Account type;

• Bank Account Number and type allotted by the bank after implementation of Core Banking Solutions;
• 11 digit IFSC Code.
• original cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly;
• self-attested photocopy of the PAN Card; and
• self-attested photocopy of any document (such as Driving License, Election Identity Card, Passport) in support of the address of the Member as registered with the Company.
• Shares held in Dematerialized Form:
• Members may please note that their bank details as furnished by the respective Depositories to the Company will be considered for remittance of dividend as per the applicable regulations of the Depositories, and the Company will not be able to accede to any direct request from such Members for change/ addition/deletion in such bank details. Accordingly, Members holding shares in demat form are requested to update their Electronic Bank Mandate with their respective DPs.
• Further, please note that instructions, if any, already given by the Members in respect of shares held in Physical Form, will not be automatically applicable to the dividend paid on shares held in Dematerialized Form. For Members who are unable to receive dividend directly in their bank accounts due to non-registration of the Electronic Bank Mandate, the Company shall dispatch the dividend warrant/ bankers' cheque/demand draft to such Members by post/courier once the normalcy is restored in view of the outbreak of COVID-19 pandemic.

• f. The format of the Register of Members prescribed by the MCA under the Act requires the Company/STA to record additional details of Members, including their PAN details, e-mail address, bank details for payment of dividend etc. A form for capturing additional details is available on the Company's website http://www.nirlonltd.com (under the Investor section). Members holding shares in Physical Form are requested to submit the filled in form to the Company/ STA in Physical Mode after restoration of normalcy, or in electronic mode as per instructions mentioned in the form. Members holding shares in Dematerialized Form are requested to submit the details to their respective DP only and not to the Company or LIIPL.

• g. Members holding shares in Physical Form, in identical order of names, in more than one folio, are requested to send to the Company or LIIPL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.

• 12. The Company opened the 'Nirlon Limited Unclaimed Suspense Account' as required under Regulation 39 (4) of the SEBI LODR, 2015 as amended, and has transferred 13,415 shares into the said account.

13. Transfer to Investor Education and Protection fund

• a. Pursuant to Sections 124 and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules") notified by the Ministry of Corporate Affairs with effect from September 7, 2016, as amended, all unclaimed/ unpaid dividend, application money, debenture interest and interest on deposits as well as principal amounts of debentures and deposits remaining unpaid or unclaimed for a period of seven (7) years from the date they became due for payment, are required to be transferred to the Investor Education and Protection Fund ("IEPF") administered by the Central Government.
• b. Further, pursuant to Section 124 of the Act read with the IEPF Rules all shares on which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred to the IEPF Authority as notified by the Ministry of Corporate Affairs.
• c. In accordance with the aforesaid IEPF Rules, the Company has sent communication to all such Shareholders whose dividends are lying unpaid/ unclaimed against their name for seven (7) consecutive years and whose shares are due for transfer to the IEPF Authority, and has also published notice(s) in leading newspapers in English and the regional language having a wide circulation. The details of such dividends and shares to be transferred to the IEPF are uploaded on the website of the Company at the following links:
• https://www.nirlonltd.com/pdf/iepf/iepf-1_ fy_2013_14_list.pdf
• https://www.nirlonltd.com/pdf/iepf/iepf-4_ fy_2013_14_list.pdf

d. Due dates of transferring unclaimed and unpaid dividends declared by the Company for the Financial Year 2013-14 and thereafter to the IEPF are as under:

Dividend for the F.Y. Ended	Date of declaration of Dividend	Last date for claiming unpaid/ unencashed Dividend	Proposed period for transfer of unclaimed Dividend to IEPF
March 31, 2014	23/09/2014	06/10/2021	27/10/2021
March 31, 2015	21/09/2015	02/10/2022	23/10/2022
March 31, 2016	20/09/2016	02/10/2023	23/10/2023
March 31, 2017	29/09/2017	05/10/2024	26/10/2024
March 31, 2018	26/09/2018	09/10/2025	30/10/2025
March 31, 2019	3/09/2019	20/09/2026	12/10/2026
March 31, 2020	29/09/2020	16/10/2027	06/11/2027

• e. The Company urges all Members to encash/claim their respective dividend during the prescribed period. Members who have not encashed dividend warrants so far in respect of the aforesaid period(s), are requested to make their claim to LIIPL well in advance of the above due dates.
• f. Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 29, 2020 (date of the previous Annual General Meeting of the Company) on the website of the Company at the following links:
• i. https://www.nirlonltd.com/pdf/nl_iepf2_202101_ file_1.xls
• ii. https://www.nirlonltd.com/pdf/nl_iepf2_202101_ file_2.xls
• iii. https://www.nirlonltd.com/pdf/nl_iepf2_202101_ file_3.xls
• iv. https://www.nirlonltd.com/pdf/nl_iepf2_202101_ file_4.xls

as well as on the website of the Ministry of Corporate Affairs at the link: http://www.iepf.gov.in.

g. Members / Claimants are requested to note that if dividends are not encashed by them, they may contact LIIPL immediately to encash the same. In case dividends are unencashed for a consecutive period of seven (7) years from the date of transfer to the Unpaid Dividend Account of the Company, such amounts are liable to be transferred to the Investor Education and Protection Fund ("IEPF").

Further, the shares in respect of such unclaimed dividends for the seven (7) consecutive years are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members / Claimants are requested to claim their dividends from the Company within the stipulated timeline.

The Company has written individual letters to its Shareholders:

• • by sending letters dated June 28, 2021 to their last known address, whose dividend is unpaid / unencashed for the F.Y. 2013-14 stating that Shareholders should initiate and take prompt action in this regard to claim unpaid / unencashed dividend by submitting the necessary requisite documents to LIIPL latest by Wednesday, October 6, 2021, failing which such unpaid/unencashed dividend amount for the F.Y. 2013-14 will be transferred / credited to the IEPF on Wednesday, October 27, 2021.
• • by sending the letters dated June 28, 2021 to their last known address, stating that shares on which dividend is unpaid / unencashed for the seven (7) consecutive years commencing from the F.Y. 2013- 14 will be transferred to the IEPF. Shareholders are requested to submit the requisite documents and claim their unpaid/unencashed dividends respectively on or before Wednesday, October 6, 2021 failing which such shares will be transferred / credited to the IEPF on Wednesday, October 27, 2021.
• 14. Information and other instructions relating e-mail registration and e-voting are as under:
• a. Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, as amended and under the relevant Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its Members the facility to exercise their right to vote on resolutions proposed to be passed in the 62nd AGM by electronic means. Members may cast their votes using an electronic voting system from a place other than the venue of the Meeting ("remote e-voting").
• b. The Company has appointed LIIPL to provide an e-voting facility to Members to cast their votes on Resolutions as set out in the 62nd AGM Notice.
  • i. Members attending the Meeting who have not cast their vote by remote e-voting shall be able to vote at the VC Meeting.
  • ii. Members who have cast their vote by remote e-voting may also attend the Meeting through VC but shall not be entitled to cast their vote again.

• iii. The Board of Directors of the Company have appointed Mr. Alwyn D'souza, Practising Company Secretary (FCS No.5559 CP No.5137), or failing him Mr. Jay D'souza, Practising Company Secretary (FCS No.3058 CP No.6915) of Alwyn Jay & Co., Company Secretaries, Mumbai, as Scrutinizers to scrutinize the voting at the AGM and remote e-voting for the 62nd AGM to ensure the same is conducted in a fair and transparent manner. Mr. Alwyn D'souza and Mr. Jay D'souza have communicated their willingness to be appointed, and will be available for this purpose.
• iv. Voting rights shall be reckoned on the paidup value of shares registered in the name of the Member / Beneficial Owner (in case of Dematerialized Form) as on the cut-off date, i.e. Wednesday, September 22, 2021.
• v. Only persons whose names are recorded in the Register of Members and in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. Wednesday, September 22, 2021 shall be entitled to avail the facility of remote e-voting.
• vi. However, the 62nd AGM Notice is being sent by e-mail only to those eligible Members who have already registered their e-mail address with Depositories / DP/ Company's STA / Company or who will register their e-mail address with LIIPL on or before 5:00 p.m. (IST) on Tuesday, September 21, 2021.
• vii. To facilitate Members to receive this Notice electronically and cast their vote electronically, the Company has made a special arrangement with LIIPL for registration of e-mail addresses in terms of the MCA Circulars. Eligible Members, who have not submitted their e-mail address to LIIPL, are required to provide their e-mail address to the STA, on or before 5:00 p.m. (IST) on Tuesday, September 21, 2021 pursuant to which any Member may receive on the e-mail address provided by the Member the 62nd Annual Report and the procedure for remote e-voting along with the login ID and password for remote e-voting. The process for registration of an e-mail address is as under:

Registration of e-mail id for Members holding shares in Physical Form:

a. Members of the Company holding shares of the Company in Physical Form, and who have not registered their e-mail addresses may get their e-mail addresses registered with LIIPL by clicking the link: https://linkintime.co.in/emailreg/email_

register.html on their website www. linkintime.co.in at the Investor Services tab by choosing the e-mail / bank registration heading and follow the registration process as guided therein.

b. Members are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number and e-mail id, and also upload the image of their share certificates in PDF or JPEG format (upto 1 MB).

On submission of details by a Member as stated above, an OTP will be received by a Member which needs to be entered in the link for verification.

c. For Permanent Registration of e-mail id for Members holding shares in Dematerialized Form:

It is clarified that for permanent registration of an e-mail address, Members are requested to register their e-mail address, in respect of demat holdings with the respective Depository Participant ("DP") by following the procedure prescribed by the DP.

d. For Temporary Registration of e-mail id for Members holding shares in Dematerialized Form:

Members of the Company holding Equity Shares of the Company in Dematerialized Form, and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with LIIPL by clicking the link:

https://linkintime.co.in/emailreg/email_register. html on their web site www.linkintime.co.in using the Investor Services tab by choosing the e-mail registration heading and following the registration process as guided therein. Members are requested to provide details such as Name, DPID, Client ID/PAN, mobile number and e-mail id.

On submission of details by a Member as stated above, an OTP will be received by a Member which needs to be entered in the link for verification.

• viii. After successful submission of the e-mail address, LIIPL will e-mail a copy of the 62nd Annual Report along with the remote e-voting user ID and password, within 48 hours of successful registration of the e-mail address by the Member. In case of any queries, Members may write to enotices@linkintime.co.in.
• ix. Those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses

validated with their DP / LIIP to enable servicing of notices / documents / Annual Reports and other communications electronically to their e-mail address in future.

15. Remote e-voting Instructions for Members:

• i. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the provisions of Regulation 44 of the Listing Regulations and MCA Circulars, Members are provided with the facility to cast their vote electronically, through the e-voting services provided by LIIPL on all resolutions set forth in this Notice, through remote e-voting.
• ii. It is hereby clarified that it is not mandatory for a Member to vote using the remote e-voting facility.
• iii. The remote e-voting facility will be available during the following period.

Day, date and time of commencement of remote e-voting	From Saturday, September 25, 2021 at 9.00 a.m. (IST)
Day , date and time of end of remote e-voting beyond which remote e-voting will not be allowed	To Tuesday, September 28, 2021 at 5.00 p.m. (IST)

• iv. Remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by LIIPL upon expiry of the aforesaid period.
• v. Once the vote on a Resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.
• vi. Remote e-voting Instructions for Shareholders post change in the Login mechanism for Individual Shareholders holding securities in Dematerialized Mode, pursuant to the SEBI circular dated December 9, 2020.
• a. Pursuant to the SEBI circular dated December 9, 2020 on e-voting facilities provided by Listed Companies, Individual Shareholders holding securities in Dematerialized Mode can their vote through their demat account maintained with Depositories and Depository Participants post June 9, 2021.
• b. Shareholders are advised to update their mobile number and e-mail id in their demat accounts to access the e- voting facility.

c. Login method for Individual Shareholders holding securities in Demat Mode / Physical Mode is given below:

Type of Shareholders	Login Method
Individual Shareholders holding securities in Dematerialized Mode, with NSDL	• If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under the 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password.
	• After successful authentication, you will be able to see e-voting services. Click on "Access to e-voting" under e-voting services and you will be able to see the e-voting page. Click on "company name" or e-voting service provider name and you will be re-directed to the e-voting service provider website for casting your vote during the remote e-voting period or joining the virtual meeting & voting during the meeting. • If the user is not registered for IDeAS e-Services, the option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS" Portal or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp • Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com either on a Personal Computer or on a mobile. Once the home page of the e-voting system is launched, click on the icon "Login" which is available under the 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to the NSDL Depository site wherein you can see the e-voting page. Click on the company name or e-voting service provider name and you will be redirected to the e-voting service provider website for casting your vote during the remote e-voting period or joining the virtual meeting & voting during the meeting.

Individual Shareholders holding securities in Dematerialized Mode, with CDSL	• Existing users of CDSL who have opted for Easi / Easiest, can login through their user id and password. An option will be made available to reach the e-voting page without any further authentication. The URL for users to login to Easi / Easiest are https:// web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on "New System Myeasi". • After successful login of Easi / Easiest the user will be also able to see the e-voting Menu. The Menu will have links of the e-voting service provider i.e. NSDL, KARVY, LINK INTIME, CDSL. Click on the e-voting service provider name to cast your vote. • If the user is not registered for Easi/Easiest, an option to register is available at https:// web.cdslindia.com/myeasi./Registration/ EasiRegistration • Alternatively, the user can directly access the e-voting page by providing the demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending an OTP on the registered Mobile & E-mail as recorded in the demat Account. After successful authentication, the user will be provided links for the respective ESP where the e-voting is in progress.	Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable. C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format) D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company. • Shareholders/ Members holding shares in physical form but who have not recorded 'C' and 'D', shall provide their Folio number in 'D' above  Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#\$&*), at least one numeral, at least one alphabet and at least one capital letter).  Click "Confirm" (Your password is now generated). 2. Click on "Login" under "SHARE HOLDER" tab. 3. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on "Submit". 4. After successful login, you will be able to see the notification for e-voting. Select the "View" icon.
Individual Shareholders holding securities in Dematerialized Mode, & login through their Depository Participants	• You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for the e-voting facility. • Once logged in, you will be able to see the e-voting option. Once you click on the e-voting option, you will be redirected to the NSDL/CDSL Depository site after successful authentication, wherein you can see the e-voting feature. Click on "the company name" or the e-voting service provider name and you will be redirected to the e-voting service provider website for casting your vote during the remote e-voting period or joining the virtual meeting & voting	5. E-voting page will appear. 6. Refer to the Resolution description and cast your vote by selecting your desired option "Favour / Against" (If you wish to view the entire Resolution details, click on the "View Resolution" file link). 7. After selecting the desired option i.e. Favour / Against, click on "Submit". A confirmation box will be displayed. If you wish to confirm your vote, click on "Yes", else to change your vote, click on "No" and accordingly modify your vote. Institutional Shareholders:
Individual Shareholders holding securities in Physical Mode & e-voting service provider is LINKINTIME/ LIIPL	during the meeting. 1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in  Click on "Sign Up" under "SHAREHOLDER" tab and register with your following details: A. User ID: Shareholders/ Members holding shares in Physical Form shall provide Event No. + Folio Number registered with the Company. B. PAN: Enter your 10 digit Permanent Account Number (PAN) (Members who have not updated their PAN with the	Institutional Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime. co.in and register themselves as "Custodian / Mutual Fund / Corporate Body". They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the "Custodian / Mutual Fund / Corporate Body" login for the Scrutinizer to verify the same.

• d. Individual Shareholders holding securities in Physical Mode & e-voting service provider is LIIPL who have forgotten their password:
• Click on "Login" under "SHARE HOLDER" tab and further Click 'forgot password?'
• Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on "Submit".
• In case Shareholder/ Member has a valid e-mail id, the password will be sent to his / her registered e-mail address.
• Shareholders/Members can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.
• The password should contain minimum 8 characters, at least one special character (@!#\$&*), at least one numeral, at least one alphabet and at least one capital letter.
• e. Individual Shareholders holding securities in Dematerialized Mode with NSDL/ CDSL who have forgotten their password:
• Shareholders/ Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at the above mentioned depository / depository participants website.
• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• For Shareholders/ Members holding shares in Physical Form, the details can be used only for voting on the resolutions contained in this Notice.
• During the voting period, Shareholders/ Members can login any number of times till they have voted on the resolution(s) for a particular "Event".
• f. Helpdesk for Individual Shareholders holding securities in Dematerialized Mode:

In case Shareholders/ Members holding securities in Dematerialized Mode have any technical issues related to login through Depository i.e. NSDL/ CDSL, they may contact the respective helpdesks given below:

Login type	Helpdesk details
Individual Shareholders holding securities in Dematerialized Mode with NSDL	Members facing any technical issue in logging in can contact the NSDL helpdesk by sending a request at evoting@nsdl. co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in Dematerialized Mode with CDSL	Members facing any technical issue in logging can contact CDSL helpdesk by sending a request at helpdesk. evoting@cdslindia.com or contact at 022- 23058738 or 22-23058542-43.

g. Helpdesk for Individual Shareholders holding Securities in physical mode/ Institutional Shareholders & whose evoting service provider is LINKINTIME / LIIPL

In case Shareholders/ Members holding securities in Physical Mode/ Institutional Shareholders have any queries regarding e- voting, they may refer the Frequently Asked Questions ("FAQs") and the InstaVote e-Voting manual available at https:// instavote.linkintime.co.in, under the "Help" section, or send an e-mail to enotices@linkintime.co.in, or contact them on: Tel: 022 – 4918 6000.

• 16. Information and other instructions relating to attending the 62nd AGM of the Company through Video Conferencing (VC) through InstaMeet are as under:
• i. Due to the Covid 19 pandemic, the MCA and SEBI have permitted the holding of the Annual General Meeting ("AGM") through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), without the physical presence of Members at a common venue.
• ii. The Company has appointed LIIPL to provide a Video Conferencing facility through their "InstaMeet" for Members to attend the 62nd AGM.
• iii. Process and manner for attending the 62nd Annual General Meeting of Nirlon Limited through InstaMeet, a platform provided by LIIPL:

Open the internet browser and launch the URL: https:// instameet.linkintime.co.in

• Select the "Company" and "Event Date" and register with your following details:
• A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No.
• Shareholders/ members holding shares in CDSL Demat Accounts shall provide the 16 Digit Beneficiary ID.
• Shareholders/ Members holding shares in NSDL Demat Accounts shall provide the 8 Character DP ID followed by the 8 Digit Client ID.
• Shareholders/ Members holding shares in Physical Form shall provide Folio Number registered with the Company.
• B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
• C. Mobile No.: Enter your mobile number.
• D. Email ID: Enter your e- mail id, as recorded with your DP/Company.
• Click "Go to Meeting" (You are now registered for InstaMeet and your attendance is marked for the meeting).

Please refer to the instructions (annexure) for software requirements and kindly ensure to install the same on the device which will be used to attend the meeting. Please read the instructions carefully and participate in the meeting. You may also call upon the InstaMeet Support Desk for any support on the dedicated number provided to you on the instruction/ InstaMEET website.

• iv. Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:
• a. Shareholders who would like to speak during the meeting must register their request 3 days in advance with the company on the specific e-mail id nirlonagm@linkintime.co.in created for the general meeting.
• b. Shareholders will get confirmation on a first come first serve basis depending upon the provision made by the client.
• c. Shareholders will receive a "Speaking Serial Number" once they mark attendance for the meeting.

• d. Other Shareholders may ask questions to the panelists, via an active chat-board during the meeting.

• e. Please remember your speaking serial number and start your conversation with the panelists by switching on the video mode and audio of your device.

• f. Shareholders are requested to speak only when the moderator of the meeting/ management will announce the name and serial number for speaking.
• v. Instructions for Shareholders/ Members to Vote during the 62nd Annual General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer/ moderator during the meeting, Shareholders/ Members who have not exercised their vote through remote e-voting can cast their vote as under:

• a. On the Shareholders VC page, click on the link for e-voting "Cast your vote".
• b. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered e-mail Id) received during registration for InstaMEET and click on "Submit".
• c. After successful login, you will see "Resolution Description" and against the same the option "Favour/ Against" for voting.
• d. Cast your vote by selecting appropriate option i.e. "Favour/Against" as desired. Enter the number of shares (which represents no. of votes) as on the cutoff date under "Favour/Against".
• e. After selecting the appropriate option i.e. "Favour/ Against" as desired and you have decided to vote, click on "Save". A confirmation box will be displayed. If you wish to confirm your vote, click on "Confirm", else to change your vote, click on "Back" and accordingly modify your vote.
• f. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Notes:

• Shareholders / Members, who will be present in the 62ndAnnual General Meeting through the InstaMeet facility and have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting facility during the meeting. Shareholders / Members who have voted through remote e-voting prior to the 62nd Annual General Meeting will be eligible to attend / participate in the 62nd Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.
• Shareholders / Members are encouraged to join the Meeting through Tablets / Laptops connected through broadband for better experience. Shareholders/ Members are required to use Internet with a good speed

(preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

• Shareholders / Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use a stable Wi-FI or LAN connection to mitigate any kind of the aforesaid glitches.

• In case Shareholders / Members have any queries regarding login / e-voting, they may send an e-mail to instameet@linkintime.co.in, or contact: Tel: 022- 49186175.

Annexure

Guidelines to attend the 62nd AGM proceedings through the InstaMEET

For a smooth experience of viewing the AGM proceedings through InstaMEET, Shareholders/Members who are registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as under:

a. Please download and install the Webex application by clicking on the link https://www.webex.com/downloads.html

OR

Step 1	Enter your First Name, Last Name and
	Email ID and click on "Join Now"
1 (A)	If you have already installed the Webex
	application on your device, join the meeting
	by clicking on "Join Now"
1 (B)	If the Webex application is not installed, a
	new page will appear giving you an option
	to either add Webex to Chrome, or Run a
	temporary application.
	Click on Run a temporary application, and
	an exe file will be downloaded. Click on this
	exe file to run the application and join the
	meeting by clicking on "Join Now"

b. If you do not want to download and install the Webex application, you may join the meeting by following the process mentioned as under:

abalic cisco Webex
Event Information:	S English : Mumbai Time
Event status:	Join Event Now
Date and time:
	You cannot join the event now because it has not started.
Duration:	First name: Mention your First
Description:	Last name: name, Last name and
	email address Email address:
	Event password: 11111
By joining this event, you are accepting the Cisco Webex Terms of Service and Privacy Statement.
	-Join by browser NEW!
$\overline{\phantom{a}}$	If you are the host, start your event.

• 17. The Chairman shall, at the end of discussion on the resolutions on which voting is to be held, allow voting by use of the remote e-voting system for all those Members who are present during the 62nd AGM through VC/OAVM, but have not cast their votes by availing the remote e-voting facility. The remote e-voting module during the 62nd AGM shall be disabled by LIIPL for voting 15 minutes after the conclusion of the Meeting.

• 18. A report thereon will be prepared in accordance with Section 109 of the Companies Act, 2013 read with the relevant rules. E-voting voting done at the 62nd AGM, taken together with the votes cast through remote e-voting shall be counted for passing of the respective resolution/s.

• 19. The Scrutinizer shall, after the conclusion of voting at the 62nd AGM, first count the votes cast during the AGM, and thereafter unblock the votes cast through remote e-voting and shall make, not later than 48 hours from the conclusion of the 62nd AGM, a Consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, for the Chairman, or the Company Secretary, who shall countersign the same and declare the result of the voting forthwith.

• 20. The Results declared, along with the Scrutinizer's Report, shall be placed on the Company's website http://www. nirlonltd.com and on the website of https://instavote. linkintime.co.in, immediately after the declaration of the result by the Chairman, or the Company Secretary authorised by him. The results shall also be immediately forwarded to the BSE Ltd.
• 21. Subject to receipt of the requisite number of votes, the Resolutions shall be deemed to have been passed on the day and date of the Meeting, i.e. Wednesday, September 29, 2021.
• 22. Information relating to Directors seeking reappointment and appointment at the 62nd AGM is as follows:
• i. Mr. Kunal V. Sagar (DIN 00388877) (Promoter & NED), aged 53 years (DOB 06-04-1968), graduated with a B.A. in Economics.

Mr. Kunal V. Sagar has been occupying the office of Director since December 1995. Subsequently, Members at their AGM held on September 24, 1997 confirmed the appointment of Mr. Kunal V. Sagar as joint Executive Vice Chairman of the Company, not liable to retire by rotation. Mr. Kunal V. Sagar resigned from the office of Executive Vice Chairman on September 25, 2015 and continues to hold the position of Promoter and Director of the Company.

Prior to joining Nirlon Limited, Mr. Kunal V. Sagar worked with the Republic National Bank of New York in the United States from 1990 to 1994.

He is the brother of Mr. Rahul V. Sagar, one of the Directors of the Company.

He attended (6) Board Meetings during the F.Y. 2020-21.

Mr. Sagar is a member of the Corporate Social Responsibility, Risk Management and POSH Committees of the Company.

He holds 13,29,750 equity shares in the Company.

He has confirmed that he is not disqualified to act as a Director of the Company.

ii. Mr. Sridhar Srinivasan (DIN 07240718), aged 61 years, graduated from Delhi University and is also a Chartered Accountant.

Mr. Srinivasan is a financial services expert with nearly 37 years of experience at Citigroup across Asia, Africa and Europe. During this period he built, grew and transformed businesses, holding key country and regional executive positions including CEO for three countries, Corporate Bank Head for India, Transaction Services Head for Africa and Bank Services Group Head for Central, Eastern Europe, Middle East and Africa. After his time with Citi, he joined Oliver Wyman as Partner and India Head, and is currently a senior advisor at this leading global management consulting firm. With strong personal integrity, passion, and relationship skills, he has built several winning teams comprising people from diverse cultural and professional backgrounds. He is now an established non-executive board director/ advisor with companies ranging from start-ups to the largest corporations in India. His deep experience and track record helps him to work with CEOs and boards in areas such as management strategy, business transformation, governance, shareholder interests, risk, and regulatory compliance. He is also an active angel investor and mentor for early stage start-ups.

Mr. Srinivasan is not related to any Promoter / Director / KMP of the Company, and has confirmed that he meets with the criteria for an Independent Director as required, and is not dis-qualified to act a Director of the Company.

Mr. Srinivasan was appointed as an additional Non- Executive Independent Director effective from September 29, 2020.

He attended three (3) Board Meetings during the F.Y. 2020-2021.

Mr. Srinivasan and his immediate relatives do not hold any equity shares in Nirlon Limited.

Mr. Srinivasan also serves on the Boards of various Public companies:

Sr. no.	Name of the Company	Chairman of the Committee	Member of the Committee	Nature of Directorships
1.	Oracle Financial Services Software Limited	1. Risk Management	1. Audit, 2. Stakeholders Relationship, 3. Nomination and Remuneration, and 4. ESOP Allotment,	Non – Executive Independent Director
2.	Bank of Baroda	1. Audit, 2. Stakeholders Relationship, and 3. Information Technology Strategy	1. Risk Management, 2. Nomination and Remuneration, 3. Customer Service, 4. Committee on high value frauds, 5. Strategic Advisory committee of the Board on HR, 6. Review Committee on willful Defaulters, and 7. Committee to consider appeals in respect of Disciplinary cases of Top Management Executives in Grades/ Scale VII & VIII	Non – Executive Independent Director
3.	Nirlon Limited	1. Corporate Social Responsibility	1. Stakeholders Relationship, 2. Nomination and Remuneration, 3. Audit, and 4. Independent Directors'	Non – Executive Independent Director

The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("the Act"), sets out all material facts relating to the business mentioned at Item Nos. 4 to 6 of the accompanying 62nd AGM Notice dated August 13, 2021

Item No. 4: Appointment of Mr. Sridhar Srinivasan (DIN 07240718), aged 61 years, as a Non- Executive Independent Director of the Company w.e.f. September 29, 2020

Section I – Background

The terms of Mr. Moosa Raza and Mr. Arjan Gurbuxani, Independent Directors, expired on September 30, 2020 since they had each respectively completed their second term.

In this context, the Company's Board was re-constituted on September 29, 2020 in order to have atleast six (6) Directors effective from October 1, 2020 i.e. three (3) Non- Executive Independent Directors, two (2) Promoter Directors, and one(1) Nominee Director of Reco Berry Pvt. Ltd., Promoter of the Company.

At the Board meeting held on September 29, 2020, Mr. Sridhar Srinivasan provided a declaration that he is qualified to act as a Director of the Company, and is also meeting the criteria to act as an Independent Director as laid down under the Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and Disclosure Requirements), 2015 (SEBI LODR) as amended to date.

Mr. Srinivasan has expressed his desire and willingness to be appointed as a Non - Executive Independent Director for a term of five (5) years from September 29, 2020.

In the opinion of the Board, Mr. Srinivasan fulfils the conditions for appointment as a Non- Executive Independent Director as specified in the Act and the SEBI LODR. Mr. Srinivasan is also independent of the Company's Management.

Accordingly, at the meeting held on September 29, 2020, the Board appointed Mr. Srinivasan as an additional Non - Executive Independent Director subject to ratification by Members of the Company at their General Body Meeting.

Section II – Statutory Provisions under the Act and the SEBI LODR (amended, effective from April 1, 2019)

1. Sections 149, 152 and 161 of the Act lay down, inter alia, as under:

Every listed public company shall have at least one third of the total number of Directors as Independent Directors, who are not liable to retire by rotation and shall have at least one (1) woman Director;

1. An Independent Director shall hold office for a term up to five (5) years on the Board of a company and shall also be eligible for re-appointment for another term of (5) years (not to exceed ten (10) years in aggregate) by passing of a special resolution as required under the Act and SEBI LODR by the Company and disclosure of such appointment in the Board's Report.

2. Regulations 16, 17 and 25 of the SEBI LODR, inter alia, stipulate conditions for appointment of Independent Directors by a listed company.

The Board of Directors of a listed entity shall have a minimum of six (6) Directors with an optimum combination of Executive and Non-Executive Directors with at least one (1) woman Director, and not less than fifty (50) percent of the Board of Directors shall comprise of Non-Executive Directors.

• 1. Where the Chairperson of the Board of Directors is a Non- Executive Director, at least one-third of the Board of Directors shall comprise of Independent Directors and where the listed entity does not have a regular Non- Executive chairperson, at least half of the Board of Directors shall comprise of Independent Directors;
• 1. A person shall not serve as an Independent Director in more than seven (7) listed entities;

The tenure of an Independent Director, with the proposed appointment, shall be in accordance with the Act, and rules made thereunder and SEBI LODR, in this regard.

Section III – Recommendation & Justification

In the opinion of the Board, Mr. Srinivasan fulfils the conditions for appointment as an independent Director as prescribed in the Act and the SEBI LODR.

The Directors placed on record that the appointment of Mr. Srinivasan will bring significant contributions as well as valuable advice and guidance in steering the Company towards sustainable growth and greater profitability.

It is proposed that is in the best interests of the Company to appoint Mr. Srinivasan as a Non- Executive Independent Director under the Act and SEBI LODR to hold office for a term of five (5) years effective from September 29, 2020 as per the Act.

The Company has received an individual notice in writing under Section 160 of the Act, proposing the candidature of Mr. Srinivasan for the office of a Director of the Company.

A brief resume of Mr. Srinivasan containing the nature of his expertise in specific functional areas, names of companies in which he holds Chairmanships, Directorships and Memberships of Board / Committees, shareholding, and relationship with the other Directors as stipulated under the SEBI LODR, are provided in the Note no. 22(ii) of the 62ndAGM Notice.

A copy of draft letter for the proposed appointment of Mr. Srinivasan as an Independent Director, setting out the terms and conditions of his appointment, is available for inspection by any Member of the Company.

None of the other Directors / key managerial personnel of the Company / their relatives are in anyway concerned or interested, financially or otherwise, in this resolution save and except to the extent of their respective shareholding, if any.

The Board recommends the Ordinary Resolution set out at Item No. 4 of this Notice for approval by Members by way of an Ordinary Resolution under the Act and as well as under the SEBI LODR.

Item No. 5: Ratification of Remuneration payable to the Cost Auditor

The Board, on recommendation of the Audit Committee, has approved the appointment and remuneration of Vinay Mulay & Co., Mumbai, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2022.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors, is required to be ratified by Members of the Company at their Meeting.

Accordingly, consent of Members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditor for the financial year ending March 31, 2022.

None of the Directors / Key Managerial Personnel / their relatives is in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by Members of the Company by way of an Ordinary Resolution.

Item No. 6: Approval for the proposed Related Party Transaction

In terms of the approval of the Members of the Company granted at their 61st AGM held on September 29, 2020, the Company has entered into a Management Services Agreement dated September 30, 2020 ("MSA") with Nirlon Management Services Private Limited ("NMSPL"), being a related party of the Company as such term is defined under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). In terms of the MSA, NMSPL has been providing lease management, property management, marketing, project management and general management services to the Company.

As per the Company's registered Agreement to License with J.P. Morgan Services India Pvt. Ltd. ("JPM") to license the entire approximately 1.16 million sq. feet of chargeable area in Phase 5, the Company is required to make additions and alterations to its base building project as per the requirements of JPM ("Additional JPM Work"), at the cost of JPM.

As the Phase 5 building belongs to the Company and is being built as per its design and specifications, JPM and the Company have agreed that this Additional JPM Work should be carried out by the Company and not by JPM. Therefore, in consultation with JPM, the Company made suitable changes to the project schedule and sequence to accommodate this requirement of JPM.

The Company and JPM have agreed to the compensation payable to the Company by JPM for carrying out this Additional JPM Work. The compensation payable is in line with prevalent market rates for comparable work.

Since NMSPL is already providing Project Management services for Phase 5 and the Additional JPM Work required by JPM is being undertaken as part of Phase 5 work, operationally and commercially it would be prudent for NL to outsource the Additional JPM Work to NMSPL as well. NMSPL's familiarity with the base building will help in the timely and sequential planning and execution of the Additional JPM Work.

In terms of Clause 5.1.7 of the MSA, NMSPL can provide additional services to the Company on terms and conditions including fees to be agreed between the Company and NMSPL.

Accordingly, at the request of the Company, NMSPL has agreed to carry out the Additional JPM Work in terms of the MSA. For the convenience of the Members, please find below some of the salient terms/ features of the proposed Letter Agreement for Additional JPM Work for ease of reference:

Salient features of the proposed Letter Agreement for Additional JPM Work are as follows:

The above works are primarily in the nature of customized upgrades to the base building specification to suit the licensee. These include providing HT transformers, DG infrastructure including the exhaust to suit JPM requirements, customization in the washrooms, some infrastructure on the façade for JPM signage etc.

The Technical details and indicative scope of work are given below :

ADDITIONAL WORK ESTIMATE FOR JPM

			All Amount (in ` Crore )
Sr. No.	Packages	Budget of ATL	Project Management Fees @ 8%
1.	Electrical:
i	High Side Electrical SLD of Licensee Panels, Transformers etc.	17.88	1.43
	DG sync panel Additional DG Set	8.80	0.70
	New DG, Changes in cabling, bus duct, etc.
ii	Panel Modification
	Battery, card, etc.
iii	HSD Yard Capacity 30 KLD x 2 vs 15KLD x 2	1.40	0.11
iv	Base Build Alterations by LL: DG exhaust stacks	0.90	0.07
2.	HVAC:
i	AHU, HRW	8.60	0.69
ii	Resiliency in chilled and condenser, Chillers	6.78	0.54
iii	Cooling Tower & Pump Sets - supply
iv	Electrical Panel for cooling tower & pumps
v	Cooling Tower & Pump Sets - installation
vi	Piping / valves - BOQ item, new items and qty. deletion
vii	Old Piping/valves deletion
viii	New item Piping / valves addition
ix	Rework
x	HVAC Related electrical works
3.	Façade:
i	Connecting Bridge - corridor additional unitized panels	0.65	0.05
ii	PMU laboratory test	0.35	0.03
	Under Base Build Interventions – Base build Changes
iii	B 10 - L4 Corridor, Corridor to be enclosed in café space	0.10	0.01
iv	Additional door on west side glazing	0.03	0.00
v	Refuge area glass partitions and relocation of doors	0.06	0.00
4.	High rise elevator to stop on level 4 & 5:	1.41	0.11
i	Elevator
ii	Interior
iii	Electrical
iv	HVAC
v	FF
vi	Lighting
vi	BMS
5.	Wash room modification , Handicap toilet Fixtures and Additional power points in toilets:	1.73	0.14
i	Interior/fixtures
ii	Electrical

iii	Others
6.	External Signage (Brackets):	0.75	0.06
7.	ADA compliance	TBC
8.	B9 Toilet Block - Entrance to be changed	0.23	0.02
9.	Wet & Dry Garbage store	TBC
10.	Level 15 - Common area outside lift lobby	TBC
11.	Drawings to authorities /amendment	1.25	0.10
12.	Sizing of Sprinkler Piping	0.88	0.07
13.	Access Control & CCTV system	0.37	0.03
14.	Café at Level 4&5	0.22	0.02
15.	Consultant charges for :
i	HVAC and Electrical works	0.30	0.02
ii	MEP -Third Party Commissioning	0.25	0.02
iii	Architect/IBMS/PHE/FF	0.35	0.03
iv	Façade Work Consultant	0.13	0.01
	Base Build Alterations by LL
16.	Converting Shower into WC in B9	0.60	0.05
i	Interiors
ii	HVAC
iii	PHE
iv	Civil
v vi	Toilet accessories Electrical
vii	Reinforcement scanning
	(Intervention) Building B11 - washroom, basement, 8th floor, 2nd, 7th
17.	floor and 4th floor transport desk and Cold storage in B1	3.81	0.30
i	Interior / Civil
	Civil
ii	PHE
iii	Electrical
iv	Sanitary fixtures
v	HVAC
vi	IBMS
18.	FSI & Amendment fees	1.16	0.09
19.	Stack Parking cost details:
i	Mechanical Car Stacks ( 35 nos. @ USD 1170 per car park)	0.28	0.02
ii	Slab Strengthening for stack parking ( 10043 Sq.Ft.@ USD 10 per sq.ft.)	0.70	0.06
	GROSS TOTAL	59.97	4.80

The fees agreed to be paid to NMSPL under the Letter Agreement for Additional JPM Work are in consonance with current industry rates and practices.

The proposed Letter Agreement for Additional JPM Work is expected to be beneficial to the Company and is in keeping with industry practices.

The proposed related party transaction is on an 'Arms Length Basis'.

Consequently, the Audit Committee and the Board of Directors of the Company at their respective meetings held on June 24, 2021, have approved, in terms of Section 177 (4) (iv) of the Companies Act, 2013 and Regulation 23 (2) of the SEBI LODR and Section 188 (1) (d) of the Companies Act, 2013 respectively, the entering into of the Letter Agreement for Additional JPM Work and the transaction/s contemplated therein by the Company.

Since Mr. Kunal Sagar and Mr. Rahul Sagar ("Sagar Brothers") are Directors and Members of the Company and also directors and members of NMSPL, NMSPL would constitute a related party of the Company in terms of Section 2 (76) (iv) of the Companies Act, 2013. Further, Reco Berry Private Limited, a company incorporated in Singapore, the Sagar Brothers, Alfano Pte Limited and Deltron Pte Limited (collectively referred to as the "Promoters") and persons acting in concert with the Promoters, being related parties in terms of Regulation 2 (1) (zb) of the SEBI LODR, shall not vote to approve these resolutions in accordance with Regulations 23 (4) and 23 (7) of the SEBI LODR.

Approval of Members is being hereby sought by way of an Ordinary Resolution for the aforementioned agreements and transactions pursuant to Section 188 (1) of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI LODR.

Save and except as stated above, none of the Directors/ Key Managerial Personnel / their relatives is any way, concerned or interested, financially, or otherwise, in the resolution set out at Item No. 6 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by Members of the Company by way of an Ordinary Resolution.

By Order of the Board of Directors, For Nirlon Limited

sd/- Jasmin K. Bhavsar Company Secretary, Vice President (Legal) & Compliance Officer FCS 4178

Mumbai, August 13, 2021

Registered Office:

Nirlon Limited, Pahadi Village, Off the Western Express Highway, Goregaon (East), Mumbai 400 063. Tele : +91 (022) 49186000 Fax : +91 (022) 49186060 CIN no. : U67190MH1999PTC118368 E-mail id : rnt.helpdesk@linkintime.co.in Website : www.linkintime.co.in

DIRECTORS' REPORT

Your Directors present their 62nd Annual Report along with the Audited Financial Accounts for the Financial Year ("F.Y.") ended March 31, 2021.

1. *Financial Performance

The Company's Financial Performance for the F.Y. ended March 31, 2021 is summarized below:

		(` in Crore)
Particulars	2020-2021	2019-2020
Gross Income from	319.37	310.99
Operations
Gross Profit	239.64	231.86
Interest Paid	14.03	32.12
Cash Profit	225.61	199.74
Depreciation	48.70	53.25
Net Profit for the Year	176.91	146.49
before Tax:
Current tax	33.04	27.73
Deferred tax	16.47	6.29
Income tax adjustments	-	2.99
for the earlier years
Net Profit for the Year	127.40	109.48
after tax
Proposed dividend on	72.09	6.76
Equity shares
Tax on Dividend	-	-

*The Statement of Standalone Financial Results has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.

Your Company has been ranked by the BSE Limited at Sr. No. 534 (previous year F.Y. 2019-20 at sr. no. 398) out of the top 1,000 listed companies based on Market Capitalization as on March 31, 2021.

2. Financial Operations (Summary)

• i. Gross Income from Operations for the F.Y. 2020- 2021 was **319.37 Crore** as against310.99 Crore for the F.Y. 2019-20.
• ii. Gross Profit for the F.Y. 2020-2021 was **239.64 Crore** as against231.86 Crore for the F.Y. 2019- 20.
• iii. Cash Profit for the F.Y. 2020-2021 was **225.61** Crore as against199.74 Crore for the F.Y. 2019- 20.

iv. Net Profit for the F.Y. 2020-2021 (after taxes) was **127.40 Crore** as against a profit of109.48 Crore for the F.Y. 2019-20.

Please Note:

During the F.Y. ended March 31, 2021, pursuant to the amendment in Ind AS-23 "Borrowing Cost", the Company has considered the specific borrowings obtained for completed phases as a part of general borrowings. Accordingly, the finance cost amounting to `49.45 Crore for the F.Y 2020-21 related to such borrowings has been capitalized as a part of Capital Work In Progress. This has resulted in an increase in profit.

3. The Company's Business Activity

The Company is in the business of development and managing an Industrial Park, and during the Year under review, there is no change in the business activity of the Company.

4. Material Changes affecting the Financial position of the Company

There is no material change and commitment affecting the financial position of the Company which has occurred during the F.Y. 2020-21, or from then on till the date of this Report.

5. Reserves

The Board of Directors do not propose to transfer any amount to the General Reserve account in the Balance Sheet for the F.Y. 2020-2021.

6. Dividend

For the Year under review, the Board of Directors recommend a dividend of 8.00 per equity share of10/ each (@ 80%) amounting to `72.09 Crore, subject to the approval of Members of the Company at their 62nd AGM.

Dividend will be paid to Members whose names appear in the Register of Members as on Thursday, September 16, 2021 (the Record Date).

In respect of shares held in Dematerialized Form, dividend will be paid to Members whose names are furnished by the National Securities Depository Limited ("NSDL") and the Central Depository Services (India) Limited ("CDSL"), as Beneficial Owners as on the Record Date.

7. Covid 19 Impact, Industrial Park Operations at Goregaon (East), Mumbai, India & Future Outlook

The prolonged Covid 19 Pandemic has resulted in continued uncertainty for the global economy during the F.Y. 2020-21. The Company continues to make every

effort to anticipate and mitigate the potential impacts to its business from the pandemic based on available data. However, the final impact cannot be ascertained or quantified at the present time.

The Company will continue to update developments quarterly, through its Financial Statements, Investor and Earnings Presentations and other filings with the BSE Ltd. and on its website, as well as through its quarterly earnings calls.

Development and Management of the Industrial Park / Information Technology (IT) Park, i.e. Nirlon Knowledge Park ("NKP") - Goregaon (East), Mumbai

Nirlon Ltd. is the owner of NKP, an approx. 23 acre campus in Goregaon (East), Mumbai. NKP is an Industrial Park as per the Consolidated Foreign Direct Investment ("FDI") Policy of the Government of India ("GOI"), and is an IT Park under the Government of Maharashtra's ("GOM") Policy. The current FDI Policy of the GOI permits 100% FDI in Industrial Parks.

i. Construction, Delivery of Licensed Premises, and License Fee Commencement

The planning for the development of NKP in phases began in 2006 and construction in April / May 2007. Currently, four (4) phases of development have been completed, with the Phase 5 development (redevelopment of Phase 0) also receiving its Occupation Certificate (OC) on June 18, 2021, with final handover work currently in progress.

Phases 1, 2, 3 and 4

A total of approx. 29.90 lakh sq. ft. area has been constructed in Phases 1, 2, 3 and 4 corresponding to approx. 18.78 lakh sq. ft. of licensable area. License fees for Phases 1, 2, 3 and 4 continue to be received by the Company as contracted.

Please Note: The total constructed area of approx. 29.90 lakh sq.ft. for Phases 1, 2, 3 and 4 includes two (2) levels of basements in Phases 1, 2 and 3 and one (1) level of basement, the ground floor (part), mezzanine and four upper levels of parking in Phase 4, as well as a ten (10) floor (G+9) multi level car parking ("MLCP") (which also has two (2) basements) housing utilities, i.e. generators, chillers, water tanks, electrical infrastructure etc. for Phases 1 and 2, in addition to visitor and occupant parking.

Phase 5 (re-development of Phase 0):

The Phase 5 development continued to progress satisfactorily during the F.Y. 2002-21 despite the great difficulties posed by the pandemic. The OC for Phase 5 was received on June 18 2021, a significant milestone for the Company. As on date, the Company is working with its prospective Licensee, J.P. Morgan Services India Pvt. Ltd. ("JPM"), so that JPM can take Handover of the same. Subject to Covid 19 and / or monsoon related delays, Handover is estimated in the October-December 2021 quarter.

Phase 5 is also expected to be completed within budget (approx.).

Further particulars are provided in Annexure 7 to this Report, i.e. Management Discussion Analysis.

ii. License Fees

During the Year under review, gross license fees aggregated approx. `275.25 Crore (as per Ind AS).

iii. Marketing

Phases 1, 2, 3 and 4 of NKP continue to be approx. 92 % licensed (as on June 30, 2021) to reputed international and Indian corporates.

The Company has always made a specific effort to license its development to well regarded Corporates, and the campus remains operational and functional in all respects.

The Company has signed an Agreement to License ("ATL") with JPM for 11,59,442.99 sq.ft. of licensed area in the ongoing Phase 5 (re-development of Phase 0) development. Licensee Fees from Phase 5 are contracted to begin 5 months from Handover of the premises to JPM. As mentioned earlier in this Report, Handover is estimated to take place in the October-December 2021 quarter, subject to Covid 19 and / or monsoon related delays.

iv. Financing

The Company's debt funding to date continues to be provided by HDFC Limited.

At the request of the Company, HDFC Limited has granted a moratorium on payment of their principal securitized loan amounts effective from May 15, 2017, whereby the Company is required to repay only the interest amount on these outstanding securitized loans till June 2022. This principal moratorium has resulted in incremental cash flows being available to the Company to finance a large part of the Phase 5 (re-development of Phase 0) construction from its internal accruals.

The outstanding loan amounts as on March 31, 2021 aggregate `979.86 Crore (as per IGAAP). The Company is presently paying a rate of interest @ 8.00 % p.a. to HDFC Limited (a reduction of 1.35 % p.a. as compared to rate of interest as on March 31, 2020).

The Company's business plan continues to be to retain ownership of the NKP development, and offer office space on a leave and license basis only.

8. Nirlon House

The Company continues to co-own 75% undivided interest in approx. 45,475 sq.ft. of area in the Nirlon House building in a prime location on Dr. A. B. Road, Worli in Central Mumbai.

• 9. A. Execution of New Management Services Agreement with Nirlon Management Services Pvt. Ltd. w.e.f. October 1, 2020 to March 31, 2024
• i. Reco Berry Private Limited ("Reco") of Singapore, an affiliate of GIC, the Sovereign Wealth Fund of Singapore and Mr. Kunal V. Sagar, Mr. Rahul V. Sagar, Alfano Pte Limited and Deltron Pte Limited ("Promoters") had entered into Share Purchase and Shareholders Agreements dated December 23, 2014, pursuant to which Nirlon Management Services Pvt. Ltd. ("NMSPL") was incorporated under the provisions of the Companies Act, 2013 effective from October 7, 2015;
• ii. The Members' of the Company by way of an Ordinary Resolution passed at their 57th AGM held on September 20, 2016 approved interalia execution of Management Services Agreement ("MSA") with NMPSL w.e.f. October 1, 2016 to September 30, 2020.
• iii. Thereafter, the Members' of the Company by way of an Ordinary Resolution passed at their 61st AGM held on September 29, 2020 approved interalia execution of a New Management Services Agreement with NMPSL w.e.f. October 1, 2020 to March 31, 2024.

Please Note: All interested parties abstained from the voting on the above ordinary resolutions

B. Implementation / Commencement of Operations under the New Management Services Agreement

Effective from October 1, 2020, the Company has been receiving various management services from NMSPL under the New Management Services Agreement as contracted.

The shareholding pattern of NMSPL is given below:

	Class A Shares
Sr. no.	Name of the Shareholder	No. of Shares held	% of Share Holding
1.	Mr. Kunal V. Sagar	5,000	33.335%
2.	Mr. Rahul V. Sagar	5,000	33.335%
3.	Reco Fortius Pte Limited	5,000	33.33%
	Total	15,000	100%

Class B Shares

Sr.	Name of the	No. of	% of Share
no.	Shareholder	Shares held	Holding
1.	Mr. Kunal V. Sagar	89,100	50%
2.	Mr. Rahul V.Sagar	89,100	50%
Total		1,78,200	100%

	Class C Shares
Sr. no.	Name of Shareholder	the	No. of Shares held	% of Share Holding
1.	Reco Fortius Pte Limited		3,16,800	100%
Total			3,16,800	100%

10. The Board & its Committees

i. Board of Directors:

As on date, the total strength of the Board of Directors of the Company consists of 6 (six) Directors including 1 (one) Independent woman Director. Of this number, 3 (three) Independent Non-Executive Directors, including 1(one) woman Director, constitute 50% of the total strength of the Board of Directors of the Company.

For more detail, please refer to the link: https://www.nirlonltd.com/board-committees.html

a. Re-appointment and Appointment of Directors at the 62nd AGM

A brief resume of the Directors seeking re-appointment and appointment at the 62nd AGM respectively are as per the details given below:

• Re-appointment of Mr. Kunal V. Sagar (DIN 00388877), aged 53 years, as a Director who retires by rotation; and
• Appointment of Mr. Sridhar Srinivasan (07240718), aged 61 years, as a Non–Executive Independent Director for a term of five (5) years with effect from September 29, 2020.

The Board recommends:

• Re-appointment of Mr. Kunal V. Sagar as a Director to retire by rotation; and
• Appointment of Mr. Sridhar Srinivasan as a Non Executive Independent Director for a term of five (5) years with effect from September 29, 2020.

For more details, please refer to Note no. 22 of the 62nd AGM Notice

• b. Changes in the Board during the F.Y. 2020-21
• The final terms of Mr. Moosa Raza (DIN 00145345) and Mr. Arjan Gurbuxani (DIN 00425885), as Non-Executive Independent Directors had expired on September 30, 2020, on completion of their terms of 18 months.
• Mr. Sridhar Srinivasan (DIN 07240718) was appointed as additional Non-Executive Independent Director w.e.f September 29, 2020 for a period of five (5) years.
• c. The nature of each Director's expertise, and the name of company / ies where they hold Chairmanships, Directorships and Memberships of Board / Committees and shareholding, if any, as stipulated under the required Regulation of the Listing Obligations & Disclosure Requirements Regulations, as well as the justification for re-appointment of Mr. Kunal V. Sagar, Director, who retires by rotation at the ensuing AGM, and appointment of Mr. Sridhar Srinivasan, as Non-Executive Independent Director who was appointed by the Board of Directors at their meeting held on September 29, 2020, is provided in this Report, and forms part of the Notice calling the 62nd AGM.

ii. Re-constitution of Various Committees of the Board of Directors

The Board of Directors at their meetings held on September 29, 2020 have appointed Mr. Rajinder Pal Singh, Non-Executive Independent Director, as the new Chairman of the Board effective from October 1, 2020, and have also re-constituted various Committees effective from October 1, 2020.

Details of the same are given below:

a. Audit Committee

• i. Mr. Rajinder Pal Singh, Chairman & NE & ID;
• ii. Ms. Anjali Seth, NE& ID; and

• iii. Mr. Sridhar Srinivasan, NE& ID.

• b. Stakeholders Relationship Committee

• i. Ms. Anjali Seth, Chairperson & NE& ID;
• ii. Mr. Rajinder Pal Singh, NE & ID; and
• iii. Mr. Sridhar Srinivasan, NE& ID.
• c. Nomination & Remuneration Committee
• i. Ms. Anjali Seth, Chairperson & NE& ID;
• ii. Mr. Rajinder Pal Singh, NE & ID; and
• iii. Mr. Sridhar Srinivasan, NE& ID.
• d. Corporate Social Responsibility Committee
• i. Mr. Sridhar Srinivasan , Chairman & NE & ID;
• ii. Mr. Kunal V. Sagar, Promoter Director; and
• iii. Mr. Rahul V. Sagar, Executive Director & C.E.O.
• e. Risk Management Committee
• i. Mr. Rajinder Pal Singh, Chairman & NE & ID;
• ii. Ms. Anjali Seth, NE& ID;
• iii. Mr. Kunal V. Sagar, Promoter Director; and
• iv. Mr. Rahul V. Sagar, Executive Director & C.E.O.

f. Independent Directors Committee

• i. Mr. Rajinder Pal Singh, Chairman & NE & ID;
• ii. Ms. Anjali Seth, NE& ID; and
• iii. Mr. Sridhar Srinivasan, NE& ID.
• *NE & ID means Non–Executive Independent Director

** C.E.O. means Chief Executive Officer

iii. Committees of the Board of Directors and their Roles and Responsibilities

a. Audit Committee (AC)

The AC of the Board played an important role during the Year under review, including recommending the appointment /re-appointment of, and co-ordinating with the Statutory Auditors, Internal Auditors, Cost Auditors and other Key Managerial Personnel of the Company. The AC has also rendered guidance, inter alia, in the areas of corporate governance, internal audit, finance, taxation, accounts etc.

b. Stakeholders Relationship Committee (SRC)

The SRC met regularly over the course of the Year to attend various aspects in the interest of Members. With the compulsory dematerialization of the Company's shares and electronic mode of transfers, postal dispatches / e-mail correspondence which led to frequent complaints have been minimized.

As on March 31, 2021, approx. 95.89% of the Company's total paid up equity share capital was held

in Dematerialized Form, and there were no investor grievances / complaints pending.

c. Corporate Social Responsibility Committee (CSRC)

The Board formed a Corporate Social Responsibility Committee on September 23, 2014 and based on its recommendations the Company implemented activities under its CSR policy during the Year under review as per the Act.

d. Nomination & Remuneration Committee (NRC)

The NRC recommends to the Board the remuneration / compensation packages of the Executive Director and Key Managerial Personnel.

e. Risk Management Committee (RMC)

The Board formed a Risk Management Committee on September 23, 2014. During the Year under review, this Committee has continued to fulfill its role in, inter alia, identifying, evaluating and mitigating potential risks to the Company.

The Risk Management Committee met once on February 10, 2021.

For more detail on various Committees, please refer to the links:

• i. https://www.nirlonltd.com/pdf/audit.pdf
• ii. https://www.nirlonltd.com/pdf/stackholders_ relationship.pdf
• iii. https://www.nirlonltd.com/pdf/csr.pdf
• iv. https://www.nirlonltd.com/pdf/nomination_ remuneration.pdf
• v. https://www.nirlonltd.com/pdf/risk_management.pdf
• vi. https://www.nirlonltd.com/pdf/ind_directors.pdf

f. Prevention of Sexual Harassment (POSH) Committee

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted a Committee which is responsible for redressal of complaints related to sexual harassment.

During the Year under review, there was no complaint pertaining to sexual harassment received. For more detail, please refer to the link: https://www.nirlonltd.com/pdf/posh.pdf

11. Policies & Codes

SEBI introduced the SEBI LODR effective from December 1, 2015. The SEBI LODR provides, inter alia, for various regulations, annexures and schedules, and hence all prescribed companies were required to comply with the SEBI LODR latest by March 31, 2016.

In view of the above, the Company made suitable modifications to its existing Polices, and also reviewed the same from time to time. Your Company is compliant with the SEBI LODR.

I. Policies

i. Determination of Materiality of Events / Information (DMEI) Policy

Aims of the DMEI Policy

The DMEI Policy for determination of materiality of events / information inter alia, aims to:

• a. Ensure that all investors have equal access to important information that may affect their investment decisions;
• b. Ensure that adequate and timely information is provided to investors;
• c. Avoid establishment of a false market in the securities of the Company; and
• d. Communicate the principles of materiality based on which the Company shall make disclosures of events or information.

For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/dmei_policy_mar_16.pdf

ii. Related Party Transaction (RPT) Policy

The RPT Policy is in accordance with the requirement of Regulation 23 of the SEBI LODR and Section 188 of the Companies Act, 2013, and is intended to ensure the proper approval and reporting of transaction / s between the Company and its Related Parties.

Aims of the RPT Policy

Inter alia, to disclose in the Financial Statements of the Company applicable transaction/s between the Company and Related Parties, as well as policies concerning transaction / s with Related Parties. Such transactions are appropriate only if they are in the best interest of the Company and its shareholders.

For more detail, kindly refer to the link:

https://www.nirlonltd.com/pdf/related_party_ transaction_policy _mar_16.pdf

iii. Whistle Blower (WB) Policy

The Company has a vigil mechanism system called the Whistle Blower Policy to deal with instances of fraud and mis-management, if any.

Aims of the WB Policy

The WB Policy meets with the requirement of Regulation 22 of the SEBI LODR and Section 177 of the Act, and is intended to ensure that the Directors and Employees or any other person report their genuine concerns. During

the Year under review, there was no case of whistle blowing reported.

For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/whistle_blower_policy_ feb_21_v3.pdf

iv. Corporate Social Responsibility (CSR) Policy The CSR Policy is in compliance, and in agreement with Section 135 of the Act.

Aims of the CSR Policy:

a. To formulate and recommend to the Board, a Corporate Social Responsibility Plan which shall indicate the activities to be undertaken by the Company as specified in Schedule VII to the Act;

• b. To recommend the amount of expenditure to be incurred on CSR activities;
• c. To monitor CSR activities;
• d. To ensure that the Company spends in every financial year, at least two (2) % of the average net profits of the Company made during the three (3) preceding financial years.

Annual Report on the CSR Activities for the F.Y. 2020-21

Pursuant to Section 135 of the Companies Act, 2013 ("the Act") and Companies (Corporate Social Responsibility Policy) Rules, 2014

1. Brief outline on the CSR Policy of the Company:

The objective of the CSR policy is to promote education and to provide Health care Services. During this COVID 19 pandemic period, in order to fight Covid 19, the Company intends to make CSR contribution to various entities who are providing medical help/ assistance to Covid 19 related issues in this difficult time.

2. Composition of the CSR Committee during the F.Y. 2020-2021:

Sr. No.	Name of Director	Designation / Nature of Directorship	Number of Meetings of the CSR Committee held during the Year	Number of Meetings of the CSR Committee attended during the Year
1.	Mr. Moosa Raza (Chairman of the CSR Committee - up to September 30, 2020, )	NE& ID	3	1
2.	Mr. Kunal V.Sagar	Promoter Director	3	3
3.	Mr. Rahul V. Sagar	Executive Director & CEO	3	3
4.	Mr. Sridhar Srinivasan (Chairman of the CSR Committee w.e.f. October 1,2020	NE*& ID	3	2

• 3. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company:
• a. https://www.nirlonltd.com/pdf/csr.pdf
• b. https://www.nirlonltd.com/pdf/csr_policy_jun_21_ v3.pdf
• c. https://www.nirlonltd.com/pdf/csr/csr_ activities_2020-21.pdf
• 4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report):

Not Applicable, however, the Company monitors and evaluates its CSR projects, including those implemented through implementing agencies.

5. Details of the amount available for set off in pursuance of sub-Rule (3) of Rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the Financial Year, if any:

NIL
-----	--

| Sr.
No. | Financial Year | Amount
available for
set-off from
preceding
financial years
(in Lakh) | Amount<br>required to<br>be set off for<br>the Financial<br>Year, if any<br>( in Lakh) |
|------------|----------------|----------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------|
| | | | |

6. Average net profit of the Company as per section 135(5):

` 11,018.33 lakh

c. Amount required to be set off for the Financial

d. Total CSR obligation for the Financial Year

Year, if any:

(7a+7b-7c): ` 220.37 lakh

NIL

7. a. Two percent of average net profit of the Company as per Section 135(5) :

` 220.37 lakh

b. Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL

8. a. CSR amount spent or unspent for the Financial Year:

	Amount Unspent (` in Lakh )
Total amount spent for the Financial Year (` in Lakh )	Total Amount transferred Amount transferred to any fund specified under to Unspent CSR Account Schedule VII as per second proviso to section as per section 135(6) 135(5)
	Amount	Date of transfer	Name of the Fund	Amount	Date of Transfer
320.69	Nil	-	-	Nil	-

b. Details of CSR amount spent against ongoing projects for the Financial Year:

(1)	(2)	(3)	(4)	(5)		(6)	(7)	(8)	(9)	(10)	(11)
SI. No.	Name of the project	Item from the list of activities in Schedule VII	Local area (Yes/ No)	Location of the project		Project duration	Amount allocated for the project	Amount spent in the current financial	Amount transferred to Unspent CSR Account for	Mode of Implementa tion - Direct	Through Implementing Agency*	Mode of Implementation -
		of the Act		State	District		( in<br>Lakh ) | Year<br>( in Lakh )	the project as per Section 135(6) (in ` )	(Yes/No)	Name	CSR Registration No.
1.	Nair Charitable Hospital Department Development Foundation	No. xii	Yes	Maharashtra	Mumbai		65.00	45.00		No	Nair Charitable Hospital	NA
						TOTAL	65.00	45.00

c. Details of CSR amount spent against other than ongoing projects for the Financial Year:

(1)	(2)	(3)	(4)		(5)	(6)	(7)	(8)
Sr.	Name of the Project	Item from the list of activities			in	Local area		Location of the project	Amount spent for the	Mode of implementation	Mode of implementation - Through implementing agency
No.		schedule VII to the Act	(Yes/ No)	State	District	Project on - Direct (` in (Yes/No) Lakh)		Name	CSR Registration No.*
1.	Venus Cultural Association Medical (Dialysis Unit)	No i	Yes	Maharashtra	Mumbai	15.00	No	Venus Cultural Association	NA
2.	Maharashtra Chief Minister Relief Fund (Covid related)	No. xii	Yes	Maharashtra	Mumbai	100.00	No	Maharashtra Chief Minister Relief Fund	NA
3.	Cheshire Homes India Special education to Disabled children & residential care services to persons with disabilities	No. ii	Yes	Maharashtra	Mumbai	7.00	No	Cheshire Homes India	NA

4	Muktangan Education Trust Promoting education	No. ii	Yes	Maharashtra	Mumbai	10.00	No	Muktangan Education Trust	NA
5	Rotary & Blood Bank Society Resource Centre 100% voluntary blood donation by means of either indoor or outdoor blood donation camps	No. xii	No	Haryana	Chandigarh	4.00	No	Rotary & Blood Bank Society	NA
6	Konark Cancer Foundation Logistical, emotional and financial support to underprivileged cancer patients	No. i	Yes	Maharashtra	Mumbai	12.00	No	Konark Cancer Foundation	NA
7	EmancipAction, India Foundation Providing counselors to government and private care homes to test a holistic, trauma informed model of care to help children transform their lives. Core modules include, wellness vocational planning and job placement	No. i	Yes	Maharashtra	Mumbai	11.00	No	EmancipAction, India Foundation	NA
8.	Cry Child Rights & You	No. i	Yes	Maharashtra	Mumbai	7.00	No	Cry Child Rights & You	NA
9	Suvarna Charitable Trust Re-development of Hospital	No. xii	Yes	Maharashtra	Mumbai	51.00	No	Suvarna Charitable Trust	NA
10	Antarang Foundation	No. ii	Yes	Maharashtra	Mumbai	10.00	No	Antarang Foundation	NA
11	The Bandra Holy Family Hospital Society	No. xii	Yes	Maharashtra	Mumbai	25.98	No	The Bandra Holy Family Hospital Society	NA
12	MGM Hospital	No. xii	Yes	Maharashtra	Mumbai	2.40	No	MGM Hospital	NA
13	Sion Hospital	No. xii	Yes	Maharashtra	Mumbai	20.31	No	Sion Hospital	NA
TOTAL						275.69

Note:

*CSR Registration number is not applicable for CSR projects undertaken before 1st April 2021

• d. Amount spent in Administrative Overheads NIL
• e. Amount spent on Impact Assessment, if applicable Not Applicable
• f. Total amount spent for the Financial Year (8b+8c+8d+8e):
• ` 320.69 lakh

g. Excess amount for set off, if any

Sr. No.	Particulars	Amount (` in Lakh)
(i)	Two percent of average net profit of the company as per section 135(5)	220.37
(ii)	Total amount spent for the Financial Year	320.69
(iii)	Excess amount spent for the financial year [(ii)-(i)]	100.32
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous finan cial years, if any	NIL
(v)	Amount available for set off in succeeding financial years [(iii)-(iv)]	100.32

9. a. Details of Unspent CSR amount for the preceding three financial years:

Sr.	Preceding	Amount	Amount		Amount transferred to any fund		Amount
No.	Financial	transferred to	spent in the	specified under Schedule VII as per	remaining to
	Year	Unspent CSR	reporting		be spent in
		Account under	Financial	section 135(6), if any Amount (in `) Name		Date of	succeeding
		section 135 (6)	Year	of the		transfer	financial years
		(in ) | (in)	Fund			(in `)
				NOT APPLICABLE
	TOTAL

b. Details of CSR amount spent in the Financial Year for ongoing projects of the preceding financial year(s):

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
SI	Project	Name	Financial Year	Project	Total	Amount	Cumulative	Status of the
No.	ID.	of the	in which the	duration	amount	spent on the	amount	project
		Project	project was		Allocated	project in	spent at	Completed /
			commenced		for the	the reporting	the end of	Ongoing
					project	Financial Year	reporting
					(in <br>) | (in)	Financial
							Year (in ` )
					NOT APPLICABLE
	TOTAL

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details)

Not Applicable

• a) Date of creation or acquisition of the capital asset(s).
• (b) Amount of CSR spent for creation or acquisition of capital asset.
• (c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.
• (d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5):

Not Applicable

For Nirlon Limited

Sd/- Sridhar Srinivasan (Chairman of the CSR Committee) DIN 07240718 Mumbai, August 13, 2021

Sd/- Rahul V. Sagar (Executive Director & CEO) DIN 00388980

v. Nomination & Remuneration (NR) Policy

The NR Policy is in compliance with Section 178(1) of the Companies Act, 2013, and Regulation 19 read with Part D of Schedule II of the SEBI LODR.

Aims of the NR Policy:

• a. To guide the Board in relation to appointment and removal of Directors and Key Managerial Personnel;
• b. To evaluate the performance of the Members of the Board, and to provide necessary reports to the Board for further evaluation of the Board;
• c. To recommend to the Board levels of remuneration/ compensation payable to Directors and Key Managerial Personnel and other related matters.

For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/nomination_and_ remuneration_policy_ver_3.pdf

vi. Risk Management (RM) Policy

The Regulation 21 of the SEBI LODR provides applicability for a Risk Management Committee and Risk Management Plan for the top 500 listed companies based on market capitalization as at the end of the immediate previous financial year.

Aims of the RM Policy

The Company has instituted the RMC / RM Policy for better safeguarding business continuity, operations and timely assessment of potential risk, as well as mitigation and minimization procedures for the same.

For more detail, kindly refer to the link:

https://www.nirlonltd.com/pdf/risk_mgmt_policy_ mar_16.pdf

vii. Preservation of Documents (POD) Policy

Under Regulation 9 of the SEBI LODR, the Company is required to adopt the POD Policy.

Aims of the POD Policy

• a. The POD Policy contains guidelines for identifying Documents that need to be maintained, the period of preservation of such documents and the procedure for their destruction / disposal;
• b. This Policy aims to provide an efficient and systematic control on the periodicity and destruction of business related documents.

For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/pod_policy_mar_16.pdf

viii. Board Diversity (BD) Policy

The Policy sets out the approach to have diversity on the Board of the Company in terms of thought, experience, knowledge, perspective and gender, based on the applicable laws, rules and regulations for the Company.

Aims of the BD Policy

The Company believes that a diverse Board will, amongst other benefits:

• a. Enhance the quality of decision making and facilitate better business performance;
• b. Encourage diversity of perspective, thereby fueling creativity and innovation;
• c. Complement and expand the skills, knowledge and experience of the Board as a whole;
• d. Provide better Corporate Governance.

For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/board_diversity_ policy.pdf

ix. Prevention of Sexual Harassment (POSH) Policy Aims of the POSH Policy

The Company provides an equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. All employees of the Company are covered under the Policy. Sexual harassment at the work place or other than work place if involving employees is a grave offence, and is therefore, punishable. The Company has constituted a POSH Committee.

During the Year under review, there was no complaint in this regard.

For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/policy_on_sexual_ harassment.pdf

x. Succession Policy (SP)

The Company is not required to have a SP for the following reasons:

• a. A specific arrangement exists under the Management Services Agreement executed by and between the Company and Nirlon Management Services Pvt. Ltd. (NMSPL) wherein all services are required to be provided by NMSPL;
• b. The Company has senior management to the extent required for statutory compliance only.

Should any potential vacancy arise in (b) above, appropriate replacements will be identified by the NRC and the Board.

xi. Dividend Distribution (DD) Policy

Regulation 43 A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") require the top 500 listed companies (by market capitalisation) to disclose a dividend distribution

policy in the annual report and on the corporate website. The Company has its Board meeting held on June 30, 2020 adopted a DD Policy and uploaded the same on its website. Kindly refer to the link:

https://www.nirlonltd.com/pdf/dvidend%20distribution%20 policy_jun_2020.pdf

Aims of the DD Policy

The Company is committed to value creation for all its stakeholders. The focus will continue to be on sustainable returns, through an appropriate capital strategy for both medium and long term value creation. Accordingly, the Board would continue to adopt a progressive and dynamic dividend policy, ensuring the immediate as well as long term needs of the business.

Nirlon Limited's Dividend Distribution Policy

1. Background and applicability

Regulation 43 A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") require the top 500 listed companies (by market capitalisation) to disclose a dividend distribution policy in the annual report and on the corporate website. Nirlon Limited was ranked at 398 out of the top 500 companies based on the market capitalisation as on March 31,2020 by the BSE.

The Board of Directors ("Board") of Nirlon Limited

("Company"), at its meeting held on June 30, 2020, has adopted this Dividend Distribution Policy ("Policy") in order to comply with the above requirement as well as to establish the parameters to be considered by the Board before declaring or recommending any dividend keeping in view the Company's long term growth objectives from internal cash accruals.

The Company currently has only one class of shares, viz. Equity, for which this Policy is applicable.

2. Dividend distribution philosophy

The Company is committed to value creation for all its stakeholders. The focus will continue to be on sustainable returns, through an appropriate capital strategy for both medium and long term value creation.

Accordingly, the Board would continue to adopt a progressive and dynamic dividend policy, ensuring the immediate as well as long term needs of the business.

3. Dividend

Dividend represents the profit of the Company, which is distributed to shareholders in proportion to the amount paid-up on shares they hold. Dividend includes interim dividend.

The dividend for any financial year shall normally be paid out of the Company's profits for that year. This will be arrived at after providing for depreciation in accordance with the provisions of the Companies Act, 2013 and the rules thereunder ("Act"). If circumstances require, the Board may also declare dividend out of accumulated profits of any previous financial year(s) in accordance with provisions of the Act and Regulations, as applicable.

4. Interim and Final Dividend

The Board may also declare interim dividends during a financial year. Additionally, the Board may recommend final dividend for the approval of the shareholders at the annual general meeting of the Company. The date of the Board meeting in which the dividend proposal will be considered will be provided to the stock exchange/s as required by the Regulations.

1. Circumstances under which shareholders may or may not expect Dividend

The Board will assess the Company's financial requirements, including present and future organic and inorganic growth opportunities and other relevant factors, and declare dividend in any financial year after taking these into account. Further, the Board shall take into consideration the advice of the executive management of the Company and the planned and further investments for growth apart from other parameters set out in this Policy.

Notwithstanding the above, the Board may not declare or recommend dividend for a particular period if it is of the view that it would be prudent to conserve capital for the then ongoing or planned business expansion or other factors which may be considered by the Board such as the following circumstances:

• Whenever the Company undertakes or proposes to undertake a significant expansion project requiring higher allocation of capital;
• Whenever there is a need for significantly higher working capital requirements adversely impacting free cash flow;
• Whenever it undertakes any acquisitions or joint ventures requiring significant allocation of capital; and
• In the event of inadequacy of profit or whenever the Company has incurred losses.
• 1. Some financial parameters and other internal and external factors that could be considered for declaration of Dividend:
• Distributable surplus available as per the Act and Regulations;

• The Company's liquidity position and future cash flow needs;
• Track record of dividends distributed by the Company;
• Payout ratios of comparable companies;
• Prevailing taxation policy or any amendments expected thereof, with respect to dividend distribution;
• Capital expenditure requirements considering the expansion and acquisition opportunities;
• Cost and availability of alternative sources of financing;
• Stipulations/ covenants of loan and other financing agreements;
• Macroeconomic and business conditions in general;
• Providing for unforeseen events and contingencies with financial implications; and
• Any other relevant factors that the Board may deem fit to consider before declaring dividend.

7. Utilization of retained earnings

The Company shall endeavor to utilise the retained earnings in a manner which shall be beneficial to the interests of the Company and also its shareholders. Subject to applicable law, the Company's retained earnings shall be applied for:

• Funding inorganic and organic growth needs including working capital, capital expenditure, repayment of debt, etc.;
• Buyback of shares subject to applicable limits;
• Payment of dividend in future years;
• Issue of bonus shares; or
• Any other permissible purpose.

8. Modification of the Policy

The Board is authorised to change/amend this Policy from time to time at its sole discretion taking into account the national or global economic conditions, the Company's growth, financial position and investment plans and/or in pursuance of any amendments made to the Act the Regulations or any other applicable law.

9. Disclaimer

This document does not solicit investments in the Company's securities. Nor is it an assurance of guaranteed returns (in any form), for investments in the Company's equity shares.

10. Parameters that shall be adopted with regard to various classes of shares

The Company has issued only one class of shares viz. equity shares. The parameters for dividend payments in respect of any other class of shares will be as per the respective terms of issue and in accordance with applicable law and will be determined, if and when the Company decides to issue such other classes of shares.

11. Conflict in Policy

In the event of any conflict between this Policy and the provisions contained in the Act and/or the Regulations, the Act and /or the Regulations shall prevail.

II. Codes

i. Code for fair disclosure of unpublished price sensitive information and Policy for determination of legitimate purposes

The Board earlier adopted the internal Code of Conduct ("ICCPIT") for Regulating, Monitoring and Reporting of Trades under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT) and the same was effective from June 20, 2015.

Thereafter, the PIT Regulations were amended, and the existing ICCPIT was amended suitably. It is also mandatory under the SEBI LODR, that every listed entity should have a framework to avoid insider trading and abusive self-dealing. Further, Regulation 8 (1) of the PIT Regulations, 2015 mandates that listed companies formulate and display on their website a code of practices and procedures for fair disclosure of unpublished price sensitive information by adhering to the principles as set out in the Regulations. The principles of fair disclosure are also a part of ICCPIT, and the Company is compliant in this regard.

For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/iccpit_jun_20.pdf

ii. Code of Conduct for Board Members and Designated Employees (CCBE) The SEBI LODR 2015 provides specific regulation with respect to the CCBE. The CCBE originally adopted by the Board was amended suitably.

Aims of CCBE

The CCBE envisages that the Board and Designated Employees must act within the boundaries of the authority conferred upon them, and with a duty to comply with the requirements of applicable laws, while discharging their duties and responsibilities.

The principles prescribed in the CCBE are general in nature, and lay down broad standards of compliance and ethics, as required by Regulation 17 (5) (a) and 26 of the SEBI LODR, 2015. The Board and Designated Employees shall also refer to other applicable policies and procedures of the Company for specific instructions and guidelines, which are to be read in conjunction with the CCBE.

For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/ccbe_nov_18_v1.pdf

iii. Code of Conduct for Independent Directors (CCID)

The Board adopted the Code of Conduct for Independent Directors ("CCID") and the same was effective from November 13, 2014. As the SEBI LODR provides specific regulation with respect to the CCID, the CCID originally adopted by the Board was amended suitably.

Aims of the CCID

To provide guidance for the professional conduct of Independent Directors ("IDs") of the Company in order to adhere to desired standards by the IDs, and for fulfillment of their responsibilities in a professional and faithful manner, so as to promote confidence in the investment community, particularly stakeholders, regulators etc. For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/ccid_mar_16.pdf

12. i. Formal Annual Evaluation by the Directors

Pursuant to the provisions of the Act and the relevant provisions of SEBI LODR, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

The performance evaluation of each Independent Director was carried out by the Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

ii. Familiarization Programme for Independent Directors (IDs)

The Company's Board is diverse with IDs, who are highly qualified with rich experience. IDs had / have been associated with various Government agencies and departments, as well as been associated with various renowned corporate and business organizations including the Company. They are familiar with the Company's business activities. Moreover, the Company provides them updates by providing a regular brief on the operations as well making suitable arrangements for visits by the IDs to the NKP site.

For more detail, kindly refer to the link: http://www.nirlonltd.com/pdf/familiarization_%20 programme_ids.pdf

iii. Declaration by and Tenure of the IDs

All IDs have given declarations that they meet the criteria of independence and are not disqualified to act as IDs as laid down under Section 149(6) of the Act and the relevant regulation of the SEBI LODR. Letters of appointment were issued to IDs and the same were uploaded on the Company's website. For more detail, kindly refer to the links:

• a. https://www.nirlonltd.com/pdf/appt_letter_mr_ rajinder_pal_singh_may_2019.pdf
• b. https://www.nirlonltd.com/pdf/appt_letter_ms_ anjali_seth_may_2019.pdf
• c. https://www.nirlonltd.com/pdf/appt_letter_mr_ sridhar_srinivasan_sep_2020.pdf

The Board of Directors of the Company have confirmed that the IDs meet with the criteria as laid down under the Act and the SEBI LODR, 2015.

iv. Directors' Responsibility Statement

To the best of your Directors' knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statements in terms of Section 134 (3) (c) and 134 (5) of the Act:

• a. that in the preparation of the Annual Financial Statements for the Year ended March 31, 2021 the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
• b. that the Directors have selected such accounting policies as mentioned in Notes to the Financial Statements and have 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, 2021, and of the Profit of the Company for the Year ended on that date;
• c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of

the Company and for preventing and detecting fraud and other irregularities;

• d. that the Directors have prepared the annual Financial Statements on a going concern basis;
• e. that the Directors have laid down proper internal financial controls to be followed by the Company, and that such internal financial controls are adequate and were operating effectively; and
• f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
• v. Number of Board, Audit, Stakeholders Relationship, Risk Management, Nomination & Remuneration, Corporate Social Responsibility and Independent Directors' Committee Meetings A calendar of Meetings is prepared and circulated in advance to Directors. During the F.Y. 2020-21, six (6) Board Meetings, five (5) Audit, 4 (four) Stakeholders Relationship, one (1) Risk Management, four (4) Nomination & Remuneration, three (3) Corporate Social Responsibility and one (1) Independent Directors' Committee Meetings were convened and held.

The details of these Meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13. Promoters & Key Managerial Personnel

• a. Promoters
• i. Mr. Kunal V. Sagar;
• ii. Mr. Rahul V. Sagar;
• iii. Mrs. Rajani M. Bhagat; and
• iv. Reco Berry Private Limited (w.e.f. April 28, 2015)

b. Key Managerial Personnel

• i. Mr. Rahul V. Sagar, Executive Director & C.E.O;
• ii. Mr. Jasmin K. Bhavsar, Company Secretary & Vice President (Legal) & Compliance Officer; and
• iii. Mr. Manish B. Parikh, Chief Financial Officer

There was no change in the Key Managerial Personnel of the Company during the F.Y. 2020-21.

14. Loan, Guarantees, Security & Investment

The Company has not made any loan, or given any guarantee, or provided security to any person, and has not made any investment that attracts the provisions of Section 186 of the Companies Act, 2013, during the F.Y. 2020-21.

15. Borrowing from Directors

The Company has neither borrowed money from Directors nor relatives of Directors during the F.Y. 2020- 21.

16. Holding, Subsidiary & Associate Company

By virtue of the notification of the relevant provisions of the Companies (Amendment) Act 2017 on February 9, 2018, it has now been clarified that for the purpose of the definition of the term 'holding company', the expression 'company' will also include a 'body corporate'.

The term 'body corporate' includes a company incorporated outside India. Accordingly, the purview of the definition of the term 'holding company' has now been extended to companies incorporated outside India as well.

In view of the above amendment, Reco Berry Pvt. Ltd. would now be considered the holding company of Nirlon Limited for the purposes of the Act.

Save and except the above, the Company is not a holding, a subsidiary, or an associate company of any company and vice versa.

17. Fixed Deposits & Debentures

The Company has neither accepted, nor invited any fixed deposits during the F.Y. under review.

The Company has also not issued any debentures during the F.Y. under review.

18. Transfer of any amount to the Investor Education and Protection Fund (IEPF)

• There is no amount lying with the Company as unpaid / unclaimed with respect to any debenture redemption amount and / or fixed deposit, and / or any outstanding interest thereon.
• As on March 31, 2021, the following amounts are outstanding in the unclaimed / unpaid dividend account maintained with HDFC Bank Ltd.

Dividend declared for the Financial Year	Unclaimed/ Unpaid Dividend account outstanding amount with the Bank (in `)
2013-14	17,36,146.50
2014-15	16,60,155.75
2015-16	17,31,854.25
2016-17	16,24,599.75
2017-18	16,21,122.00
2018-19	16,75,308.75
2019-20	16,56,725.00

Please note:

• The Company will be required to transfer the unclaimed / unencashed dividend amount pertaining to the dividend declared by the Company for the F.Y. 2013-14 to the IEPF on Wednesday, October 27,2021;
• The Company will also be required to transfer those shares on which dividends are unclaimed / unpaid for the seven (7) consecutive years commencing from the F.Y. 2013-14 to the IEPF on Wednesday, October 27, 2021.
• Concerned Members/Claimants are requested to claim their respective dividend amounts from the Company on or before Wednesday, October 6, 2021.

For more details please refer Note no. 13 of the 62nd AGM Notice.

19. Authorized Share Capital, Paid up Capital and Listed Share Capital of the Company

i. The Authorized Share Capital

150,00,00,000/- divided into 15,00,00,000 equity shares of 10/- each

ii. The Paid up and Listed Share Capital

90,11,80,400/- divided into 9,01,18,040 equity shares of 10/- each.

The Company's paid up share capital is listed on the BSE Limited with the Security Code 500307 with the ISIN INE910A01012.

iii. Buy Back of Securities

The Company has not bought back any of its securities during the Year under review.

iv. Sweat Equity

The Company has not issued any Sweat Equity Shares during the Year under review.

v. Bonus Shares

No Bonus Shares were issued during the Year under review.

vi. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to its employees during the Year under review.

Please Note:

1. The Company issued a letter dated May 29, 2017 with regard to issue of New Share Certificates in Form SH – 1 with re-organized distinctive numbers to Members who hold shares in Physical Form, and fixed June 24, 2017 as the cut off date for transacting with the old share certificates.

For more detail, kindly refer to the links:

• a. http://www.nirlonltd.com/pdf/issue_of_new%20 share_certificate_2017.pdf
• b. http://www.nirlonltd.com/pdf/newspaper_24_ may_2017.pdf
• 1. The Company successfully uploaded Distinctive Range Number ("DRN") of its equity shares with NSDL & CDSL on July 13, 2017 in compliance with the SEBI circular no. CIR / MRD / DP / 10 / 2015.

20. Fraud Reporting

During the Year under review, there was no fraud reported.

21. Internal Financial Controls

Adequate internal financial controls with reference to the Financial Statements were in place.

During the Year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

22. Risk Management

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has developed and implemented a Risk Management Policy which identifies major risks which may threaten the existence of the Company.

Risk mitigation process and measures have been also formulated and clearly spelled out in the Risk Management Plan / Policy.

23. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof during the F.Y. 2020-21 and the date of the Directors' Report

There was no instance of one-time settlement with any Bank or Financial Institution.

24. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Year along with their status as at the end of the Financial Year

There is no application made, or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

25. Related Party Transactions

The Company had the following related party transactions during the F.Y. 2020-21:

i. The payment of Managerial remuneration to Mr. Rahul V. Sagar, Executive Director & C.E.O., Company Secretary (CS) and Chief Financial Officer (CFO) of the Company;

• ii. Recovery of Common Area Maintenance charges ("CAM") from Manisha Trading and Investment Pvt. Ltd.;
• iii. Payment of dividend declared by Members of the Company for the F.Y. 2019-20; and
• iv. Obligations under the Management Services Agreement ("MSA"), leave and license fees received from Nirlon Management Services Pvt. Ltd ("NMSPL") and fees paid to NMSPL as per the MSA.

Please Note:

The transaction in (iv) above were already approved by Shareholders of the Company i.e. at the 57th AGM held on September 20, 2016, effective from October 1, 2016 to September 30, 2020, and thereafter also approved by Shareholders of the Company at their 61st AGM held on September 29, 2000 effective from October 1, 2020 to March 31, 2024.

• None of the Directors of the Company has received any commission from the Company.
• None of the Directors and Key Managerial Personnel save and except as stated above, has any a pecuniary relationship, or transactions vis-à-vis the Company.
• As required by the Companies Act, 2013, complete details of all related party transactions are provided for in Form AOC-2 attached as Annexure 5A to this Report.
• Related Party Disclosures under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2014, are attached as Annexure 5B to this Report.

26. Proposed Related Party Transaction

The Audit Committee and Board of Directors of the Company have approved at their meetings held on June 24, 2021 respectively, subject to Members approval at their 62nd AGM of the Company, a related party transaction on an 'arm's length basis' between the Company and Nirlon Management Services Pvt. Ltd. (the Service provider) by proposing to enter into a proposed Letter Agreement for the additional work for additions and alterations agreed to be made by the Company to its base building project as per the requirements of J. P. Morgan Services India Pvt. Ltd. ("JPM") being the proposed licensee for the approx. 1.16 million sq.ft. of chargeable area in Phase 5 of NKP.

For more details, please refer Item No. 6 of the 62nd AGM Notice and Explanatory Statement thereto.

27. Details of Significant & Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern Status & the Company's Operations in Future

There are no material orders passed by Regulators / Courts which would impact the going concern status of the Company and its future operations.

28. Spending on the Corporate Social Responsibility Programme

With respect to the F.Y. 2020-21, two (2) % of the average net profits of the Company made during the three (3) preceding financial years amounts to ` 220.36 lakh.

The Company spent ` 320.69 lakh during the F.Y. 2020- 21 as per Section 135 of the Companies Act, 2013.

29. Intellectual Property Rights

The Company's trade mark / service mark, logo / s, and copyrights are registered and protected under the respective statutes.

30. Auditors

i. Statutory Auditors & their Report

Members of the Company at their 59th AGM held on September 26, 2018 appointed S R B C & Co LLP, Chartered Accountants, Mumbai (registration number 324982E / E300003) as the Statutory Auditors of the Company to hold office from the conclusion of the 59th AGM till the conclusion of the 64th AGM to conduct the audits from the F.Y. 2018- 19.

The Board, based on the recommendation of the Audit Committee, has fixed the remuneration of the Statutory Auditors for the F.Y. 2021-2022.

ii. Auditors Report

• a. The observations made by the Auditors in the Report forming part of the Accounts are self-explanatory, and therefore do not require any further comments under Section 134(3) (f) of the Companies Act, 2013.
• b. There is no qualification in the Audit Report and a certificate to that effect is attached to this Report as Annexure 1.
• iii. During the F.Y. 2020-21, the Company paid `45.67 lakh (being the total fees paid for all services on a consolidated basis to the Statutory Auditors of the Company excluding out of pocket expenses and GST).
• iv. It is proposed to pay total professional fees of 46.00 lakh (excluding out of pocket expenses and GST) to the Statutory Auditors of the Company for the financial year 2021-22 i.e.22.00 lakh towards Statutory Audit fees, 18.00 lakh towards Quarterly Limited Review, and6.00 lakh towards Tax Audit.

v. Internal Auditors

KPMG India have been appointed as the Internal Auditors of the Company by the Board, based on the recommendation of the Audit Committee for the financial year 2021-2022.

vi. Secretarial Auditors & Secretarial Audit Report

• a. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Alwyn Jay & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2021-2022.
• b. There is no qualification in the Secretarial Audit Report.

The Secretarial Audit Report for the F.Y. 2020- 2021 is annexed as Annexure 2.

vii. Cost Auditors & Cost Audit Records

The Companies (Cost Records and Audit) Rules, 2014 read along with Companies (Cost Records and Audit) Amendment Rules 2014, specifies criteria for specified industries which are required to maintain cost records and get them audited.

The Company's business as an Industrial Park is covered under Clause 5(a) of Schedule VI of the Companies Act, 2013 and its turnover is also in excess of `100.00 Crore. It is, therefore, required to maintain cost records which should be audited by a practicing Cost Auditor.

• a. In view of the above provisions of the Act, the Board, based on the recommendation of the Audit Committee, has approved the appointment and remuneration of Vinay Mulay & Co., Mumbai to conduct the audit of the cost records of the Company for the financial year ending March 31, 2022.
• b. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors, has to be ratified by Members of the Company.
• c. Accordingly, the consent of Members is sought for passing an Ordinary Resolution as set out at Item no.5 of the Notice for ratification of the remuneration payable to the Cost Auditor for the financial year ending March 31, 2022.

31. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

As required under Section 134 (3) (m) of the Companies Act, 2013 read with read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo were as under:

• a. The Company has no manufacturing activities relating to conservation of energy.

• b. i. The Company has not made any provision for research and development expenditure as the same is not applicable.

• ii. The Company has no activity relating to technology absorption and innovation.

• c. The Company has incurred `Nil towards travel expenses in foreign currencies, and the Company has no foreign exchange earnings.
• d. The Company has incurred professional fee expenses in foreign currency aggregating to `101.36 lakh.
• 32. Details of Appointment & Remuneration of Managerial Personnel and Top 10Employees

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Managerial Personnel and Top 10 Employees of the Company forms a part of this Report as Annexure 3.

Please Note: The Company has only three (3) employees, being the KMPs.

33. Remuneration Ratio of the Directors / Key Managerial Personnel / Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of Managerial Personnel, Directors and Employees of the Company is furnished in Annexure 4.

34. Corporate Governance Disclosure

The Company adheres to the principles of Corporate Governance mandated by the SEBI under SEBI LODR (as applicable), and has complied with all mandatory requirements. The non-mandatory requirements have been complied with to the extent practical and applicable.

A separate section on Corporate Governance, Annexure 6 to this Report and a certificate from Alwyn Jay & Co., the Practicing Company Secretaries confirming compliance with Corporate Governance requirements as applicable, form a part of this Annexure 6.

35. Management Discussion &Analysis

Details are provided in Annexure 7 and form part of this Report.

36. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2021 in Form No. MGT-7 is available on the Company's website and can be accessed at the web link:

https://www.nirlonltd.com/pdf/form_mgt7_fy_2020_21. pdf

37. Share Transfer Agent

Link Intime India Pvt. Ltd., is the Share Transfer Agent ("LIIPL") of the Company. The Registers of Members, Annual Returns etc. are maintained by LIIPL at their Registered Office situate at C 101, 247 Park, L B S Marg, Vikhroli (West),Mumbai 400 083 and / or at such other place/s within the city of Mumbai where LIIPL may have their office from time to time.

38. Enhancing Shareholders / Members Value

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the Company's productive asset and resource base and nurturing its overall corporate reputation.

Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact socio-economic factors and contribute to sustainable growth and development.

39. Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards, issued by the Institute of Company Secretaries of India (ICSI), and such system are adequate and operating effectively.

40. Amendment to Regulation 40 of the SEBI LODR and an Important Update

i. Amendment to Regulation 40 of the SEBI LODR with respect to mandatory dematerialization of physical shares for transfers after December 5, 2018 was extended up to March 31, 2019. In other words, from April 1, 2019 onwards, transfer of shares can only take place in Dematerialised mode.

Please Note:

This requirement shall not apply in case of transmission or transposition of securities.

ii. Members of the Company, who have not updated their various details as required by SEBI in accordance with the SEBI Circular, are requested to update the same immediately by furnishing the details to the Company's Share Transfer Agent.

A copy of the Form and letter are attached in this Report.

Please refer to the link:

https://www.nirlonltd.com/pdf/updating_kyc_ details_aug_2018.pdf attached with the KYC updating form.

41. Business Responsibility Report (BRR)

The BRR is provided in Annexure 8 to this Report.

42. Appreciation for Mr. Moosa Raza, Chairman and Independent Director and Mr. Arjan Gurbuxani, Independent Director who retired on September 30, 2020

The Board of Directors placed on record their heartfelt appreciation for the contribution and services rendered to the Company by Mr. Moosa Raza and Mr. Arjan Gurbuxani during their more than twenty five years as Directors of the Company. Mr. Raza and Mr. Gurbuxani commenced their Directorships at a time when Nirlon's fortunes were at their lowest ebb and the survival of the Company in doubt. Their wisdom, leadership and encouragement have been instrumental in initially extricating the Company from Bankruptcy and then placing it firmly on the path of revival, sustained profitability and the creation of significant shareholder value. The Board gratefully thanked them for their advice, support and efforts during their long and successful association with the Company, and wished them the very best for the future.

43. Tribute to the late Shri Arjan Gurbuxani

The Board was informed of the sad passing away of Shri Arjan Gurbuxani on April 28, 2021 in Rishikesh. Shri Gurbuxani was a Director of the Company for more than 25 years. The Board placed on record their sincere condolences to his family, while appreciating his long standing and continuous contributions to the Company during his tenure as Director, especially during the Company's difficult times while under the BIFR.

44. Acknowledgements

Your Directors record their appreciation for the services rendered by KMPs. They acknowledge and record their appreciation for the co- operation and assistance rendered by HDFC Limited, Banks and various Government authorities at State and Central levels.

Your Directors thank all stakeholders for their continued support. Your Directors would also like to place on record their sincere appreciation for the co-operation received from the RBI, SEBI, BSE Limited, CDSL, NSDL, SHCIL,

MCGM and all other statutory and / or regulatory bodies.

For and on behalf of the Board of Directors Nirlon Limited

Sd/-	Sd/-
Anjali Seth	Rahul V. Sagar
Director	Executive Director & C.E.O.
DIN: 05234352	DIN: 00388980

Mumbai, August 13, 2021

Annexure 1 to the Directors' Report

The Company has submitted a declaration to the BSE Ltd., the only Stock Exchange on which its shares are listed, that there is no audit qualification raised by the Statutory Auditors for the Audited Financial Results for the Financial Year ended March 31, 2021.

Annexure 2 to the Directors' Report FORM NO. MR 3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021

[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members of Nirlon Limited,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Nirlon Limited (CIN:L17120MH1958PLC011045) (hereinafter called "the Company").

The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct and statutory compliance for the purpose of expressing our opinion thereon.

Based on our verification of the Company's statutory books, legal papers, minute books, forms and returns filed and other records maintained by the Company, and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has during the audit period covering the Financial Year ended on March 31, 2021 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanisms in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined above mentioned books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on March 31, 2021 according to the provisions of:

• (i) The Companies Act, 2013 ("the Act") and the Rules made thereunder;
• (ii) The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the Rules made thereunder;
• (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
• (iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment;
• (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"):
• (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
• (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
• (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 Not applicable to the Company;
• (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

Not applicable to the Company;

• (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client Not applicable to the Company;
• (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2016 Not applicable to the Company;

• (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 Not applicable to the Company;
• (i) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013

Not applicable to the Company;

• (j) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.
• (vi) Other specific business/industry related laws applicable to the Company- The Company has complied with the provisions of the Development Control Regulations for Greater Mumbai, 1991, Mumbai Municipal Corporation Act, 1888, Maharashtra State Tax on Professions, Trades, Callings and Employments Act,1975, Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013, Environment (Protection) Act, 1986, Maharashtra Shops and Establishments Act, 1948, Employees Provident Fund & Miscellaneous Provisions Act, 1952, Goods and Service Tax and applicable general business laws, rules, regulations and guidelines.

We have also examined compliance with the applicable clauses of the following:

• (i) Secretarial Standards with regard to Board Meetings (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India; and
• (ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors and Non-Executive Directors as well as Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent adequately in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decision at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of the meeting of the Board of Directors or Committees of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. As informed, the Company has responded appropriately to communication received from various statutory / regulatory authorities including initiating actions for corrective measures, wherever found necessary.

We further report that during the audit period no specific events /actions have taken place that have a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines and standards.

For ALWYN JAY & Co.,

Company Secretaries Sd/- (Vijay Sonone FCS 7301) (Partner) (Certificate of Practice No. 7991) (UDIN : F007301C000777719)

Mumbai, August 13, 2021 Office Address: Annex-103, Dimple Arcade Asha Nagar, Kandivali (East), Mumbai 400101.

Note:

This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this Report.

Annexure A

To,

The Members of Nirlon Limited,

Our Secretarial Audit Report of even date is to be read along with this letter.

• 1. The compliance of provisions of all laws, rules, regulations, standards applicable to Nirlon Limited (hereinafter called "the Company") is the responsibility of the Management of the Company. Our examination was limited to the verification of records and procedures on test check basis for the purpose of issue of the Secretarial Audit Report.
• 1. Maintenance of secretarial and other records of applicable laws is the responsibility of the management of the Company. Our responsibility is to issue the Secretarial Audit Report, based on the audit of the relevant records maintained and furnished to us by the Company, along with explanations where so required.
• 1. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial and other legal records, legal compliance mechanism and corporate conduct. Further part of the verification was done on the basis of electronic data provided to us by the Company due to the COVID-19 lockdown and on a test check basis to ensure that correct facts as reflected in secretarial and other records produced to us. We believe that the processes and practices we followed, provides a reasonable basis for our opinion for the purpose of issue of the Secretarial Audit Report.
• 1. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
• 1. Wherever required, we have obtained the Management's representation about lists of applicable laws, compliance of laws, rules and regulations and major events during the audit period.
• 1. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For ALWYN JAY & Co., Company Secretaries Sd/- (Vijay Sonone FCS 7301) (Partner) (Certificate of Practice No. 7991) (UDIN : F007301C000777719)

Mumbai, August 13, 2021 Office Address: Annex-103, Dimple Arcade Asha Nagar, Kandivali (East), Mumbai 400101.

Annexure 3 to the Directors' Report

[Statement pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended)]

	Salary paid to Managerial Personnel and Top 10 Employees* of the Company during the F.Y. 2020-2021
Sr.	Name of	Gross Salary	Net Salary	Age	Designation	Qualification	Experience	Date of	Last
No.	Employee	(in) | (in)	(in years)			(in years)	commencement	Employment
								of	held prior to
								Employment	joining the
									Company
*1.	Mr. Rahul V.	2,33,68,000	1,46,13,000	50	Executive	BA	27	1/7/2009	Sempertrans
	Sagar**				Director &	(Economics)			Nirlon Pvt. Ltd.
					C.E.O.
2.	Mr. Jasmin	1,25,65,702	65,81,481	49	Company	B.Com,	29	6/3/2006	Enercon
	K. Bhavsar**				Secretary,	M.Com,			(India) Limited
					Vice President	LL.B, LL.M, FCS, MBA
					(Legal), &	and Diploma
					Compliance	in Real Estate
					Officer	Management
3.	Mr. Manish	65,55,556	36,86,644	59	Chief Financial	B. Com	37	1/9/2004	Nirlon Limited
	B. Parikh**				Officer

Notes:

1. The Company has only three (3)** employees, one of which 1* (one) is a Managerial Person as stated above.

2. Salaries include exgratia / variable performance linked pay, the Company's contribution to Provident Fund.

3. None of the employees is a relative of any Directors of the Company except Mr. Rahul V. Sagar, who is the brother of Mr. Kunal V. Sagar, Director.

4. Employees were employed on a permanent basis

5. Mr. Rahul V. Sagar holds 13,29,750 shares, Mr. Jasmin K. Bhavsar holds 20,000 shares and Mr. Manish Parikh holds 50 shares of the Company.

Annexure 4 to the Directors' Report

[Pursuant to Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2020-21:

Executive Director:	Ratio to Median (No. of times)
Mr. Rahul V. Sagar	1.86
Non-Executive Directors:	Ratio to Median (No. of times)
Mr. Moosa Raza	0.10
Mr.Arjan Gurbuxani	0.09
Mr. Rajinder Pal Singh	0.17
Ms. Anjali Seth	0.17
Mr. Sridhar Srinivasan	0.10
Mr.Kunnasagaran Chinniah	0.05
Mr.Kunal V. Sagar	0.07

Notes:

• a. The remuneration to Non-Executive Directors consists of Sitting Fees only.
• b. The remuneration of Mr. Moosa Raza and Mr. Arjan Gurbuxani is upto 30.09.2020 (date of cessation) and that of Mr. Sridhar Srinivasan is w.e.f. 29.09.2020 (date of appointment)
• 2. The percentage increase / (decrease) in remuneration of each Director, Chief Financial Officer and the Company Secretary in the Financial Year 2020-21:

Name	Designation	Percentage Increase / (Decrease)
Mr. Rahul V. Sagar	Executive Director & Chief Executive Officer	0.00
Mr. Moosa Raza (Refer Note No. (b) below	Non-Executive Director	(40.00)
Mr. Arjan Gurbuxani (Refer Note No. (b) below	Non-Executive Director	(35.29)
Mr. Rajinder Pal Singh	Non-Executive Director	23.53
Ms. Anjali Seth	Non-Executive Director	250.00
Mr.Kunnasagaran Chinniah	Non-Executive Director	20.00
Mr.Kunal V. Sagar	Non-Executive Director	(10.00)
Mr. Manish B. Parikh	Chief Financial Officer	5.77
Mr. Jasmin K. Bhavsar	Company Secretary	2.48

Notes:

• a. The remuneration to Non-Executive Director consists of Sitting Fees only.
• b. The remuneration considered for the F.Y. 2020-21 of Mr. Moosa Raza and Mr. Arjan Gurbuxani is upto 30.09.2020 i.e. up to the date of cessation.
• c. The above does not include information of Mr. Sridhar Srinivasan, Non-Executive Director, who was appointed w.e.f. 29.09.2020.
• 3. The percentage increase in the median remuneration of employees in the F.Y. was 2.48%.
• 4. The number of permanent employees (i.e. Key Managerial Personnel) on the rolls of Company as on March 31, 2021 was 3 (three).
• 5. The Company did not have any employees other than key managerial personnel in the current and last financial year. Percentile increase in the key managerial remuneration was 1.58%.
• 6. Affirmation that the remuneration is as per the remuneration policy of the Company: The remuneration is as per the Policy followed by the Company.

Annexure 5A to the Directors' Report

FORM NO. AOC -2

[Pursuant to clause (h) of sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for Disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto.

• 1. Details of contracts or arrangements or transactions not at Arm's length basis: NIL
• 2. Details of material contracts or arrangement or transactions at arm's length basis:

(a) For the period April 1, 2020 to September 30, 2020

a.	Name/s of the related party and nature of relationship	Nirlon Management Services Pvt. Ltd., a related party of the Company	Nirlon Management Services Pvt. Ltd., a related party of the Company	Nirlon Management Services Pvt. Ltd., a related party of the Company
b.	Nature of contracts/ arrangements / transactions	Management Services Agreement	Asset Sale Agreement	Name User Agreement
c.	Duration of the contracts/ arrangements /transactions	October 1, 2016 to September 30, 2020	October 1, 2016 (one time)	Until the Name User Agreement terminates in accordance with its terms.
d.	Salient terms of the contracts or arrangements or transactions including the value, if any:	• Services: NMSPL will provide lease management, property management, marketing, project management and general management services in respect of the properties of the Company ('Services'). • Properties: The Services will be provided by NMSPL in relation to the properties owned by the Company on the date of the Management Services Agreement, including Nirlon Knowledge Park and Nirlon House. • Fees : Fees will be paid to NMSPL by the Company in the following manner: ►For Lease Management Services A monthly fee equal to 1% (one percent) of the gross revenue of the property for such month; ► For Property Management Services A monthly fee equal to 2% (two percent) of the gross revenue of the property for such month;	• Assets: Movable assets (furniture, fixtures, computers, software, cars, two wheelers, etc.) were transferred to NMSPL by the Company to enable NMSPL to better provide the Services under the Management Services Agreement. • Consideration: A consideration of `25.10 lakh (Rupees Twenty Five Lakh and ten thousand only) was paid by NMSPL to the Company as and by way of consideration for the asset transfer. The consideration was paid on the basis of the book value of the assets.	• License: A royalty free, non assignable and non transferable license is granted to NMSPL to use the Name 'Nirlon'. Subject to the terms of the Name User Agreement, NMSPL can promote the Name through advertisements, branding and sports initiatives. • Owner: The Company remains the sole and exclusive owner of the Name including the trademark and copyrights in the Name. The Company can continue to use the Name as the owner in any manner it deems appropriate.

► For Marketing Services A percentage based commission based on the term of the lease / license and the license fee / lease rent payable for the first month thereof (including commission for additional space taken up by a licensee / lessee). Commission is also payable on renewal of an existing lease / license; ►For Project Management Services 60/-<br>Crore<br>(Rupees<br>Sixty<br>Crore) payable in 48 (forty eight)<br>equal<br>monthly<br>installments,<br>as<br>construction /<br>project<br>management fees for<br>Phase<br>5 of Nirlon Knowledge Park.<br>Of this amount, an advance of<br> 6/- Crore (Rupees Six Crore) is paid on the execution of the agreement, which advance is to be adjusted against the 42nd (forty second) to the 48th (forty eighth) monthly installments referred to above. ►All fees are exclusive of applicable service tax, which will be borne by the Company.	• Employees: Identified employees who were involved in the provision of Services to the Company were offered employment by NMSPL on terms no less favorable than those on which they were engaged in the Company. Employees were provided by the Company with no-dues letters at the time of their resignation. End-of service gratuity was paid by the Company to those employees who had completed service of 5 (five) years or more with the Company. Ex-gratia payments were made by the Company to those employees who had not completed 5 (five) years' service with the Company. • The transaction was completed post approval of the shareholders at their Meeting held on September 20, 2016, simultaneously with the Management Services Agreement becoming effective (i.e., on October 1, 2016. • Term: Subject to the Asset Sale Agreement being in full force and effect and the Name User Agreement between the Company, the Sagar Brothers and NMSPL being in full force and effect, the Management Services Agreement has commenced on October 1, 2016 and terminates automatically on September 30, 2020, unless terminated earlier or mutually extended.	• Termination: Either party can terminate the agreement after giving a prior written notice if the Sagar Brothers cease to have control / majority ownership interest of NMSPL, or if Reco / its affiliates cease to have control / majority ownership interest over the Company. • Right to Injunctive Relief: The Company can claim injunctive and other reliefs available to it under law in the event NMSPL or the Sagar Brothers are in breach of the Name User Agreement.

		• Indemnity: NMSPL has agreed to indemnify and hold the Company harmless for any loss suffered by reason of NMSPL's, or if applicable NMSPL's employees', fraud or willful misconduct.
		• Leave and license agreement: NMSPL and the Company have entered into an agreement in terms of which the Company licensed office space to NMSPL for its use during the provision of Services.
		• Termination rights: Termination rights under the Management Services Agreement include breaches by a party of the Management Services Agreement, change in control of the Company, or a party becoming the subject of any insolvency proceedings and other matters.
		The fees agreed to be paid to NMSPL under the Management Services Agreement are in consonance with current industry rates and practice. Furthermore, by out- sourcing the project / property and other management services to NMSPL, it is expected that the operational costs of the Company in respect of its current projects are likely to
		be limited in accordance with the terms of the Management Services Agreement.
e.	Date/s of approval by the Board, if any:		August 10, 2016
f.	Amount paid as advances, if any:	` 6/- Crore	NIL	NIL

(b) For the period October 1, 2020 to March 31, 2021

1. Details of contracts or arrangements or transactions not at Arm's length basis: NIL

2. Details of material contracts or arrangement or transactions at arm's length basis:

a.	Name(s) of the related party and nature of relationship	Nirlon Management Services Pvt.Ltd. (NMSPL). The Company with common directors
b.	Nature of contracts/arrangements/transactions	Management Services Agreement
c.	Duration of the contracts / arrangements/transactions	October 1, 2020 to March 31, 2024

٧	с IE	٦

	Salient terms of the contracts or arrangements or transactions including the value, if any:		Salient features of the proposed Management Services Agreement are as follows:
		•	Services: NMSPL will provide lease management, property management, marketing, project management and general management services in respect of the properties of the Company ("Services").
		•	Properties: The Services will be provided by NMSPL in relation to the properties owned by the Company on the date of the Management Services Agreement, including Nirlon Knowledge Park and Nirlon House.
		•	Fees: Fees will be paid to NMSPL by the Company in the following manner:
		o	For lease management services – a monthly fee equal to 1% (one percent) of the gross revenue of the property for such month;
		o	For property management services – a monthly fee equal to 2% (two percent) of the gross revenue of the property for such month;
		o	For marketing services – a commission based on rent payable for a certain number of days (including commission for additional space taken up by a tenant). Commission is also payable on renewable existing lease /license
d.		o	For project management services – `.13,12,50,000/- (Rupees thirteen crore twelve lakh and fifty thousand) as construction / project management fees for phase 5 of Nirlon Knowledge park.
		o	All fees are exclusive of applicable GST, which will be borne by the Company.
		o	Term: The Management Services Agreement commences on October 1, 2020 (or such other date mutually agreed) and terminates automatically on March 31, 2024, unless terminated earlier or mutually extended.
		o	Indemnity: NMSPL has agreed to indemnify and hold the Company harmless for any loss suffered by reason of NMSPL's, or if applicable NMSPL's employees', fraud or willful misconduct.
		o	Leave and license agreement: The terms and conditions of the existing Leave and License Agreement dated December 20, 2016 shall continue with respect to the licensed office space to NMSPL for its use during the provision of Services.
		o	Termination rights: Termination rights under the Management Services Agreement include breaches by a party of the Management Services Agreement, change in control of the Company, or a party becoming the subject of any insolvency proceedings and other matters.
		o	The fees agreed to be paid to NMSPL under the Management Services Agreement are in consonance with current industry rates and practice.
e.	Date(s) of approval by the Board, if any:		August 31,2020
f.	Amount paid as advances, if any:		-

Annexure 5B to the Directors' Report

A. Disclosures in compliance with the Accounting Standard on 'Related Party Disclosures'- Please refer to Note no. 35 of the Audited Financial Accounts as on March 31, 2021

B. Additional Disclosure Requirements:

Sr.	In the accounts of:	Disclosures of amounts at the Year end and the maximum amount of loans /
No.		advances / Investments outstanding
1.	Holding Company	• Loans and advances in the nature of loans to subsidiaries by name and amount: NIL
		• Loans and advances in the nature of loans to associates by name and amount: NIL
		• Loans and advances in the nature of loans to firms / companies in which directors are interested by name and amount: NIL
2.	Subsidiary Company	Same disclosures as applicable to the parent company in the accounts of subsidiary company: NIL
3.	Holding Company	Investments by the loanee in the shares of parent company and subsidiary company, when the Company has made a loan or advance in the nature of loan: NIL

Annexure 6 to the Directors' Report Corporate Governance Report

(Information given in this Report relates to the Financial Year ended March 31, 2021)

1. The Company's Philosophy on Code of Governance

The Company believes that transparence through Corporate Governance is a key element in achieving high standards of corporate behavior, in improving efficiency, and in enhancing the confidence of investors.

To this end, the Company adopts best practices, processes and policies of governance in order to ensure professionalism and accountability without compromising ethical standards.

The Company's policy of adequate and timely compliance disclosures are based on proper systems of internal control and risk management to ensure professionalism, accountability and compliance with statutes, so that there is timely and correct flow of information to the Board, and to all Stakeholders including Members.

2. Board of Directors

A. Directors

• i. Padma Bhushan Mr. Moosa Raza (Chairman ID* & NED* up to September 30, 2020)
• ii. Mr. Arjan R. Gurbuxani (ID* & NED* up to September 30, 2020)
• iii. Mr. Kunnasagaran Chinniah (NED* Director Nominated by Reco Berry Pvt. Ltd. - Promoter) w.e.f. April 28, 2016
• iv. Mr. Rajinder Pal Singh (ID*&NED* Chairman w.e.f. October 1, 2020)
• v. Ms. Anjali Seth, (ID*&NED*)
• vi. Mr. Kunal V. Sagar (Promoter & NED*)
• vii. Mr. Rahul V. Sagar (Promoter & Executive Director & CEO)
• viii. Mr. Sridhar Srinivasan (ID*&NED* w.e.f. September 29, 2020)

*ID: Independent Director, *NED: Non-Executive Director & *CEO: Chief Executive Officer

A brief resume of Directors, nature of their expertise in specific functional areas, company names in which they hold Chairmanships, Directorships and Memberships of Boards / Committees, and Shareholding in the Company are provided in this Report.

B. Brief Resume of Directors

i. Padma Bhushan Mr. Moosa Raza (DIN 00145345) Chairman, aged 84 years (D.O.B 27-02-1937), was a civil servant for 35 years, and is a recipient of the Padma Bhushan awarded by the Hon'ble President of India for his distinguished civil service to the Nation.

Mr. Raza served the Governments of Gujarat, Jammu & Kashmir, Uttar Pradesh and the Government of India in various capacities as Secretary (Health), the Secretary in Cabinet Secretariat, Secretary of Steel, and Governor's Advisor. He was the President of the Indian Steel Alliance. He runs several NGOs dealing with Education, and was associated with Central Universities.

Mr. Raza also headed as CEO more than 10 public and private sector Industrial and Commercial organizations, such as the National Textile Corporation, Gujarat State Fertilizers & Chemicals, the India Trade Promotion Organization, the Calico Group of Companies, etc. Mr. Raza was elected Chairman of the Standing Committee of Public Enterprises, and was a Member / Director of several Institutions dealing with management and administration such as the International Management Institute, IMI-A, SMG, etc.

Mr. Raza was a Director of the Company since July 1996, and was re-appointed as an Independent Director and Chairman by the Board effective from October 28, 2006.

Subsequently, at their Meeting held on August 30, 2007 Members confirmed his appointment as an Independent

Director liable to retire by rotation, and thereafter, at the 55th AGM held on September 23, 2014, Mr. Raza was appointed as an Independent Director, not liable to retire by rotation, to hold office up to March 31, 2019.

Thereafter, at their 59th Annual General Meeting Members passed a special resolution with the requisite majority approving Mr. Raza's re-appointment as Independent Director for another term of eighteen (18) months effective from April 1, 2019.

The final term of Mr. Raza as Chairman & Independent Director expired on September 30, 2020.

Mr. Raza serves on the Board of the National Waqf Development Corporation Limited, a public limited Company.

Mr. Raza was occupying, up to September 30, 2020, the position of the Chairman of the Board, Audit, Stakeholders Relationship, Corporate Social Responsibility, Independent Directors and POSH Committees, and Membership of the Nomination & Remuneration Committee of the Company.

Mr. Raza was not related to any Director / KMP of the Company, and had confirmed that he met with the criteria for an Independent Director as required, and was not disqualified to act as a Director of the Company.

Mr. Raza attended four (4) Board Meetings during the F.Y. 2020-2021 through video conference.

Mr. Raza and his immediate relatives did not hold any equity shares in Nirlon Limited.

ii. Mr. Arjan R. Gurbuxani (DIN 00425885), aged 86 years (D.O.B. 28-07-1934), graduated with B.A. (Hons.), and LL.B., both from Bombay University and completed C.A.I.I.B.

Mr. Gurbuxani served Multinational Banks for 42 years in senior positions both in India and abroad.

Mr. Gurbuxani was a Director of Nirlon Limited since 1994, and was re-appointed as an Independent Director by the Board effective June 24, 2006.

Subsequently, Members at their Meeting held on September 28, 2006 confirmed his appointment as an Independent Director liable to retire by rotation, and thereafter, at the 55th AGM held on September 23, 2014, Mr. Gurbuxani was appointed as an Independent Director, not liable to retire by rotation, to hold office up to March 31, 2019. Thereafter, Members of the Company at their 59th Annual General Meeting passed a special resolution with the requisite majority approving Mr. Gurbuxani's re-appointment as Independent Director for another term of eighteen (18) months effective from April 1, 2019.

The final term of Mr. Gurbuxani as Independent Director expired on September 30, 2020.

Since 2006, Mr. Gurbuxani was the CEO of a Public Charitable Trust established 1903, which manages in Rishikesh (Uttarakhand) two CBSE affiliated Public Schools with more than 3,200 students. The said Trust also manages two hospitals with more than 280 Beds. One of the hospitals is dedicated to Eye Care only and has performed more than 1,25,000 free Eye Surgeries since 2007.

Mr. Gurbuxani did not hold directorship in any other Public Limited Company.

Mr. Gurbuxani was occupying, up to September 30, 2020, the position of the Chairman of the Nomination and Remuneration Committee and Risk Management Committees, and membership of the Audit, Stakeholder Relationship and POSH Committees of the Company.

Mr. Gurbuxani was not related to any Director / KMP of the Company, and had confirmed that he met with the criteria for an Independent Director as required, and was not disqualified to act as a Director of the Company.

Mr. Gurbuxani attended four (4) Board Meetings during the F.Y. 2020-2021 through video conference.

Mr. Gurbuxani had 724 Equity Shares in the Company.

iii. Mr. Rajinder Pal Singh (DIN 02943155), aged 69 years (D.O.B 10-10-1951), post graduated in Mathematics from the Advanced Centre for Pure Mathematics, Punjab University, Chandigarh in 1973, and after a brief stint teaching Pure Mathematics & Statistics to graduate classes, joined the Indian Administrative Service (IAS).

Apart from the regular field assignments for IAS Officers, he has wide experience in regulatory areas of Finance, Industry, Urban Development and infrastructure. Mr. Singh worked both as Commissioner of the Hyderabad Municipal Corporation & Vice Chairman of the Hyderabad Urban Development Authority. He had long stints as the Managing Director of Andhra Pradesh Industrial Development Corporation & Commissioner of Taxation in Andhra Pradesh.

Mr. Singh was posted to Punjab & Sind Bank as Chairman in March, 2005 when the Bank was making continuous losses and had accumulated historically highest NPAs (18%). He spent four and half years in the Bank during which the Bank recorded the highest growth in the Industry and NPAs came down to the lowest level in the whole industry (0.6% gross). As Secretary in the Department of Industrial Policy & Promotion, his major initiatives were:

• 1. Rationalization and consolidation of the FDI policy;
• 1. Re-inventing and establishing the Delhi Mumbai Industrial Corridor Project (DMIDC); and
• 1. Putting together the manufacturing policy for the Country.

After retirement from the Indian Administrative Service, Mr. Singh was selected by the Government of India for appointment as Chairman, National Highways Authority of India (NHAI). Major policy initiatives like rescheduling of premium payable to Government, exit policy etc. during his tenure retrieved the sector from a slump. An innovative dispute resolution mechanism saw amicable settlements of disputes amounting to more than `17,000 Crore.

Mr. Singh also serves on the Boards of the following public limited companies:

• 1. Maruti Suzuki India Limited, as Non-Executive Independent Director (Member of the Audit & Corporate Social Responsibility Committees); and
• 1. Macrotech Developers Limited, as Non-Executive Director (Chairman of the Stakeholder Relationship and Risk Management committees, and also Member of the Audit, Nomination & Remuneration, Corporate Social Responsibility and Executive Committees).

Mr. Singh and his immediate relatives do not hold any equity shares in Nirlon Limited.

Mr. Singh is not related to any Promoter/Director/KMP of the Company, and has confirmed that he meets with the criteria for an Independent Director as required, and is not disqualified to act as a Director of the Company.

Mr. Singh was appointed effective from October 1, 2020 as the Chairman of the Board, Audit, Risk Management and Independent Directors' Committees. Mr. Singh is also Member of the Nomination and Remuneration and Stakeholders Relationship Committees of the Company.

Mr. Singh attended six (6) Board Meetings during the F.Y. 2020-21 through video conference.

iv. Ms. Anjali Seth (DIN 05234352), aged 62 years (D.O.B. 25-10-1958), graduated with B.A.( Honours) and LL.B.

Ms. Seth has been advising and consulting with Banks, Financial Institutions, and large Corporates as a Legal Consultant. She comes with a rich and diverse more than twenty five years experience as a professional lawyer. Very well known in the Legal Fraternity, she also has an excellent network across the corporate world.

Ms. Seth started her career as a litigation lawyer and then moved on to the corporate world. In her more than twenty five years of experience, she has advised and consulted with top banks, financial institutions and large corporates, on a range of matters including M&As, PE investments, Industrial / Employee Relations, Corporate Governance, Real Estate Negotiations etc.

Some of the positions held by Ms. Seth during her career are:

• Worked with the International Finance Corporation and gained global experience in Project Financing, client negotiations, liasoning with the Ministry of Finance, Reserve Bank of India and other Statutory and Regulatory authorities, interface with external solicitors and counsel, interaction with Headquarters on World Bank Group specific legal frame-work and advising Headquarters on local laws and regulations.

• Instrumental in getting the NBFC license for Swaadhar Finserve, a company in the Micro Finance business. She was responsible for drafting all application forms, loan documents, vendor agreements, and shareholders agreements. Ms. Seth was party to all negotiations with the investors.
• Had the opportunity to work in the UAE with their largest Realty Company, Emmar Properties; the company was in its infancy at the time. Responsibilities included vetting of drafts, entering into international contracts, negotiations, strategizing with the senior management, also framing some of the new laws and consulting with lawyers of other jurisdictions for setting up new legislations on International Project Financing.
• Was instrumental in setting up the in-house legal department of ANZ Grindlays Bank. Responsibilities included handling scam litigation along with all other legal issues of the Bank for its India operations, managing the legal team, assisting the Heads of all the businesses, structuring transactions, advising on statutory issues, drafting documents, representing the Legal Department before the group and also in all local forums internally and externally.

In addition to the above, she served with Standard Chartered Bank as their Legal Head in India. Responsibilities included handling all legal issues of the Bank for its India operations, managing the legal team assisting the Heads of all the businesses, structuring transactions, advising on statutory issues and drafting documents. Responsible for signing off all new products including trade finance, the commercial real estate business, structured finance deals introduced by the bank and representing the Legal Department in the group and also in all local forums internally and externally.

Ms. Seth also has immense experience in working in large and complex organizations and navigating complex matrix structures and the challenges that can come with them including employee relations, corporate governance, compliance and risk related matters.

Ms. Seth has completed a Certification Course for Independent Directors.

Ms. Seth also serves on the Boards of the following public limited companies:

• 1. Caprihans India Limited, as Non-Executive Independent Director ( Member of Corporate Social Responsibility and Stakeholders Relationship Committees),
• 1. Endurance Technologies Limited (CN), as Non-Executive Independent Director (Chairperson of Stakeholders

Relationship and Nomination & Remuneration Committees and Member of Audit Committee),

• 1. Kalpataru Power Transmission Limited, as Non-Executive Independent Director, (Chairperson of the Stakeholders Relationship Committee),
• 1. JMC Projects (India) Limited, as Non-Executive Independent Director (Member of Stakeholders Relationship and Audit Committees),
• 1. Centrum Capital Limited, as Non-Executive Independent Director,
• 1. Kalpataru Limited, as Non-Executive Independent Director,
• 1. Centrum Housing Finance Limited, as Non-Executive Independent Director (Chairperson of Audit and Member of Nomination & Remuneration and Risk Management Committees),

Ms. Seth and her immediate relatives do not hold any equity shares in Nirlon Limited.

Ms. Seth is not related to any Promoter / Director / KMP of the Company, and has confirmed that she meets with the criteria for an Independent Director as required, and is not disqualified to act as a Director of the Company.

Ms. Seth was appointed effective from October 1, 2020 as the Chairperson of the Nomination and Remuneration and Stakeholders Relationship Committees. She is also Member of Audit, Risk Management and Independent Directors' Committees of the Company.

Ms. Seth attended six (6) Board Meetings during the F.Y. 2020-21 through video conference.

v. Mr. Kunnasagaran Chinniah (DIN 01590108), aged 64 years (D.O.B 10-05-1957), was nominated as Director, by Reco Berry Pvt. Ltd., a Promoter of the Company, w.e.f. April 28, 2016. Thereafter, Members of the Company appointed Mr. Chinniah as a Director retiring by rotation at their 57th AGM held on September 20, 2016.

Mr. Chinniah is a qualified Chartered Financial Analyst (CFA) and his other academic qualifications include a Bachelor's Degree in Electrical Engineering from the National University of Singapore and an MBA from the University of California, Berkeley, USA.

Mr. Chinniah retired in 2013 as the Managing Director / Global Head of Portfolio, Strategy & Risk Group with GIC Special Investments (GIC SI), the Private Equity arm of the Government of Singapore Investment Corporation (GIC). He joined GIC in 1989 and held various positions with the Special Investments Department of GIC in their North American, European and Asian regions.

Mr. Chinniah also serves on the Boards of the following public limited companies:

1. Edelweiss Financial Services Ltd., as Non-Executive Independent Director (Member of Audit, Risk Management, Stakeholders Relationship, Nomination & Remuneration and IT Committees).

2. 1. Edelweiss Rural & Corporate Services Ltd., as Non-Executive Independent Director (Chairman of Audit and Member of the Nomination & Remuneration Committee).
3. 1. Edelweiss Securities Ltd., as Non-Executive Independent Director (Member of Audit, Nomination & Remuneration and Corporate Social Responsibility Committees).
4. 1. ECL Finance Ltd., as Non-Executive Independent Director (Member of Risk Management and Corporate Social Responsibility Committees).
5. 1. Edelweiss Tokio Life Insurance Co. Ltd., as Non-Executive Independent Director (Member of the Audit Committee).

Mr. Chinniah is not related to any Director / KMP of the Company, and has confirmed that he is not disqualified to act a Director of the Company.

Mr. Chinniah attended six (6) Board Meetings during the F.Y. 2020-21 through video conference.

Mr. Chinniah and his immediate relatives do not hold any equity shares in Nirlon Limited.

vi. Mr. Kunal V. Sagar (DIN 00388877), aged 53 years (DOB 06-04-1968), graduated with a B.A. in Economics.

Mr. Kunal Sagar has been occupying the office of Director since December 1995. Subsequently, Members at their Meeting held on September 24, 1997 confirmed the appointment of Mr. Kunal Sagar as joint Executive Vice Chairman of the Company, not liable to retire by rotation. Mr. Kunal Sagar resigned from the office of Executive Vice Chairman on September 25, 2015 and continues to hold the position of Promoter and Director of the Company.

Prior to joining Nirlon Limited, Mr. Kunal Sagar worked with the Republic National Bank of New York in the United States from 1990 to 1994.

Mr. Kunal Sagar does not hold directorship in any other public limited company.

He is the brother of Mr. Rahul V. Sagar, Executive Director and CEO of the Company.

Mr. Kunal Sagar is Member of Risk Management, Corporate Social Responsibility and POSH Committees of the Company.

He attended six (6) Board Meetings during the F.Y. 2020- 21 through video conference.

He holds 13,29,750 Equity Shares in the Company.

He has confirmed that he is not disqualified to act as a Director of the Company.

vii. Mr. Rahul V. Sagar (DIN 00388980), aged 50 years (28-05-1971), graduated with a B.A. in Economics.

Mr. Rahul Sagar has been occupying the office of Director since June, 2006. Subsequently, Members at their Meeting held on September 28, 2006 confirmed the

appointment of Mr. Rahul Sagar as a Director liable to retire by rotation.

Prior to joining Nirlon Limited, Mr. Rahul Sagar worked as the Chief Operating Officer of Sempertrans Nirlon Private Limited.

Mr. Rahul Sagar has been occupying the office of the Executive Director since July 1, 2009. Mr. Rahul Sagar was re-appointed w.e.f. February 1, 2016 for a period of five years by Members through Postal Ballot, and the result of the same was declared on August 29, 2016, and is not liable to retire by rotation. Mr. Rahul Sagar was additionally designated as the Chief Executive Officer of the Company effective from November 12, 2018.

Mr. Rahul Sagar was further re-appointed as Executive Director and CEO of the Company w.e.f. February 1, 2021 for a period of five years by Members through Postal Ballot, and the result of the same was declared on December 26, 2020.

Mr. Rahul Sagar does not hold directorship in any other public limited company.

Mr. Rahul Sagar is the brother of Mr. Kunal Sagar, one of the Directors of the Company.

Mr. Rahul Sagar is Member of Risk Management, Corporate Social Responsibility and POSH Committees of the Company.

He attended six (6) Board Meetings during the F.Y. 2020- 21 through video conference.

He holds 13,29,750 Equity Shares in the Company.

He has confirmed that he is not disqualified to act a Director of the Company.

viii. Mr. Sridhar Srinivasan (DIN 07240718), aged 61 years, graduated from Delhi University and is also a Chartered Accountant.

Mr. Srinivasan is a financial services expert with nearly 37 years of experience at Citigroup across Asia, Africa and Europe. During this period he built, grew and transformed businesses, holding key country and regional executive positions including CEO for three countries, Corporate Bank Head for India, Transaction Services Head for Africa and Bank Services Group Head for Central, Eastern Europe, Middle East and Africa. After his time with Citi, he joined Oliver Wyman as Partner and India Head, and is currently a senior advisor at this leading global management consulting firm. With strong personal integrity, passion, and relationship skills, he has built several winning teams comprising people from diverse cultural and professional backgrounds. He is now an established non-executive board director/advisor with companies ranging from start-ups to the largest corporations in India. His deep experience and track record helps him to work with CEOs and boards in areas such as management strategy, business transformation, governance, shareholder interests, risk, and regulatory compliance. He is also an active angel investor and mentor for early stage start-ups.

Mr.Srinivasan also serves on the Boards of various public limited companies:

• 1. Oracle Financial Services Software Limited, Non Executive Independent Director (Chairman of Risk Management and Member of Audit, Stakeholders Relationship, and Nomination & Remuneration Committees).
• 1. Bank of Baroda, Non Executive Independent Director (Chairman of Audit, Stakeholders Relationship, Information Technology Strategy and Member of Risk Management, Nomination & Remuneration Committees).

Mr. Srinivasan and his immediate relatives do not hold any equity shares in Nirlon Limited.

Mr. Srinivasan is not related to any Promoter / Director / KMP of the Company, and has confirmed that he meets with the criteria for an Independent Director as required, and is not disqualified to act as a Director of the Company.

Mr. Srinivasan was appointed effective from October 1, 2020 as the Chairman of the Corporate Social Responsibility and Member of Audit, Nomination and Remuneration, Stakeholders Relationship and Independent Directors' Committees of the Company.

Mr. Srinivasan attended three (3) Board Meetings during the F.Y. 2020-21 through video conference.

Chart setting out the skills / expertise / competencies of the Board of Directors

Sr. No.	Name of the Director	Education / Professional qualifications	Experience (approx. in Years)	Core skills / expertise / competencies in the context of the business and sector in which the Company operates	Name of the other public limited companies in which the Director held Chairmanships / Memberships during the F.Y. 2020-21
1	Mr. Moosa Raza ( up to September 30, 2020 )	Padma Bhushan recipient, IAS (Retired)	51 years	Administration, Management, Finance, Real Estate, Production, Operations, Accounts and Audits	National Waqf Development Corporation Limited
2	Mr. Arjan Gurbuxani ( up to September 30, 2020)	B.A. (Hons.), LL.B, C.A.I.I.B.	44 years	Administration, Management, Finance, Real Estate, Accounts and Audits	None
3	Mr. Rajinder Pal Singh	Post graduate in Mathematics from Advanced Centre for Pure Mathematics, Punjab University, Chandigarh, IAS (Retired)	46 years	Administration, Management, Finance, Real Estate, Accounts and Audits	1. Maruti Suzuki India Limited, as Non Executive Independent Director (Member of the Audit & Corporate Social Responsibility Committees); and 2. Macrotech Developers Limited, as Non-Executive Director (Chairman of the Stakeholder Relationship and Risk Management committees, and also Member of the Audit, Nomination & Remuneration, Corporate Social Responsibility and Executive Committees)
4	Ms. Anjali Seth	B.A. (Hons.) and LL.B.	36 years	Law , Strategy, Industrial Relations	1. Caprihans India Limited, as Non Exertive Independent Director ( Member of Corporate Social Responsibility and Stakeholders Relationship Committees), 2. Endurance Technologies Limited (CN), as Non-Executive Independent Director (Chairperson of Stakeholders Relationship and Nomination & Remuneration Committees and Member of Audit Committee), 3. Kalpataru Power Transmission Limited, as Non-Executive Independent Director, (Chairperson of the Stakeholders Relationship Committee), 4. JMC Projects (India) Limited, as Non-Executive Independent Director ( Member of Stakeholders Relationship and Audit Committees), 5. Centrum Capital Limited, as Non Executive Independent Director, 6. Kalpataru Limited, as Non-Executive Independent Director, 7. Centrum Housing Finance Limited, as Non-Executive Independent Director (Chairperson of Audit and Member of Nomination & Remuneration and Risk Management Committees)

5.	Mr. Kunnasagaran Chinniah	Chartered Financial Analyst, Bachelor in Electrical Engineering, MBA	32 years	Management, Finance, investments, Accounts, Audit, and Real Estate	1. Edelweiss Financial Services Ltd., a listed Company, as Non-Executive Independent Director (Member of Audit, Risk Management, Stakeholders Relationship, Nomination & Remuneration and IT Committees). 2. Edelweiss Rural & Corporate Services Ltd., as Non-Executive Independent Director (Chairman of Audit and Member of the Nomination & Remuneration Committee). 3. Edelweiss Securities Ltd., as Non Executive Independent Director (Member of Audit, Nomination & Remuneration and Corporate Social Responsibility Committees) 4. ECL Finance Ltd., as Non-Executive Independent Director (Member of Risk Management and Corporate Social Responsibility Committees). 5. Edelweiss Tokio Life Insurance Co. Ltd., as Non-Executive Independent Director
6.	Mr. Kunal V. Sagar	B.A. in Economics	32 years	Administration, Management, Real Estate, Finance, Accounts, Audits, Production and	(Member of the Audit Committee). None
7.	Mr. Rahul V. Sagar	B.A. in Economics	27 years	Operations Administration, Management, Real Estate, Finance, Accounts, Audits, Production and Operations	None
8	Mr. Sridhar Srinivasan (w.e.f. September 29,2020)	B.com, Chartered Accountant	37 years	Accounts, Audit, Banking, Management Strategy, Business transformation, Governance, Shareholder interests, Risk, and Regulatory compliance	1. Oracle Financial Services Software Limited, Non – Executive Independent Director (Chairman of Risk Management and Member of Audit, Stakeholders Relationship, and Nomination & Remuneration Committees). 2. Bank of Baroda, Non – Executive Independent Director (Chairman of Audit, Stakeholders Relationship, Information Technology Strategy and Member of Risk Management, Nomination & Remuneration Committees)

Notes:

a. Other than as disclosed here, there are no inter-se relationships between the Board Members.

b. Based on the respective disclosures made by the Directors including Independent Directors, no Director of the Company was holding the office of Director in more than seven (7) listed entities, and was a member of more than 10 (ten) Committees or acted as Chairperson of more than five (5) Committees, across all the companies in which he / she was a Director.

The necessary disclosures regarding Committee positions have been made by the Directors.

• c. None of the Directors held Directorships in more than twenty (20) Indian companies including ten (10) public limited companies.
• d. None of the Independent Directors of the Company served as Independent Director in more than 7 listed companies.
• e. None of the Independent Directors is a Whole Time Director in any other company.
• f. All Independent Directors of the Company have been appointed as per the provisions of the Companies Act, 2013.
• g. Formal letters of appointment have been issued to the Independent Directors.
• h. The meeting of the Independent Directors' Committee of the Company was held on Wednesday, February 10, 2021.
• i. The Board of Directors of the Company have confirmed that the Independent Directors meet with the criteria as laid down under the Companies Act, 2013 and the SEBI LODR, 2015.
• C. Particulars of Directors' attendance at Board Meetings during the Financial Year 2020-2021, at the last Annual General Meeting, the number of Directorships, Chairmanships / Memberships of Committees held by Directors on the Board of various other public / listed companies, and the Shareholding of Directors in the Company as on March 31, 2021:

Sr. No.	Name of the Director	Category	Relationship with other Directors	Meeting Attendance Particulars		Directorships in other Public Ltd. Company / ies	Director ships in other Listed Company	Audit and Stakeholders Relationship Committee Memberships in other Companies		Share holding in Nirlon Limited
				Board	L a s t AGM		/ ies	Chairman	Member
1.	Mr. Moosa Raza (up to September 30,2020)	NEID & C	None	4	Yes	1	-	-	-	Nil
2.	Mr. Arjan R. Gurbuxani (up to September 30,2020)	NEID*	None	4	Yes	-	-	-	-	724
3	Mr. Rajinder Pal Singh (appointed as the Chairman of the Board effective from October 1,2020)	NEID & C	None	6	Yes	2	1	1	2	Nil
4.	Ms. Anjali Seth	NEID*	None	6	Yes	7	5	3	4	Nil
5.	Mr. Kunnasagaran Chinniah	NED*	None	6	Yes	5	1	1	4	Nil
6.	Mr. Kunal V. Sagar	NED & P	Brother of Mr. Rahul Sagar	6	Yes	-	-	-	-	13,29,750
7.	Mr. Rahul V. Sagar	ED & CEO & P	Brother of Mr. Kunal Sagar	6	Yes	-	-	-	-	13,29,750
8.	Mr. Sridhar Srinivasan (w.e.f. September 29,2020)	NEID*	None	3	No	2	2	2	2	Nil

*C: Chairman, ED: Executive Director, CEO: Chief Executive Officer, NED: Non-Executive Director, NEID: Non-Executive Independent Director, & P: Promoter AC: Audit Committee, SRC: Stakeholders Relationship Committee

a. Mr. Moosa Raza occupied position of the Chairman of the Board up to September 30, 2020.

b. Mr. Kunal V. Sagar held the position of Promoter & Executive Vice Chairman up to September 25, 2015, and thereafter he continues as a Promoter and NED.

• c. Mr. Rajinder Pal Singh occupied position of the Chairman of the Board w.e.f. October 01, 2020.
• d. Mr. Rahul V. Sagar is the Executive Director & C.E.O. of the Company.
• e. Mr. Kunnasagaran Chinniah was inducted by Reco Berry Pvt. Ltd., one of the Promoters of the Company, w.e.f. April 28, 2016.
• f. The terms of Mr. Moosa Raza and Mr. Arjan Gurbuxani, Independent Directors, expired on September 30, 2020 since they had each respectively completed their second term.
• g. The Board appointed Mr. Srinivasan as an additional Non - Executive Independent Director w.e.f. September 29, 2020 subject to ratification by Members of the Company at their General Body Meeting.
• h. All Directors, except Mr. Kunal V. Sagar, Mr. Rahul V. Sagar and Mr. Kunnasagaran Chinniah are Independent and Non- Executive Directors.
• i. Based on the respective disclosures made by the Directors, none of the Directors is a member in more than ten (10) Committees and acts as a Chairman in more than five (5) Committees across all companies in which he / she is a Director.
• j. All Board and Committee meetings during the F.Y. 2020- 21 were held through Video Conferencing.
• k. The 61st AGM of the Company was held through Video Conferencing.

(6) times on the following dates: Sr. No. Date of Board Meetings 1. June 30, 2020 2. August 14, 2020 3. August 31, 2020 4. September 29,2020

During the Financial Year 2020-2021, the Board met six

The maximum time gap between any two Meetings was not more than 120 days.

The Company provided video conferencing facilities to all Directors to attend the Meetings and all Directors have attended meetings through video conferencing.

The web link where details of familiarization programmes imparted to Independent Directors are disclosed and displayed on the website of the Company is given below: http://www.nirlonltd.com/pdf/familiarization_%20 programme_ids.pdf

D. Training of Board Members

1. November 13, 2020 6. February 10, 2021

Non-Executive Directors are associated with the Company for some time. Additionally, regular presentations are made to all Non-Executive Independent Directors to give them updates and details of the Company's operations, including new activities undertaken and proposed activities.

E. Mechanism for Evaluating Board Members

One of the key functions of the Board is to monitor and review the Board evaluation framework. Discussions and feedback are a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying areas for possible improvements. Each Board Member is requested to evaluate the effectiveness of Board dynamics and relationships, information flow, decision making of Directors, relationship to stakeholders, Company performance, Company strategy, and the effectiveness of the whole Board and its various Committees.

Independent Directors have three key roles i.e. Governance, Control and Guidance. The performance indicators on which the independent Directors are evaluated include:

• a. Ability to contribute to and monitor corporate governance practices;
• b. Ability to contribute by introducing international best practices to address senior management issues;
• c. Active participation in long term strategic planning; and
• d. Commitment to the fulfillment of Directors' obligations and fiduciary responsibilities, which include to attend and participate in Board, Committee and separate Independent Directors' Meetings as well to attend the Annual General Meeting.
• F. The Board of Directors of the Company opined that the Independent Directors fulfill the conditions specified in the SEBI LODR, and are independent of the Management.
• G. Pursuant to the Regulation 34 (3) sub clause 10 (i) of Clause C of Schedule V of the SEBI LODR, 2015, the Company has obtained a certificate from Alwyn Jay & Co., Practising Company Secretaries, Mumbai stating that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI / MCA or any such Statutory Authorities as on March 31, 2021.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS [Pursuant to Regulation 34(3) read with sub-clause (10) (i) of Clause C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To,

The Members of Nirlon Limited,

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Nirlon Limited having CIN: L17120MH1958PLC011045 and having registered office at Pahadi Village, Goregaon East, Mumbai – 400063 (hereinafter referred to as "the Company"), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with sub-clause (10) (i) of Clause C of Schedule V of the Securities Exchange Board

of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal http://www.mca.gov.in as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Sr. No.	Name of Director	DIN	Designation	Date of Appointment
1.	Kunal Virenchee Sagar	00388877	Director	25/09/2015
2.	Rahul Virenchee Sagar	00388980	Whole Time Director	01/04/2015
3.	Kunnasagaran Chinniah	01590108	Nominee Director	28/04/2016
4.	Rajinder Pal Singh	02943155	Director	13/05/2019
5.	Anjali Karamnarayan Seth	05234352	Director	13/05/2019
6.	Sridhar Srinivasan	07240718	Additional Director	29/09/2020

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these based on our verification.

This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For ALWYN JAY Co. Company Secretaries Sd/- (Alwyn D'souza - FCS.5559) (Partner) (Certificate of Practice No. 5137) (UDIN: F005559C000777651)

Mumbai, August 13, 2021

Office Address:

Annex-103, Dimple Arcade Asha Nagar, Kandivali (East), Mumbai 400 101.

H. Pursuant to the Regulation 24 (A) of the SEBI LODR, the Company has obtained a Secretarial Compliance report from Ragini Chokshi & Co., Company Secretaries, Mumbai, and filed the report with the BSE Ltd. in PDF format as well as in XBRL format, and also uploaded the same on the Company's website.

3. Audit Committee (AC)

• i. Role of the Audit Committee is as under:
• 1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that Financial Statements are correct, sufficient and credible;
• 1. Recommending to the Board the appointment, remuneration and terms for Auditors of the Company;
• 1. Approval of payment to the Statutory Auditors for any other services rendered by the Statutory Auditors;
• 1. Reviewing with the Management the Annual Financial Statements and the Auditors Report before submission to the Board for approval, with particular reference to:
• a. Matters required to be included in the Directors' Responsibility Statement to be included in the Board's Report in terms of Section 134 (3) (c) of the Companies Act, 2013;
• b. Changes, if any, in accounting policies, practices, and reasons for the same;
• c. Major accounting entries involving estimates based on the exercise of judgment by the Management;
• d. Significant adjustments made in the Financial Statements arising out of audit findings;
• e. Compliance with the SEBI LODR and other legal requirements relating to the Financial Statements;
• f. Disclosure of any related party transactions;
• g. Draft audit report;
• 1. Reviewing with the Management the Quarterly Financial Statements before submission to the Board for approval;
• 1. Reviewing with the Management the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice, the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take steps in the matter as may be required;
• 1. Review and monitor the Auditors' independence and performance, and effectiveness of the audit process;
• 1. Approval or any subsequent modification of transactions of the Company with related parties;
• 1. Scrutiny of inter corporate loans and investments;
• 1. Valuation of undertakings or assets of the Company, wherever it is necessary;
• 1. Evaluation of internal financial controls and risk management systems;
• 1. Reviewing with the Management the performance of the Statutory and the Internal Auditors, and adequacy of the internal control systems;
• 1. Reviewing the adequacy of the internal audit function including the structure of the appointment of the Internal Auditor, remuneration, internal audit department, reporting structure, coverage and frequency of the internal audit;

• 1. Discussion with the Internal Auditors on any significant findings and follow up thereon;
• 1. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity, or a failure of internal control systems of a material nature and reporting the matter to the Board;
• 1. Discussion with the Statutory Auditors before the audit commences, about the nature and scope of the audit, as well as post-audit discussion to ascertain any areas of concern;
• 1. To look into reasons for substantial defaults in the payment to lenders, depositors, debentureholders, Shareholders / Members (in case of non-payment of declared dividends) and creditors, if any;
• 1. To review the functioning of the Whistle Blower Mechanism;
• 1. Approval of appointment of the CFO (i.e., the whole- time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; and
• 1. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
• 1. The appointment of the Cost Auditor, remuneration and Cost Audit.
• ii. The Audit Committee as constituted and re-constituted by the Board of Directors of the Company during the Year was as under:
• a. For the period April 1, 2020 to September 30, 2020 Consisted of 4 (four) Independent Non-Executive Directors, viz. Mr. Moosa Raza (Chairman), Mr. Arjan R. Gurbuxani, Mr. Rajinder Pal Singh and Ms. Anjali Seth.
• b. For the period October 1, 2020 to March 31, 2021 Consisted of 3 (three) Independent Non-Executive Directors, viz. Mr. Rajinder Pal Singh (Chairman), Ms. Anjali Seth and Mr. Sridhar Srinivasan.
• iii. The constitution of this Audit Committee meets with the requirement of the Listing Agreement and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as applicable. The terms of reference for the Audit Committee and frequency of Meetings meet the requirements of law.
• iv. Mr. Jasmin K. Bhavsar, Company Secretary, Vice President (Legal) & Compliance Officer of the Company is the Secretary of the Audit Committee.
• v. During the F.Y. 2020-21, the Audit Committee met five (5) times on the following dates and the details of the Members' of the Audit Committee attendance are as stated below:

Sr. no.	Name of Members	June 30, 2020	August 14, 2020	August 31, 2020	November 13, 2020	February 10, 2021
1	Mr. Moosa Raza (up to September 30, 2020)	Yes	Yes	Yes	-	-
2	Mr. Arjan R. Gurbuxani (up to September 30, 2020)	Yes	Yes	Yes	-	-
3	Mr. Rajinder Pal Singh	Yes	Yes	Yes	Yes	Yes
4	Ms. Anjali Seth	Yes	Yes	Yes	Yes	Yes
5	Mr. Sridhar Srinivasan (w.e.f. October 1, 2020 )	-	-	-	Yes	Yes

The Company provided video conferencing facilities to all Members of the Committee to attend the Meetings and all Members of the Committee have attended meetings through video conferencing.

4. Stakeholders Relationship Committee(SRC)

i. Role of the SRC is as under:

• 1. Resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new / duplicate certificates, general meetings etc.;
• 1. Review of measures taken for effective exercise of voting rights by Shareholders;
• 1. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Share Transfer Agent; and
• 1. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by Shareholders of the Company.
• ii. The Stakeholders Relationship Committee as constituted and re-constituted by the Board of Directors of the Company during the Year was as under:
• a. For the period April 1, 2020 to September 30, 2020 Consisted of 4 (four) Independent Non-Executive Directors, viz. Mr. Moosa Raza (Chairman), Mr. Arjan R. Gurbuxani, Mr. Rajinder Pal Singh and Ms. Anjali Seth.
• b. For the period October 1, 2020 to March 31, 2021 Consisted of 3 (three) Independent Non-Executive Directors, viz. Ms. Anjali Seth (Chairperson), Mr. Rajinder Pal Singh and Mr. Sridhar Srinivasan.

• iii. The Committee specifically looks into redressing of Members complaints like transfer of shares, non-receipt of balance sheet, etc. The Committee ensures that the grievances of investors are attended to promptly, besides taking pro-active action for a high level of investor service. The Committee aims to focus the attention of the Company on Members' grievances and helps the Management in the redressal of their grievances.
• iv. The Committee also looks after redressal of investors' grievances and performance of the Share Transfer Agent of the Company.
• v. During the F.Y. 2020 2021, 3 number of complaints were received; 0 (zero) number of complaints were not solved to the satisfaction of the shareholders, and 0 (zero) number of complaints were pending during the F.Y.2020- 21.
• vi. The Board has designated Mr. Jasmin K. Bhavsar, Company Secretary & Vice President (Legal) as the Compliance Officer.
• vii. Mr. Jasmin K. Bhavsar, Company Secretary, Vice President (Legal) & Compliance Officer of the Company is the Secretary of the Stakeholders Relationship Committee.

The Company has designated an e-mail address: share@nirlonltd.com for registering complaints by Members. The Company's details are displayed at the Company's website www.nirlonltd.com.

viii. During the F.Y. 2020-2021, the Stakeholders Relationship Committee met four (4) times on the following dates and the details of the Members' of the Stakeholder Relationship Committee attendance are as stated below:

Sr. no.	Name of Members	June 30,2020	August 14, 2020	November 13, 2020	February 10, 2021
1	Mr. Moosa Raza (up to September 30, 2020)	Yes	Yes	-	-
2	Mr. Arjan R. Gurbuxani (up to September 30, 2020)	Yes	Yes	-	-
3	Mr. Rajinder Pal Singh	Yes	Yes	Yes	Yes
4	Ms. Anjali Seth	Yes	Yes	Yes	Yes
5	Mr. Sridhar Srinivasan (w.e.f. October 1, 2020 )	-	-	Yes	Yes

The Company provided video conferencing facilities to all Members of the Committee to attend the Meetings and all Members of the Committee have attended meetings through video conferencing.

5. Nomination and Remuneration Committee (NRC)

i. Role of the NRC is as under:

• 1. To formulate criteria for determining qualifications, attributes and independence of a Director;
• 1. To recommend to the Board a policy relating to remuneration of Directors, Key Managerial Personnel and other employees;
• 1. To recommend to the Board the appointment and removal of Key Managerial Personnel and Senior Management;
• 1. To identify persons who are qualified to become Directors and who may be appointed to senior management in accordance with the criteria laid down, and recommending to the Board their appointment and / or removal;
• 1. To recommend extending or continuing the term of appointment of the Independent Directors, on the basis of the report on performance evaluation of Independent Directors;
• 1. To carry out evaluation of a Director's performance and recommend to the Board appointment / removal based on his / her performance;
• 1. To recommend to the Board :
• a. the policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management; and
• b. the Executive Director / s remuneration and incentive structure;
• 1. To make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provisions of law and the service contract;
• 1. To ensure that the level and composition of remuneration is reasonable and sufficient, and meets appropriate benchmarks;
• 1. To devise a policy on Board diversity;
• 1. To develop a succession plan for the Board and to regularly review the plan;
• 1. To monitor the Company's ESOP Plan;
• 1. To ensure that there is an appropriate induction and training programme in place for new Directors and Members of Senior Management and reviewing its effectiveness;
• 1. To ensure that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;
• 1. To identify and recommend Directors who are to be put forward for retirement by rotation;

• 1. To determine the appropriate size, diversity and composition of the Board;
• 1. To set a formal and transparent procedure for selecting new Directors for appointment to the Board;
• 1. To evaluate the performance of the Board Members and Senior Management in the context of the Company's performance from a business and compliance perspective;
• 1. To delegate any of its powers to one or more of its Members or to the Secretary of the NRC;
• 1. To recommend any necessary changes to the Board;
• 1. To review Directors' and Officers' liability insurance taken by the Company for Directors, Key Managerial Personnel and Senior Management; and
• 1. To consider any other matters as may be requested by the Board.
• ii. The Nomination and Remuneration Committee as constituted and re-constituted by the Board of Directors of the Company during the Year was as under:
• a. For the period April 1, 2020 to September 30, 2020 Consisted of 4 (four) Independent Non-Executive Directors, viz. Mr. Arjan R. Gurbuxani (Chairman), Mr. Moosa Raza, Mr. Rajinder Pal Singh and Ms. Anjali Seth.
• b. For the period October 1, 2020 to March 31, 2021 Consisted of 3 (three) Independent Non-Executive Directors, viz. Ms. Anjali Seth (Chairperson), Mr. Rajinder Pal Singh and Mr. Sridhar Srinivasan.
• iii. The Chairman of the NRC may be present at the Annual General Meeting to answer Shareholders' / Members' queries. The Chairman of the Meeting will decide who should answer Members' queries.
• iv. Mr. Jasmin K. Bhavsar, Company Secretary, Vice President (Legal) & Compliance Officer of the Company is the Secretary of the Nomination & Remuneration Committee.
• v. During the F.Y. 2020- 2021, the Nomination & Remuneration Committee met four (4) times on the following dates and the details of the Directors' attendance are as stated below:

Sr. no.	Name of Members	June 30, 2020	September 29, 2020	November 13, 2020	February 10, 2021
1	Mr. Moosa Raza (up to September 30, 2020)	Yes	Yes	-	-
2	Mr. Arjan R. Gurbuxani (up to September 30, 2020)	Yes	Yes	-	-

3	Mr. Rajinder Pal Singh	Yes	Yes	Yes	Yes
4	Ms. Anjali Seth	Yes	Yes	Yes	Yes
5	Mr. Sridhar Srinivasan (w.e.f. October 1, 2020 )	-	-	Yes	Yes

The Company provided video conferencing facilities to all Members of the Committee to attend the Meetings and all Members of the Committee have attended meetings through video conferencing.

6. Corporate Social Responsibility Committee(CSRC)

i. Role of the CSRC is as under:

• 1. To provide, for the Boards' review and approval, CSR related disclosures which are required to be made to the Board and by the Board, pursuant to the Act and the Rules, including the prescribed disclosures which are to be made as part of the Boards' annual report on CSR activities.
• 1. To disclose the composition of the CSRC in the Board's Report;
• 1. To formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII to the Act;
• 1. To recommend the amount of expenditure to be incurred on CSR activities;
• 1. To monitor the CSR Policy of the Company from time to time;
• 1. To disclose contents of the CSR Policy in its report and also place it on the Company's website, if any, in such manner as may be prescribed;
• 1. To ensure that the activities as included in the CSR Policy of the Company are undertaken by the Company;
• 1. To ensure that the Company spends, in every financial year, at least 2 (two) % of the average net profits of the Company made during the three immediately preceding financial years, in pursuance of its CSR Policy;
• 1. To satisfy itself that the funds so disbursed have been utilised for the purposes and in the manner as approved by it, and CFO shall certify to that effect.
• 1. To formulate and recommend to the Board an annual action plan which includes the following (to the extent required under applicable law):
• List of CSR projects and/ or programmes that are approved to be undertaken in the areas or subjects specified in schedule VII of the Act;

• The manner and execution of such projects and/ or programmes as per the CSR implementation:
• The modalities of utilization of funds; implementation schedules for the projects and/ or programmes;
• Details of need and impact assessment, if any, for the projects undertaken by the Company.
• ii. The Corporate Social Responsibility Committee as constituted and re-constituted by the Board of Directors of the Company during the Year was as under:
• a. For the period April 1, 2020 to September 30, 2020 Consisted of 3 (three) Directors, viz. Mr. Moosa Raza (Chairman and Non-Executive Independent Director), Mr. Kunal V. Sagar and Mr. Rahul V. Sagar.
• b. For the period October 1, 2020 to March 31, 2021 Consisted of 3 (three) Directors, viz. Mr. Sridhar Srinivasan (Chairman and Non-Executive Independent Director), Mr. Kunal V. Sagar and Mr. Rahul V. Sagar.
• iii. The Committee shall formulate and recommend to the Board the following:
• a. Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII to the Act.
• b. To recommend the amount of expenditure to be incurred on CSR activities.
• c. To select, implement and monitor the CSR activities and formulation of the annual action plan;
• d. To ensure that the Company spends in every financial year, at least 2 (two) % of the average net profits of the Company made during the 3 (three) preceding financial years.
• iii. Mr. Jasmin K. Bhavsar, Company Secretary, Vice President (Legal) & Compliance Officer of the Company is the Secretary of the Corporate Social Responsibility Committee.
• iv. During the F.Y. 2020-2021, the Corporate Social Responsibility Committee met three (3) times on the following dates and the details of the Members' of the Corporate Social Responsibility Committee attendance are as stated below:

Sr. no.	Name of Members	June 30, 2020	November 13, 2020	February 10, 2021
1	Mr. Moosa Raza (up to September 30, 2020)	Yes	-	-
2	Mr. Kunal V. Sagar	Yes	Yes	Yes
3	Mr. Rahul V. Sagar	Yes	Yes	Yes
4	Mr. Sridhar Srinivasan (w.e.f. October 1,2020 )	-	Yes	Yes

The Company provided video conferencing facilities to all Members of the Committee to attend the Meetings and all Members of the Committee have attended meetings through video conferencing.

7. Risk Management Committee(RMC)

• i. Role of the RMC is as under:
• 1. To disclose the composition of the RMC in the Board's Report;
• 1. To formulate and recommend to the Board a Risk Management Plan;
• 1. To recommend the methods and procedures to be followed by the Company with respect to risk assessment and minimization;
• 1. To monitor and review the Risk Management Plan of the Company from time to time;
• 1. To disclose contents of such Plan in its annual report and also place it on the Company's website, if any, in such manner as may be prescribed;
• 1. To formulate, adopt, implement, and review various methods in order to achieve the following:
  2. create value resources expended to mitigate risk should be less than the consequence of inaction, or (as in value engineering), the gain should exceed the pain
  3. be an integral part of organizational processes
  4. be part of the decision making process
  5. explicitly address uncertainty and assumptions
  6. have systematic and structured processes
  7. be based on the best available information
  8. be tailorable
  9. take human factors into account
  10. be transparent and inclusive
  11. be dynamic, iterative and responsive to change
  12. be capable of continual improvement and enhancement
  13. be continually or periodically re-assessed the following:
• 1. To identify and characterize threats;
• 1. To assess the vulnerability of critical assets to specific threats;
• 1. To determine the risk (i.e. the expected likelihood and consequences of specific risks for specific assets);
• 1. To identify ways to reduce these risks;
• 1. To prioritize risk reduction measures based on a strategy.
• ii. The Risk Management Committee as constituted and re-constituted by the Board of Directors of the Company during the Year was as under:

• a. For the period April 1, 2020 to September 30, 2020 Consisted of 5 (five) Directors, viz. Mr. Arjan Gurbuxani (Chairman and Non-Executive Independent Director), Mr. Rajinder Pal Singh (Non-Executive Independent Director), Ms. Anjali Seth (Non-Executive Independent Director) , Mr. Kunal V. Sagar and Mr. Rahul V. Sagar.
• b. For the period October 1, 2020 to March 31, 2021 Consisted of 4 (four) Directors, viz. Mr. Rajinder Pal Singh (Chairman and Non-Executive Independent Director), Ms. Anjali Seth (Non-Executive Independent Director), Mr. Kunal V.Sagar and Mr. Rahul V. Sagar.
• iii. Mr. Jasmin K. Bhavsar, Company Secretary, Vice President (Legal) & Compliance Officer of the Company is the Secretary of the Risk Management Committee.
• iv. During the F.Y. 2020-2021, the Risk Management Committee met once and the details of the Members'

of the Risk Management Committee attendance are as stated below:

Sr. no.	Name of Members	February 10, 2021
1	Mr. Arjan Gurbuxani (up to September 30, 2020)	-
2.	Mr.Rajinder Pal Singh	Yes
3.	Ms. Anjali Seth	Yes
4.	Mr. Kunal V. Sagar	Yes
5.	Mr. Rahul V. Sagar	Yes

The Company provided video conferencing facilities to all Members of the Committee to attend the Meetings and all Members of the Committee have attended meetings through video conferencing.

8. Details of Remuneration paid to all Directors for the F.Y. ended March 31, 2021 are as follows:

							(` in Lakh)
Sr.	Name of the Director	Salary	PF*	VC*	Sitting fees**	Total	Service contract
No.							/ Notice period /
							severance fees
1.	Mr. Moosa Raza	0	0	0	12.00	12.00	N.A.
	( up to September 30,2020)
2.	Mr. Arjan R. Gurbuxani	0	0	0	11.00	11.00	N.A.
	( up to September 30,2020)
3.	Mr. Rajinder Pal Singh	0	0	0	21.00	21.00	N.A.
4.	Ms. Anjali Seth	0	0	0	21.00	21.00	N.A.
5.	Mr. Kunnasagaran Chinniah	0	0	0	6.00	6.00	N.A.
6.	Mr. Kunal V. Sagar	0	0	0	9.00	9.00	N.A.
7.	Mr. Rahul V. Sagar	98.00	7.68	128.00	0	233.68	Agreement for a
							period of five years
							w.e.f. February 1,
							2021 -Three month
							notice
8.	Mr. Sridhar Srinivasan	0	0	0	13.00	13.00	N.A.
	( w.e.f. September 29, 2020)

* PF: Provident Fund & VC: Variable Compensation

VC paid to the Executive Director & CEO on the basis of performance and achievements (@ 200% of basic salary paid for the F.Y. 2020-21) approved by the Board based on recommendations given by the Nomination & Remuneration Committee.

Non-Executive Directors receive remuneration by way of sitting fee for attending meetings of the Board and /or Committee thereof.

** Inclusive of Board Meetings, Meetings of the Audit, the Stakeholders Relationship, the Nomination & Remuneration, the Corporate Social Responsibility & Risk Management Committees and Independent Directors Meeting.

None of the Non-Executive Directors of the Company draws any remuneration except Sitting Fees.

9. Prevention of Sexual Harassment (POSH) Committee The POSH Committee as constituted and re-constituted during the Year was as under:

• a. For the period April 1, 2020 to September 30, 2020 Consisted of 4 (four) Members, viz. Mr. Moosa Raza, Mr. Arjan Gurbuxani, Advocate Ms. Madhvi Deshpande Ravuri, and concerned Ethics Officer/head HR at location.
• b. For the period October 1, 2020 to March 31, 2021 Consisted of 4 (four) Members, viz. Ms. Madhvi Deshpande Ravuri, Mr. Kunal V.Sagar, Mr. Rahul V. Sagar and HR/ Compliance Officer.

There was no complaint pertaining to sexual harassment during the Year under review.

10. General Body Meetings:

A. Annual General Meetings (AGMs)

a. Location and time where the last 3 (three) AGMs were held:

AGM	F.Y.	Day and	Venue of the	Time
		Date	Meeting
59th	2017	Wednesday,	Registered	11.30 a.m.
	-2018	September	Office of the	(IST)
		26, 2018	Company
60th	2018-	Tuesday,	Registered	12.00 noon
	2019	September	Office of the	(IST)
		3, 2019	Company
61st	2019-	Tuesday,	Through Video	12.00 noon
	2020	September	Conferencing	(IST)
		29, 2020	( VC) / Other
			Audio Visual
			Means ( OAVM)

b. There were no Special Resolutions passed in the previous three (3) AGMs except in the 59th AGM of the Company.

The description of the Special Resolutions passed in the 59th AGM are given below:

• i. Re-appointment of Mr. Moosa Raza (DIN 00145345), aged 81 years, as a Non-Executive Independent Director for period of eighteen (18) months effective from April 1, 2019.
• ii. Re-appointment of Mr. Arjan Gurbuxani (DIN 00425885), aged 84 years, as a Non-Executive Independent Director for period of eighteen (18) months effective from April 1, 2019.
• iii. Continuation of Mrs. Rajani Bhagat (DIN 00870716), aged 79 years as a Director of the Company.

B. Postal Ballot

A Postal Ballot was conducted by the Company during the last F.Y. i.e. 2019 – 2020.

No

However, the Company had conducted a Postal Ballot Process during the F.Y.2020-21; the details of the same are given below:

• a. The Company issued Postal Ballot notice dated November 21, 2020 seeking Members' approval by way of a Special Resolution for appointment of Mr. Rahul V. Sagar (DIN 00388980) as Executive Director and CEO of the Company and payment of his Managerial Remuneration for a period of 5 (five) years w.e.f. February 1, 2021 to January 31, 2026.
• b. The Board of Directors appointed Mr. Alwyn D'souza, Partner of Alwyn Jay & Co., Company Secretaries as scrutinizer for conducting the Postal Ballot process

for seeking Members assent / dissent for the above stated business as contained in the Postal Ballot Notice dated November 21, 2020.

• c. Mr. Alwyn D'souza has carried out the work as a Scrutinizer from the close of working hours on December 26, 2020.
• d. The Company appointed Link Intime India Pvt. Ltd, ("LIIPL") to provide an e-voting facility to its members whereby Members having shares in Dematerialized Mode and in Physical Form may vote by way of remote e-voting.
• e. The result was declared on December 26, 2020 and the same was filed with the BSE Ltd., and also uploaded at the Company's website.

The detail of the Postal Ballot result is given below: By way of a Special Resolution

Appointment of Mr. Rahul V. Sagar (DIN 00388980) as Executive Director and CEO of the Company and payment of his Managerial Remuneration for a period of 5 (five) years w.e.f. February 1, 2021 to January 31, 2026

(i) Voted in favour of the resolution:

Particulars of Postal Ballot Voting	Number of Members who voted	Number of votes cast by them	% of total number of valid votes cast
E-voting	31	6,33,42,820	100
TOTAL	31	6,33,42,820	100

(ii) Voted against the resolution:

Particulars of Postal Ballot Voting	Number of Members who voted	Number of votes cast by them	% of total number of valid votes cast
E-voting	1	7	0.00
TOTAL	1	7	0.00

(iii) Invalid / Abstained votes:

Particulars of Postal Ballot Voting	Total number of Members whose votes were declared invalid / abstained	Total number of votes cast by them
E-voting	-	-
TOTAL	-	-

C. At present, there is no proposal for passing of any special resolution by way of a Postal Ballot.

11. Means of Communication:

• i. Financial Results (Quarterly Un-audited and Audited Financial Results)
• a. Quarterly, Un-audited and Yearly Audited financial results of the Company are sent to the BSE Limited within the prescribed period after they are approved by the Board.
• b. They are also published as required in the prescribed pro-forma within 48 hours of the conclusion of the Meeting of the Board in which they are considered, and displayed at the Company's website.

ii. Newspapers in which results are published

Business Standard (English daily), Navakal (Marathi daily)

iii. Website where displayed

www.nirlonltd.com

iv. Official News Releases

Whenever applicable, the Company also puts out official news releases.

v. Presentations made to Institutional Investors / Analysts'

There was no presentation made during the F.Y. 2020-2021.

The Company has started making presentations to Institutional Investors / Analysts' w.e.f. June 2021 onwards, by way of quaterly earnings calls.

12. Investor Relations (IR) Presentation

The Company has been sending a quarterly IR presentation to the BSE Ltd. and uploading the same on its website.

13. General Shareholder Information:

i. 62nd Annual General Meeting:

Day & Date: Wednesday, September 29, 2021 Time: 12.00 noon (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM")

• ii. 63rd Annual General Meeting: on or before September 30, 2022 (tentative)
• iii. Financial Year: April 1, 2021 to March 31, 2022
• iv. Board Meetings to adopt the accounts (tentative*)
• 1st Quarter of 2021-22:

April – June 2021 quarter results – Meeting held on Friday, August 13, 2021

• *2nd Quarter of 2021-2022: July – September 2021 quarter results – Tuesday, November 9, 2021
• *3rd Quarter of 2021-2022: December 2021 quarter results – on or before Monday, February 14, 2022

• *4th Quarter of 2021-2022 (also for the full financial year 2021-2022):

Audited results for the year ended March 31, 2022 – on or before Thursday Friday, May 26, 2021.

v. Date of Book closure for the 62nd AGM

Friday, September 17, 2021 to Wednesday, September 29, 2021 (both days inclusive)

vi. Dividend Recommendation and Payment Date

• a. 8.00 (@ 80%) per share of10/- each
• b. Payment Date (tentative): The Dividend warrants will be posted / dividend amounts will be remitted / paid into Members accounts on or after Monday, October 4, 2021.

vii. Listing on Stock Exchange

The Company's paid up equity shares (9,01,18,040 equity shares of `10/- each) are listed on the BSE Limited (BSE), Mumbai. The Company has paid the annual listing fee for the Financial Year to the BSE Ltd. as applicable.

viii. Payment of Annual Custodial Fees

The Company has paid the annual custodial fees to the NSDL and CDSL for the Financial Year as applicable.

ix. Stock Scrip Code

• a. BSE Code: 500307; and
• b. ISIN no. in NSDL and CDSL for equity Shares: INE910A01012

x. Suspension of securities from trading during the Year

No

xi. Share Transfer System

The shares of the Company, being in the compulsory demat list, are transferable through the depository system only.

xii. Share Transfer Agent

Link Intime India Pvt. Ltd. (LIIPL)

C 101, 247 Park, L B S Marg, Vikhroli (West), Mumbai 400 083.

Tele : +91 (022) 49186000

Fax : +91 (022) 49186060

CIN : U67190MH1999PTC118368

E-mail id : rnt.helpdesk@linkintime.co.in

Website : www.linkintime.co.in

xiii. Dematerialization of Shares

As per notification issued by SEBI, the shares of the Company are traded in Dematerialized Form. As on March 31, 2021, approx. 95.89% of the paid up Equity Share Capital of the Company has been dematerialized.

xiv. Outstanding GDRs, ADRs, Warrants or any convertible instruments, conversion data and likely impact on equity

Not Applicable

							xv. Stock Market Data: April 1, 2020 to March 31, 2021
--	--	--	--	--	--	--	--------------------------------------------------------

	Low	High	Closing	BSE SENSEX
Month	(In ) | (In)	(In `)	(Closing)
Apr-20	210.00	259.00	223.40	33717.62
May-20	202.65	236.00	225.20	32424.1
Jun-20	215.10	239.00	233.00	34915.8
Jul-20	232.10	255.00	240.05	37606.89
Aug-20	234.05	262.50	245.25	38628.29
Sep-20	240.00	257.50	240.15	38067.93
Oct-20	225.25	255.00	235.00	39614.07
Nov-20	230.25	249.00	240.45	44149.72
Dec-20	240.00	290.95	279.00	47751.33
Jan-21	260.00	299.10	274.40	46285.77
Feb-21	264.15	297.00	275.90	49099.99
Mar-21	259.00	289.95	273.20	49509.15

* Data are sourced from the BSE Limited

xvi. Share price performance in comparison to Broad Based Indices*

*Based on closing of BSE Sensex and Share Price

xvii. Distribution of Shareholding (As on March 31, 2021)
-----------------------------------------------------------	--	--	--	--	--	--

Range of Equity Shares	No. of Shareholders	Percentage of Shareholders to Total (%)	No. of Equity Shares	Percentage of Shares amount to Total (%)
Up to 500	32,910	93.70	33,37,152	3.70
501-1,000	1,288	3.68	10,15,513	1.12
1,001-2,000	504	1.43	7,56,390	0.84
2,001-3,000	128	0.36	3,19,832	0.36
3,001-4,000	65	0.19	2,31,871	0.26
4,001-5,000	43	0.12	2,00,571	0.22
5,001-10,000	78	0.22	5,49,900	0.61
10,001 and	107	0.30	8,37,06,811	92.89
above
Total	35,123	100	9,01,18,040	100

xviii. Price risk or Foreign Exchange risk and Hedging activities:

The foreign exchange exposure as on March 31, 2021 is as under:

	2020-2021	2019-20
a. Hedged
Amount in USD (in lakh)	0	0
Amount in ` (in lakh)	0	0
b. Un-hedged foreign currency exposure :
• Commodity Buyers credit
Amount in USD (in lakh)	0	\$33.96
Amount in `(in lakh)	0	2573.92
• Vendors
\$	0	0
Amount in `(in lakh)	0	0

xix. Industrial Park / IT Park Location and NIC code

• a. Pahadi Village, off the Western Express Highway, Goregaon (East), Mumbai 400 063.
• b. NIC code: 42901

xx. Address for Communication

Mr. Jasmin K. Bhavsar, Company Secretary, Vice President (Legal) and Compliance Officer

Nirlon Limited, Share Dept., Pahadi Village, off the Western Express Highway

• Tele : +91 (022) 4028 1919 / 2685 2257/ 58/ 59
• Fax : +91 (022) 4028 1940
• CIN no. : L17120MH1958PLC011045
• E-mail id : info@nirlonltd.com
• Website : www.nirlonltd.com

xxi. Shareholding Pattern (As on March 31, 2021)

A.	Promoters and Promoter Group	No. of Equity	Percentage (%)
		Shares
	a. Indian	27,46,185	3.04
	b. Foreign	6,07,82,426	67.45
	Sub-total A = (a+b)	6,35,28,611	70.49
*B.	Public Shareholding
	a. Bank / MFs /
	Insurance Cos.	15,710	0.02
	b. Foreign Portfolio
	Investors / FIIs	1,18,52,383	13.15
	c*. Others	1,47,21,336	16.34
	Sub- total :
	B = (a+b+c)	2,65,89,429	29.51
	Grand Total A+*B	9,01,18,040	100
	Total no. of Members: 35,123

* Public Shareholding includes person/s acting in concert with the Promoters / Promoter Group

xxii. Reconciliation of the Share Capital Audit

A qualified Practicing Company Secretary carried out the Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued capital. These audits confirm that the total issued / paid-up capital of the Company is in agreement with the total number of shares in Physical Form and the total number of the Dematerialized Shares held with NSDL and CDSL. The same is also placed before the Board of Directors.

xxiii. Other Disclosures:

a. Disclosures on materially significant related party transactions that may have potential conflict with the interests of the listed entity at large:

A summary statement of transactions, if any, with Related Party / ies in the ordinary course of business is placed periodically before the Audit Committee / Board.

Attention of Members is drawn to the disclosure of transactions with related parties set out in Note 35 of the Audited Financial Statements, and Annexures 5A & 5B hereof forming part of this Annual Report. The said transactions were fully disclosed at the concerned Meeting of the Board of Directors, which were subsequently approved by Members of the Company by way of Special and Ordinary Resolution / s as applicable.

• b. As certified by the Management, the Company has complied with the requirements of regulatory authorities of the capital markets and no penalties / strictures have been imposed against it during the last three years.
• c. The Company has laid down a Vigil Mechanism and Whistle Blower Policy, and no person has been denied access to the Audit Committee.
• d. Web link where the policy for determining 'material' subsidiaries is disclosed: Not Applicable
• e. Web link where policy on dealing with related party transactions is disclosed: http://www.nirlonltd.com/pdf/related_party_ transaction_policy_mar_16.pdf
• f. Disclosure of commodity price risks and commodity hedging activities Not Applicable

xxiv. Discretionary Requirements

The extent to which the discretionary requirements as specified in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been adopted:

a. Qualification /s in Audit Report There is no qualification in the Audit Report. b. Separate posts of Chairperson and Chief Executive Officer

Separate persons are holding these positions in the Company with the regard to the above.

• c. Reporting of the Internal Auditor The Internal Auditor may report directly to the Audit Committee.
• xxv.The Company has complied with Corporate Governance requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations

Annual Affirmation

Sr.	Particulars	Regulation Number	Compliance status (Yes/No)	If status is "No" details of non compliance
1	Independent directors have been appointed in terms of specified criteria of independence and or eligibility	16(1)(b) & 25(6)	Yes	-
2	Board composition	17(1)	Yes	-
3	Meeting of board of directors	17(2)	Yes	-
4	Review of compliance reports	17(3)	Yes	-
5	Plans for orderly succession for appointments	17(4)	Yes	-
6	Code of conduct	17(5)	Yes	-
7	Fees or compensation	17(6)	Yes	-
8	Minimum information	17(7)	Yes	-
9	Compliance certificate	17(8)	Yes	-
10	Risk assessment and management	17(9)	Yes	-
11	Performance evaluation of independent directors	17(10)	Yes	-
12	Composition of audit committee	18(1)	Yes	-
13	Meeting of audit committee	18(2)	Yes	-
14	Composition of nomination and remuneration committee	19(1) & (2)	Yes	-
15	Composition of stakeholder relationship committee	20(1) & (2)	Yes	-

xxvi.Disclosures with Respect to Demat Suspense
Account/ Unclaimed Suspense Account

The Company has 13,415 Equity Shares of `10/- each in respect of 23 shareholders, in one folio, namely, Nirlon Limited - Unclaimed Suspense Account, and in the demat account held with NSDL (IN30311613396881). Further, the dividend accruing on such shares was also credited to Unpaid Dividend Account. The requisite disclosures as per Schedule V (F) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in this regard are given below:

• a. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the Year – 23 (No. of shareholders) 13,415 (No. of shares) respectively.
• b. Number of shareholders who approached listed entity for transfer of shares from suspense account during the year – Nil
• c. Number of shareholders to whom shares were transferred from suspense account during the year – Nil
• d. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of year – 23 (No. of shareholders) 13,415 (No. of shares) respectively.
• e. that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

xxvii.Certificate pursuant to the Regulation 17(8) of the SEBI LODR, 2015

We, Rahul V. Sagar, Executive Director & Chief Executive Officer, and Manish B. Parikh, Chief Financial Officer, hereby certify for the F.Y. ended March 31, 2021 that :

• a. We have reviewed the Financial Statements and the Cash Flow Statement for the Year and that to the best of our knowledge and belief:
• i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; and
• ii. these statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.
• b. There were, to the best of our knowledge and belief, no transactions entered into by the Company during the Year which are fraudulent, illegal or violate the Company's Code of Conduct.
• c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining

17 Vigil mechanism 22 Yes - Disclosure of 18 shareholding by non - Yes - executive directors Policy for related 23(1),(5),(6),(7) 19 Yes - party transaction & (8) Prior or omnibus approval of audit 20 committee for 23(2), (3) Yes - all related party transactions Approval for material 21 related party 23(4) Yes - transactions Composition of board of directors 22 24(1) NA - of unlisted material subsidiary Other corporate governance 24(2),(3),(4),(5) 23 requirements with NA - & (6) respect to subsidiary of listed entity Maximum 24 directorship and 25(1) & (2) Yes - tenure Meeting of 25 25(3) & (4) Yes - independent directors Familiarization of 26 25(7) Yes - independent directors Memberships in 27 26(1) Yes - committees Affirmation with compliance to code of conduct from 28 members of board 26(3) Yes - of directors and senior management personnel Disclosure of 29 shareholding by non 26(4) Yes - executive directors Policy with respect to obligations of 30 26(2) & 26(5) Yes - directors and senior	16	Composition and role of risk management committee	21(1),(2),(3),(4)	Yes	-
management
31 Other Corporate Governance 27 Yes - Requirements
32 Website 46 ( 2) (b) to (i) Yes -

to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

• d. We have indicated to the Auditors and the Audit Committee:
• i. That there are no significant changes in internal control over financial reporting during the Year;
• ii. That there are no significant changes in accounting policies during the Year and that the same have been disclosed in the notes to the Financial Statements; and
• e. That there are no instances of fraud of which we have become aware and the involvement therein, if any, of the Management or an employee having a significant role in the Company's internal control system over financial reporting.

For Nirlon Limited sd/- sd/-

Rahul V. Sagar Manish B. Parikh Executive Director & C.E.O. Chief Financial Officer (DIN 00388980)

Mumbai, June 24, 2021

xxvii.Declaration – Code of Conduct

All Board Members and KMPs have, for the Financial Year ended March 31, 2021, affirmed compliance with the Code of Conduct laid down by the Board of Directors pursuant to the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

For Nirlon Limited sd/- sd/-

Rahul V. Sagar Manish B. Parikh Executive Director & C.E.O. Chief Financial Officer (DIN 00388980)

Mumbai, June 24, 2021

xxviii. Compliance certificate of Alwyn Jay & Co., Practicing Company Secretaries regarding compliance with conditions of Corporate Governance for the F.Y. 2020- 2021 is attached with the Directors Report :

To,

The Members of Nirlon Limited,

• 1. We have examined the compliances of the conditions of Corporate Governance by Nirlon Limited ("the Company") for the Financial Year ended March 31, 2021, as stipulated in regulation 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V of Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015 ("LODR").
• 2. The compliance of the conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company.
• 3. In our opinion and to the best of our information and according to the explanations given to us and representations made by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the aforesaid provisions of LODR.
• 4. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with the management has conducted the affairs of the Company. This Certificate is issued solely for the purposes of complying with the aforesaid regulations and may not be suitable for any other purpose.

For ALWYN JAY Co.

Company Secretaries Sd/- (Alwyn D'souza- FCS.5559) (Partner) (Certificate of Practice No. 5137) (UDIN: F005559C000777671)

Mumbai, August 13, 2021 Office Address: Annex-103, Dimple Arcade Asha Nagar, Kandivali (East), Mumbai 400101.

Annexure 7 to the Directors' Report

Management Discussion Analysis

1. Overview

During the Year under review, the Company continued to successfully license and manage the four (4) completed phases of Nirlon Knowledge Park (NKP), comprising approx. 29.90 lakh sq. ft. of constructed area, which corresponds to approx.18.78 lakh sq. ft. of licensable area. This licensable area was approx. 92% occupied as on June 30, 2021.

As mentioned in the Company's previous Annual Reports, the Company, after a comprehensive evaluation, is redeveloping Phase 0 into the proposed Phase 5. The same will be completed in the F.Y. 2021-22, and is being developed under the 2015 IT Policy of the Government of Maharashtra (GOM) (which allows higher Floor Space Index (FSI) for IT Parks, subject to payment of premiums), and is estimated to comprise approx.11.59 lakh sq. ft. of licensable area corresponding to approx.17.83 lakh sq. ft. of constructed area.

The new Management Services Agreement (MSA), a Related Party Transaction between the Company and Nirlon Management Services Pvt. Ltd. (NMSPL) was approved by Members in the 61st AGM held on September 29, 2020, and given effect to from October 1, 2020. The Company is receiving the services under the MSA executed with NMSPL (summarized in Annexure 5A to the Directors' Report) since October 1, 2020.

• 2. Operations Summary: Industrial Park / Information Technology Park – Goregaon, Mumbai:
• a. Development of Phase 5 (re-development of Phase 0):

Construction of Phase 5 commenced in May 2017 after receipt of the required permissions. As mentioned in the Directors Report and various regulatory filings, Phase 5 received its Occupation Certificate (OC) on June 18, 2021. The Company has signed an Agreement to License (ATL) with its prospective Licensee, J.P. Morgan Services India Pvt. Ltd. (JPM) to License the entire 11,59,442.99 sq.ft. of licensable area in the Phase 5 ( re-development of Phase 0) development. The Company is currently working with JPM, so that JPM can take Handover of the same. Subject to Covid 19 and/or monsoon related delays, Handover is estimated in Oct-December 2021 quarter. Licensee Fees from Phase 5 are contracted to begin 5 months from Handover of the premises to JPM.

Phase 5 is also expected to be completed within budget (approx.).

b. Occupancy & License Fee Renewals / Escalations:

During the Year under review, despite the Covid 19 pandemic, the Company has been successful in ensuring that more than 90% of licensable area in Phases 1 - 4 of NKP has remained licensed to corporate occupants. Accordingly, license fees for all four phases are regularly received by the Company. The Company also made every effort to ensure that the operations of Licensees remained uninterrupted during the pandemic and lockdowns.

Escalations of license fees (approx. 15% every three years) took effect as contracted during the Year under review. Renewals of expiring licenses with existing Licensees, as well as fresh licenses were also successfully executed during the year. These renewals / fresh licenses / escalations ensured the Company's financial performance continued to be strong. Further, the Company is making every effort to license the currently vacant space at the earliest, and has seen reasonable traction in this regard.

c. Loan Repayments:

As mentioned in the Directors' Report, at the request of the Company, the Lender, HDFC Limited, has granted a moratorium on principal payment effective from May 15, 2017. Hence, the Company is required to repay only the interest amount on these outstanding securitized loans till June 2022. The principal moratorium has resulted in incremental cash flows being available to the Company to finance a larger part of the Phase 5 (re-development of Phase 0) construction from its internal accruals.

The outstanding loan amounts from HDFC Ltd. as on March 31, 2021 aggregated `979.86 Crore (as per IGAAP), on which the Company is presently paying a rate of interest @ 8 % p.a. to HDFC Limited (a reduction of 1.35 % p.a. as compared to rate of interest as on March 31, 2020).

d. Profitability and Cash Flow:

Despite lower occupancy than the previous year, as a result of renewals, fresh licenses and contracted escalations coming into effect on schedule, license fee income from Phases 1 - 4 registered a small increase in the Year under review.

The Company's profitability after accounting for taxes and income from exceptional items during the Year under review increased from 109.48 Crore to127.40 Crore (as per Ind AS) when compared to the previous year. This is partially due to the increased license fee income from Phases 1 – 4 and reduced depreciation. Also, during the F.Y. ended March 31, 2021, pursuant to the amendment

in Ind AS-23 "Borrowing Cost", the Company has considered the specific borrowings obtained for completed phases as a part of general borrowings. Accordingly, the finance cost amounting to ` 49.45 Crore for the F.Y 2020-21 related to such borrowings has been capitalized as a part of Capital Work In Progress. This has resulted in an increase in profit.

The Company continued to generate strong and improved free cash flows during the Year under review after accounting for all expenses including payment of interest to its lender.

In the context of the available free cash flows from Phases 1-4, the progress made on the Phase 5 development, the payment of the majority of Phase 5 costs and the binding ATL with JPM to License the entire Phase 5 development, after suitable deliberation, the Board of Directors have decided to recommend dividend of 8.00 per share (@ 80%) for the Year under review ( as against 0.75 per share in F.Y. 2019-20).

e. Priorities

Key priorities for the Company during the F.Y. 2021 – 2022 are as follows:

• i. To fully vaccinate against Covid 19 all its employees, staff, contractors, vendors etc. including their families/households at the earliest possible date. This initiative is expected to be largely completed in September 2021.
• ii. To continue to engage its Licensees in regular discussions as regards vaccination of their NKP/Nirlon House workforce, and to provide every support towards achieving this end.
• iii. To make every effort to keep its Licensees, employees and everyone who works at its locations as safe as possible from Covid 19 by implementing/installing further mitigation measures/infrastructure /equipment, and strictly continuing to follow processes and awareness measures already implemented to prevent the transmission of the virus;
• iv. To provide the best possible financial support and medical equipment/medicines to those affected by the Covid 19 pandemic through its CSR initiatives;
• v. To Handover the Phase 5 development to the potential Licensee, JPM, as contracted at an early date, such that License fees from Phase 5 commence 5 months from Handover as contracted.
• vi. To make every effort to license the currently vacant space at the earliest.
• vii. To ensure the continued satisfaction of its licensees by maintaining and operating NKP to

the highest possible standards, such that the existing four phases remain as fully occupied as possible;

• viii. To ensure the ongoing scheduled servicing of its loans; and
• ix. To continue to proactively evaluate the impact of Covid 19 on the commercial office space market and the IT/ Financial Services/Banking Industries, in so far as the same could have an impact on the Company's business, and to implement mitigation strategies for the same. This evaluation includes the possible impact of the Work From Home (WFH) and flexible work space trends.

3. Risks and Concerns:

i. Covid 19

The continuing overriding economic concern globally for the F.Y. 2021-2022 continues to be the broad and far reaching fallout of the Covid 19 Pandemic, which has had an almost universally disruptive effect on every aspect of commercial and business activity. The inevitable commercial consequence is prolonged economic uncertainty, at least for the remainder of the F.Y. 2021-22.

On a more positive note however, as increasing numbers of people are vaccinated and the chain of virus transmission is increasingly weakened/broken, an increasing, if tenuous, move towards normality is evident. Increasingly aware, proactive and better prepared local Governments/Municipalities and health care infrastructure, (Mumbai increasingly being one of those in the forefront of this trend) are also major contributors in locations where these improving conditions are evident. These positive trends brings with them greater certainty in all aspects of life including business and economics.

Other risks and concerns discussed in this section however, remain subordinate to the reality of a still ongoing pandemic, and will be more relevant once this phase has passed, or its severity has lessened, and a degree of normality returns. However, as the main issues are likely to remain relevant to a large degree, they are discussed below, albeit with the Covid 19 caveat.

ii. Macro-Economic Environment Within India

It is relevant to mention, that the scientific, medically driven, proactive and well prepared response to the pandemic of Mumbai's Municipal Corporation, the State Government and other Government Agencies has brought the City much credibility and relief at a difficult time.

As mentioned during earlier years in this analysis, continued demand for commercial real estate in

Mumbai is dependent on the City continuing to be an investment destination of choice for Indian as well as multinational corporates. Mumbai's pre- eminence has been challenged over the past decade and a half by other destinations in India which have offered a business / investment friendly climate, with lower living costs, salaries and real estate prices.

Successive State Government initiatives to simplify the regulatory frame work are welcome and much needed. The successful implementation of these initiatives, combined with improving governance and transport infrastructure, should help Mumbai move toward consolidating its pre-eminent position as a preferred business / investment destination in India.

The traditional strengths of Mumbai, including its Financial Services Industry, business ethos and a large, cosmopolitan, and educated work force remain very relevant, and should also continue to enhance the City's desirability as a dynamic and competitive international investment destination.

At the Central Government level too, investors and entrepreneurs look forward to the continuance of stable, pro investment and business supportive policies, which incrementally build on existing legislation and / or introduce fresh initiatives targeted to accelerate investment, job creation and economic growth.

From a real estate perspective, constructive amendments to the FDI policy and the encouraging emergence of Indian Real Estate Investment Trusts (REITs) are welcome, and should continue to lead to the broadening and deepening of the real estate capital markets in India.

iii. Globally

As always, the health of the global economy will also continue to increasingly have a bearing on real estate demand in India, and consequently Mumbai. The inflow of investments into India, and specifically Indian real estate will, inter alia, be driven by economic conditions in the developed world.

In this context, the present debate on rising inflation and the potential need to tighten monetary policy, including the possible rise in interest rates, will be very relevant for real estate markets around the world including India.

iv. Demand for Commercial Real Estate in Suburban Mumbai

Demand for commercial real estate in suburban Mumbai continues to be driven by the Information Technology (IT), Banking and Financial sectors and, of late, other sectors like Pharma, etc. This trend is likely to continue for the foreseeable future.

Additionally, though demand is strong, the business model for these sectors continues to require inexpensive commercial real estate, available in Mumbai beyond Borivali in the West and Mulund in the East, and in other cities in India like Pune and Bangalore. These markets could keep commercial rates under pressure in the Company's micro market.

However, the demand for good quality and well planned commercial developments on par with NKP in your Company's micro market is estimated to remain steady. The micro market, and specifically NKP itself, is well located on the Western Express Highway and is in close proximity to the commuter rail network, the proposed Mumbai Metro and the airport.

4. Material developments in Human Resources / Industrial Relations, including number of people employed by the Company

Effective from October 1, 2020, the Company reappointed NMSPL as a provider of lease and property management services, marketing related services, project management services and general management services to the Company. The appointment of NMSPL (a related party transaction) is for a further period of 3.5 years after the expiry of the old contract on September 30, 2020, as per Item No. 5 in the Notice for the 61st AGM held on September 29, 2020.

As per statutory requirements, the Company has three (3) permanent employees, being the KMPs, as on March 31, 2021.

5. Details of Significant Changes (i.e. change of 25% or more as compared to the immediately previous financial year) in the following key Financial Ratios:

i. Debtors Turnover : No significant change

• ii. Inventory Turnover: N.A.
• iii. Interest Coverage Ratio : No significant change
• iv. Current Ratio: (45.16 %)

This is because of a reduction in current assets, mainly a reduction in cash and bank balances, as surplus cash was used to repay the buyers credit loan during the Year.

Also current liabilities have increased, mainly because certain licensees' deposits have been reclassified from non-current to current during the F.Y. 2020-21, once the concerned License is less than 12 months from expiry/end of the lock in period.

• v. Debt Equity Ratio: No significant change
• vi. Operating Profit Margin : No significant change
• vII. Net Profit Margin (before Tax) : No significant change

6. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof:

Change in Return on Net Worth: (8.07%)

7. Disclosure of Accounting Treatment & Internal Financial Controls:

In the preparation of the annual Financial Statements for the F.Y. ended March 31, 2021, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

The Directors have laid down proper internal financial controls to be the followed by the Company, and such financial controls are adequate and have been operating effectively.

Cautionary Statement

Statements in the Annual Report including the Directors' Report and its annexures describing the Company's objectives, projections, estimates, expectations, etc. may contain forward looking statements based on currently held beliefs and assumptions of the Management of the Company, which are expressed in good faith, and are, in their opinion, reasonable. Such statements involve uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company or industry results, to differ materially from the results, financial condition, performance or achievements expressed or implied by such statements. By their nature, forward-looking statements inherently involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Such statements are not guarantees of future performance and actual results may differ from those specified in such statements as a result of various such factors and assumptions. No assurance is being provided that the assumptions underlying such forward looking statements are free from errors.

Annexure 8 to the Directors' Report Business Responsibility Report

Preface

The Securities and Exchange Board of India ("SEBI") has mandated India's top 1,000 listed entities based on market capitalisation on the BSE and NSE to submit a 'Business Responsibility Report' ("BRR") along with their Annual Report.

This report is required to be in line with the 'National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business' (NVGs) as released by the Ministry of Corporate Affairs (MCA) in July 2011.

Nirlon Limited ("NL" /"the Company") presents its second BRR, in line with the NVGs and the BRR requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

This BRR provides information about the key initiatives undertaken by the Company, driven by the triple bottom line aspects viz. social, environmental and economic. The business responsibility performance of the Company will be assessed periodically by its Board of Directors.

The Company

Nirlon Limited is publicly listed company, and is in the business of development of an Information Technology Park i.e. Nirlon Knowledge Park ("NKP") registered with the Department of Industries ("DOI"). NKP is also an Information Technology (IT) Park as per the Government of Maharashtra's ("GOM") IT Policy. It is a subsidiary of Reco Berry Pvt. Ltd., Singapore. The Company has no subsidiaries.

This is the Second BRR of Nirlon Limited for the F.Y. 2020-2021. Initiatives and actions by the Company towards objectives have also been provided in this Report. The Company's approach to each principle is described below:

1	Corporate Identity Number (CIN) of the Company	L17120MH1958PLC011045
2	Name of the Company	Nirlon Limited
3	Registered address	Pahadi Village, off the Western Express Highway, Goregaon
		(East), Mumbai 400 063.
4	Website	www.nirlonltd.com
5	E-mail id	Info@nirlonltd.com
6	Financial Year reported	2020-2021
7	Sector(s) that the Company is engaged in (industrial	Industrial Park
	activity code-wise)	NIC 42901
8	List three key products/services that the Company manufactures/provides (as in balance sheet)	The Company is in the business of development and management of the Industrial Park / Information Technology (IT) Park, i.e. Nirlon Knowledge Park (NKP) - Goregaon (East), Mumbai 400 063
9	Total number of locations where business activity is undertaken by the Company
	(a) Number of International Locations (Provide details of major 5)	NIL
	(b) Number of National Locations	Mumbai , India
10	Markets served by the Company – Local/State/ National/International	Mumbai , India

Section A: General Information

Section B: Financial Details

1		Paid up Capital (As on 31.03.2021): (`)	90,11,80,400/-
2		Gross Revenue from operations (`)	319,37,53,000
3		Total profit after taxes (`)	127,40,28,000
4		Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%)	2.20%
5		List of activities in which expenditure in 4 above has been incurred:	(In `)
	i.	Venus Cultural Association Medical ( Dialysis Unit)	15,00,000
	ii.	Maharashtra Chief Minister Relief Fund (Covid related)	1,00,00,000
	iii.	Cheshire Homes India Special education to Disabled children & residential care services to persons with disabilities	7,00,000
	iv.	Muktangan Education Trust Promoting education	10,00,000
	v.	Rotary & Blood Bank Society Resource Centre 100% voluntary blood donation by means of either indoor or outdoor blood donation camps	4,00,000
	vi.	Konark Cancer Foundation Logistical, emotional and financial support to underprivileged cancer patients	12,00,000
	vii.	EmancipAction, India Foundation Providing counselors to government and private care homes to test a holistic, trauma informed model of care to help children transform their lives. Core modules include, wellness vocational planning and job placement	11,00,000
	viii.	Cry Child Rights & You	7,00,000
	ix.	Suvarna Charitable Trust Re-development of Hospital	51,00,000
	x.	Antarang Foundation	10,00,000
	xi.	Nair Charitable Hospital Department Development Foundation	45,00,000
	xii.	The Bandra Holy Family Hospital Society	25,98,000
	xiii.	MGM Hospital	2,40,000
	xiv.	Sion Hospital	20,31,000

Section C: Other details

1	Does the Company have any Subsidiary Company/ Companies?	No
2	Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s)	NA
3	Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/ entities? [Less than 30%, 30-60%, More than 60%]	NA

Section D: BR information

• 1. Details of Director/Directors responsible for BR
• (a) Details of the Director/Director responsible for implementation of the BR policy/policies
  • 1. DIN Number : 00388980
  • 1. Name : Rahul V. Sagar
  • 1. Designation : Executive Director & CEO
• (b) Details of the BR head

No.	Particulars	Details
1	DIN Number (if applicable)	NA
2	Name	Jasmin K Bhavsar
3	Designation	Company Secretary & Vice President (Legal)
4	Telephone number	022-26853039
5	e-mail id	jasminbhavsar@nirlonltd.com

1. Principle-wise (as per NVGs) BR Policy/policies

(a) Details of compliance (Reply in Y/N): Please note that the Company is engaged in the business of providing office premises on a leave and license basis.The Company has only three employees.The policies formulated by the Company are in the context of the business of the Company and itsworkforce.

No.	Questions	P 1	P 2	P 3	P 4	P 5	P 6	P 7	P 8	P 9
1	Do you have a policy/ policies for	Y	N	Y	Y	N	N	N	N	Y
2	Has the policy being formulated in consultation with the relevant stakeholders?	Y	NA	Y	Y	NA	NA	NA	NA	Y
3	Does the policy conform to any national / international standards? If yes, specify? (50 words)	NA	NA	NA	NA	NA	NA	NA	NA	NA
4	Has the policy being approved by the Board? Is yes, has it been signed by MD/ owner/ CEO/ appropriate Board Director?	Y	NA	Y	Y	NA	NA	NA	NA	Y
5	Does the company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy?	Y	NA	Y	Y	NA	NA	NA	NA	Y
6	Indicate the link for the policy to be viewed online?	i https://www.nirlonltd.com/pdf/ccbe_nov_18_v1.pdf ii https://www.nirlonltd.com/pdf/whistle_blower_policy_feb_21_ v3.pdf
7	Has the policy been formally communicated to all relevant internal and external stakeholders?	Y	NA	Y	Y	NA	NA	NA	NA	Y
8	Does the Company have in-house structure to implement the policy/ policies?	Y	NA	Y	Y	NA	NA	NA	NA	Y
9	Does the Company have a grievance redressal mechanism related to the policy/ policies to address stakeholders' grievances related to the policy/ policies?	Y	NA	Y	Y	NA	NA	NA	NA	Y
10	Has the Company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?	N	NA	N	N	NA	NA	NA	NA	N

If answer to the question at serial number 1 against any principle, is 'No', please explain why: (Tick up to 2 options)

No.	Questions	P 1	P 2	P 3	P 4	P 5	P 6	P 7	P 8	P 9
1	The company has not understood the Principles
2	The company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles		√			√	√	√	√
3	The company does not have financial or manpower resources available for the task
4	It is planned to be done within next 6 months
5	It is planned to be done within the next 1 year
6	Any other reason (please specify)	Please note that the Company is engaged in the business of providing office premises on a leave and license basis. The Company has only three employees. The requirement for the Company to have these policies is driven by the nature of its business and its workforce.

2. Governance related to BR

(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year

Ans.: The BR performance of the Company will be assessed once in a year.

(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?

Ans.: Yes, the BR forms part of the annual report of the Company. The report is also available on the website of the Company at: www.nirlonltd.com.

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1

1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/ No.

Ans.: Yes

1. Does it extend to the Group/Joint Ventures/ Suppliers/ Contractors/NGOs /Others?

Ans.: No

1. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

Ans.: No stakeholder complaints have been received in the past financial year.

Principle 2

1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks a n d /or opportunities.

Ans.: The Company is owner of Nirlon Knowledge Park (NKP), an approx. 23 acre campus in Goregaon (East), Mumbai. NKP is an Industrial Park as per the Government of India as per the consolidated Foreign Direct Investment Policy, and is an IT park under the Government of Maharashtra's IT Policy.

NKP's Design Philosophy and Master Plan have incorporated sustainability and a 'Green' ethos since inception. The Campus is a Leeds Gold certified Core and Shell development, with the ongoing Phase 5 targeted to be Platinum certified. The Park's emphasis is on user and pedestrian comfort and safety. The design incorporates extensive green recreational spaces with water bodies, and approx.1000 trees, many of which are old growth.

The Company offers office premises to reputed international and Indian corporates, and has been making specific efforts to license its development to well regarded companies. The campus is fully operational and functional.

NKP facilitates its occupants to carry on their business from the NKP Campus 24*7 *365. This in turn generates employment, and the development of areas peripheral to the Campus.

• 2. Does the company have procedures in place for sustainable sourcing (including transportation)?
• (a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.

Ans.: The nature of business of the Company is to provide office premises on a leave and license basis. The business of the Company does not involve any manufacturing operations. However, during the construction period, sustainable sourcing and the use of eco-friendly products was actively pursued, and was in accordance with Leeds Gold requirements. The Company has also designed and constructed Leeds Gold certified buildings through the use of appropriate materials and equipment which allow consistent, ongoing savings of power & water, and offer natural light. It also uses re-cycled water for flushing of toilets, and has an organic waste management convertor on site to sustainably process all organic waste generated in the Campus.

• 3. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work?
• a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors? Ans.: The Company has appointed various local sub-contractors, who are have adequate resources and are capable of delivering services such as manpower and other miscellaneous requirements.
• 4. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.

Ans: Yes. Within the context that the Company is a provider of office space on a leave and license basis in its Industrial/ IT Park, water and solid waste is recycled as described earlier in Principle 2.

Principle 3

• 1. Please indicate the Total number of employees. Ans.: The Company has three employees, who are Key Managerial Personnel as per the Companies Act, 2013.
• 1. Please indicate the Total number of employees hired on temporary/contractual/casual basis.

Ans.: The Company engages temporary /contractual / casual employees primarily in the areas of housekeeping, security, engineering, construction etc. as per its requirement.

1. Please indicate the Number of permanent women employees.

Ans.: Nil

1. Please indicate the Number of permanent employees with disabilities

Ans.: Nil

1. Do you have an employee association that is recognized by management?

members of this recognized employee association?

Ans.: No 6. What percentage of your permanent employees is

Ans.:NA.

1. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year.

Ans.: Nil

No.	Category	No. of complaints filed during the Financial Year	No. of complaints pending as on end of the Financial Year
1	Child labour/ forced labour/ involuntary labour	Nil	NA
2	Sexual harassment	Nil	NA
3	Discriminatory employment	Nil	NA

8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year?

Ans.:

• (a) Permanent Employees: The Company provides these employees with an opportunity to excel and to attend various professional development programmes as required.
• (b) Permanent Women Employees: NA since the Company does not have any women employees.
• (c) Casual/Temporary/Contractual Employees: Nil
• (d) Employees with Disabilities: NA.

Principle 4

1. Has the company mapped its internal and external stakeholders? Yes/No

Ans.: Yes, the Company is sensitive to the requests of shareholders and stakeholders, and consistently attends to their various suggestions and requests, including those received at various general meetings of the Company. It also provide stakeholders with requisite disclosures that are required to be given in its annual reports, providing press releases, announcements etc. to the media as and when required in relation to the Company. The Company regularly meets its payment obligations such as applicable property taxes, N.A. tax, repayment of loans to its lenders, and procures relevant insurance policies as applicable for its business activities.

The Company also follows a transparent investor communication protocol which includes regular investor presentations, by uploading of relevant information on its website and also filing the same with BSE Ltd. by prompt dissemination of price sensitive information etc. After the end of each quarter, the Company voluntarily provides and investor presentation with all required details as well as key financial information pertaining to that quarter to the stock exchange. This is done to ensure symmetry of information in line with the principles of fair disclosures.

• 1. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders. Ans.: NA
• 1. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders. If so, provide details thereof, in about 50 words or so.

Ans.: NA

Principle 5

1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/ Suppliers/ Contractors/NGOs/Others?

Ans.: Since the Company has three employees no specific policy is formed. The Company provides these employees with an opportunity to excel and to attend various professional development programmes as required.

1. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?

Ans.: 3 (three) Shareholders' complaints were received in the F.Y. 2020-21 with respect to their shares transfer / unclaimed dividend payment etc. The same was attended promptly to the satisfaction of shareholders and 0 (Zero) number of the complaints was pending during the F.Y. 2020-21.

Principle 6

1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/ Suppliers/ Contractors/NGOs/others.

Ans.: The Company is a non polluting industry and therefore it is not required to have a specific policy in this regard.

1. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc.

Ans.: Yes. The Company is a non-polluting Industry. Initiatives described above for Principle 2.

Does the company identify and assess potential environmental risks? Y/N

Ans.: NA . Since the Company is engaged in a nonpolluting industry.

1. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?

Ans.: No

1. Has the company undertaken any other initiatives on clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc.

Ans.: Yes. In addition to the Initiatives described above for Principle 2, the Company has a installed rainwater harvesting system in NKP.

1. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported?

Ans.: NA

1. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.

Ans.: NIL

Principle 7

1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:

Ans.: NIL

1. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)

Ans.: NA

• Principle 8 1. Does the company have specified programmes/
• initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof.

Ans.: Yes, the company does make contribution towards corporate social responsibility (CSR) activities as required under applicable law. The Company focuses mainly on healthcare and education to meet its CSR objectives.

1. Are the programmes/projects undertaken through inhouse team/own foundation/external NGO/government structures/ any other organization?

Ans.: The programs/ projects are undertaken through outside agencies.

• 3. Have you done any impact assessment of your initiative? Ans.: The Company does a periodic assessment of its initiatives.
• 1. What is your company's direct contribution to community development projects Amount in ` and the details of the projects undertaken.

Ans.: NA

1. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so.

Ans.: NA

Principle 9

• 1. What percentage of customer complaints/consumer cases are pending as on the end of financial year. Ans.: Nil
• 1. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A./ Remarks (additional information)

Ans.: NA

1. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so.

Ans.: No

1. Did your company carry out any consumer survey/ consumer satisfaction trends?

Ans.: The Company periodically carries out surveys with its Licensees to understand their level of satisfaction with the overall occupant/customer experience in NKP. Licensee feedback is taken seriously and the Company engages with Licensees post such surveys to follow through on the feedback provided.

INDEPENDENT AUDITOR'S REPORT

To

The Members of Nirlon Limited Report on the Audit of the Ind AS Financial Statements

Opinion

We have audited the accompanying Ind AS Financial Statements of Nirlon Limited ("the Company"), which comprise the Balance Sheet as at March 31 2021, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the Ind AS Financial Statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS Financial Statements give the information required by The Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, its profit including other comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS Financial Statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the 'Auditor's Responsibilities for the Audit of the Ind AS Financial Statements' section of our report. We are independent of the Company in accordance with the 'Code of Ethics' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Ind AS Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS Financial Statements for the Financial Year ended March 31, 2021. These matters were addressed in the context of our audit of the Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the 'Auditor's responsibilities for the audit of the Ind AS Financial Statements' section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Ind AS Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Ind AS Financial Statements.

Key Audit Matters	How our audit addressed the key audit matter
(a) Related party transactions
As disclosed in Note 35 of the Ind AS Financial Statements, the Company has entered into following transactions with Nirlon Management Services Private Limited ('NMSPL'), a related party: • property and lease management services amounting to 831.32 lakh<br>•<br>project<br>management<br>services<br>amounting<br>to<br>1,350.00 lakh Determination of transaction price for such related party transactions is a key audit matter considering the significance of the transaction and the judgements involved in determining the transaction value.	Our procedures included the following: • Verified the compliance with the various requirements for entering into such related party transactions. • Obtained an understanding of the process and tested internal controls over related party transactions through inspection of evidence of performance of these controls. • Performed the test of details including the following key procedures: • Read the reports obtained by management from external experts. • Read the approvals obtained from Audit Committee, Board of Directors and Shareholders for the transactions. • Assessed the disclosures in the Ind AS Financial Statements for compliance with relevant accounting standards and other regulations.

Other Information

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the Ind AS Financial Statements and our Auditor's report thereon. The Annual report is expected to be made available to us after the date of this Auditor's report.

Our opinion on the Ind AS Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS Financial Statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the Ind AS Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to communicate the matter to those charged with governance and perform all procedures as required SA 720 "Auditor's Responsibilities Relating to Other Information".

Responsibilities of Management for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive loss, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS Financial Statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Ind AS Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to Ind AS Financial Statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Ind AS Financial Statements or, if such disclosures

are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Ind AS Financial Statements, including the disclosures, and whether the Ind AS Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Ind AS Financial Statements for the financial year ended March 31, 2021 and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

• 1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.
• 1. As required by Section 143(3) of the Act, we report that:
• (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
• (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
• (c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
• (d) In our opinion, the aforesaid Ind AS Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
• (e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act;
• (f) With respect to the adequacy of the internal financial controls with reference to these Ind AS Financial Statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;
• (g) In our opinion, the managerial remuneration for the year ended March 31, 2021 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;
• (h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
  • i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS Financial Statements – Refer Note 32 to the Ind AS Financial Statements;
  • ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
  • iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S R B C & CO LLP Chartered Accountants ICAI Firm Registration Number: 324982E/E300003 per Abhishek Agarwal Partner Membership Number: 112773 Mumbai, June 24, 2021 UDIN: 21112773AAAAEP8943

Annexure 1 to the Independent Auditor's Report referred to in paragraph 1 under the heading 'Report on Other Legal and Regulatory Requirements' of our Report of even date on the Ind AS Financial Statements of Nirlon Limited

• (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
• (b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.
• (c) According to the information and explanations given by the management, the title deeds of immovable properties, included in investment property are held in the name of the Company, except for the following:

| Sr.
No | Asset Category | Gross Block as at
March 31, 2021
(in lakh) | Carrying Value as at<br>March 31, 2021<br>( in lakh) | Remarks |
|-----------|----------------|----------------------------------------------------|-------------------------------------------------------|----------------------------------|
| 1. | Land | 19.00 | 19.00 | The title deeds are in the |
| 2. | Building | 87.11 | Nil | erstwhile name of the
Company |

• (ii) The Company's business does not involve inventories and, accordingly, the requirements under paragraph 3(ii) of the Order are not applicable to the Company.
• (iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.
• (iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities given in respect of which provisions of section 185 and 186 of the Companies Act, 2013 are applicable and hence not commented upon.
• (v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies, Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
• (vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the leasing service, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.
• (vii) According to the information and explanations given to us in respect of statutory dues:
• (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, duty of custom, goods and service tax, cess and other statutory dues applicable to it. The provisions relating to sales-tax, service tax, duty of excise, value added tax and employees' state insurance are not applicable to the Company.
• (b) No undisputed amounts payable in respect of provident fund, income-tax, duty of custom, goods and service tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. The provisions relating to sales-tax, service tax, duty of excise, value added tax and employees' state insurance are not applicable to the Company.
• (c) According to the records of the Company, the dues of income tax, sales tax, service tax, custom duty, excise duty, value added tax and cess on account of any dispute are as follows:

Name of Statue	Nature of the Dues	` in lakh	Period to which the amount relates	Forum where the dispute is pending
The Finance Act, 1994	Service Tax	1,078.30*	Financial years 2007-2009	High Court

* Including penalty of ` 539.15 lakh and excluding interest as applicable

• (viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowing to a financial institution or bank. The Company did not have any outstanding loans or borrowing dues in respect to government or dues to debenture holders during the year.
• (ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of debt instruments in the nature of term loans for the purposes for which they were raised. According to the information and explanations given by the management, the Company has not raised any money by way of initial public offer or further public offer or debt instruments in the nature of debentures.
• (x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Ind AS Financial Statements and according to the information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
• (xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
• (xii) In our opinion, the Company is not a Nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.
• (xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the Ind AS Financial Statements, as required by the applicable accounting standards.
• (xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.
• (xv) According to the information and explanations given by the management, the Company has not entered into any noncash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.
• (xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For S R B C & CO LLP Chartered Accountants ICAI Firm Registration Number: 324982E/E300003 per Abhishek Agarwal Partner Membership Number: 112773 UDIN: 21112773AAAAEP8943

Mumbai, June 24, 2021

Annexure 2 to the Independent Auditor's Report of even date on the Ind AS Financial Statements of Nirlon Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Nirlon Limited ("the Company") as of March 31, 2021 in conjunction with our audit of the Ind AS Financial Statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting with reference to these Ind AS Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these Ind AS Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to these Ind AS Financial Statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these Ind AS Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the Ind AS Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting with reference to these Ind AS Financial Statements.

Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Ind AS Financial Statements

A company's internal financial control over financial reporting with reference to these Ind AS Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS Financial Statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting with reference to these Ind AS Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the Ind AS Financial Statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these Ind AS Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these Ind AS Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these Ind AS Financial Statements to future periods are subject to the risk that the internal financial

control over financial reporting with reference to these Ind AS Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting with reference to these Ind AS Financial Statements and such internal financial controls over financial reporting with reference to these Ind AS Financial Statements were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

For S R B C & CO LLP Chartered Accountants ICAI Firm Registration Number: 324982E/E300003 per Abhishek Agarwal Partner Membership Number: 112773 UDIN: 21112773AAAAEP8943

Mumbai, June 24, 2021

Balance Sheet as at March 31, 2021

			(` in lakh)
Particulars	Notes	As at March 31, 2021	As at March 31, 2020
ASSETS
Non-current assets
(a) Property, plant and equipments	2	44.64	47.34
(b) Capital work-in-progress	2 and 26	1,14,022.45	94,821.36
(c) Investment properties	3	70,500.53	74,069.75
(d) Intangible assets	4	-	-
(e) Financial assets
i. Loans	5	220.25	220.25
ii. Other financial assets	6	115.00	115.00
(f) Non current tax assets (net)	7(A)	300.97	438.77
(g) Other non-current assets	8	3,245.19	5,623.71
Total non-current assets		1,88,449.03	1,75,336.18
Current assets
(a) Financial assets
i. Trade receivables	9	188.19	392.33
ii. Cash and cash equivalents	10	162.43	1,159.78
iii. Bank balances other than (ii) above	11	121.55	105.23
iv. Other financial assets	6	231.44	186.03
(b) Other current assets	12	1,461.64	1,615.87
Total current assets		2,165.25	3,459.24
Total assets EQUITY AND LIABILITIES		1,90,614.28	1,78,795.42
Equity
(a) Equity share capital	13	9,011.80	9,011.80
(b) Other equity	14	48,431.60	36,367.31
Total equity		57,443.40	45,379.11
LIABILITIES
Non-current liabilities
(a) Financial liabilities
i. Borrowings	15	97,839.07	96,339.07
ii. Other financial liabilities	16	10,038.65	14,626.42
(b) Provisions	17	47.35	44.50
(c) Deferred tax liabilities (net)	18	7,514.12	5,867.02
(d) Other non-current liabilities	19	4,746.56	5,217.29
Total non-current liabilities		1,20,185.75	1,22,094.30
Current liabilities
(a) Financial liabilities
i. Borrowings	20	-	2,559.77
ii. Trade payables	21
(a) Total outstanding dues of micro enterprises and small enterprises		64.32	38.58
(b) Total outstanding dues of trade payables other than micro enterprises and small enterprises		639.16	825.87
iii. Other financial liabilities	16	10,814.78	6,135.99
(b) Other current liabilities	22	1,452.24	1,739.47
(c) Provisions	17	14.63	14.54
(d) Current tax liabilities (net)	7 (B)	-	7.79
Total current liabilities		12,985.13	11,322.01
Total liabilities		1,33,170.88	1,33,416.31
Total equity and liabilities		1,90,614.28	1,78,795.42
See accompanying notes forming part of the Financial Statements

As per our report of even date For S R B C & CO LLP

Firm Registration No : 324982E/E300003 per ABHISHEK AGARWAL

Partner Membership No. : 112773

Mumbai, June 24, 2021

For and on behalf of the Board of NIRLON LIMITED

RAHUL V. SAGAR

Executive Director and Chief Executive Officer DIN : 00388980

MANISH B. PARIKH Chief Financial Officer ANJALI SETH Director DIN : 05234352

JASMIN K. BHAVSAR Company Secretary & Vice President (Legal) FCS: 4178

Statement of Profit and Loss for the Year ended March 31, 2021

			(` in lakh)
Particulars	Notes	Year ended March 31, 2021	Year ended March 31, 2020
I. Revenue from operations	23	31,691.27	31,000.06
II. Other income	24	246.26	99.23
III. Total income		31,937.53	31,099.29
IV. Expenses
(a) Employee benefits expense	25	490.13	530.44
(b) Finance costs	26	1,403.28	3,212.71
(c) Depreciation and amortisation expense	27	4,870.41	5,325.00
(d) Property management expenses	28	3,083.66	3,241.62
(e) Other expenses	29	4,398.30	4,140.44
Total Expenses		14,245.78	16,450.21
V. Profit before tax (III- IV)		17,691.75	14,649.08
VI. Tax expense	30
(a) Current tax		3,304.33	2,765.84
(b) Deferred tax	18	1,647.14	935.67
Total Tax Expenses		4,951.47	3,701.51
VII. Profit After Tax (V- VI)		12,740.28	10,947.57
VIII. Other Comprehensive Income
Items that will not be reclassified to profit or loss
(a) Remeasurements of defined benefit obligation		(0.14)	(1.62)
(b) Tax on above		0.04	0.47
Other comprehensive income for the year (net of tax)		(0.10)	(1.15)
IX. Total comprehensive income for the year (VII+VIII)		12,740.18	10,946.42
Earnings per Equity Share of face value of ` 10 each:	31
(a) Basic earnings per share (in ` )		14.14	12.15
(b) Diluted earnings per share (in `)		14.14	12.15

See accompanying notes forming part of the Financial Statements.

For and on behalf of the Board of NIRLON LIMITED

As per our report of even date For S R B C & CO LLP Firm Registration No : 324982E/E300003

per ABHISHEK AGARWAL Partner Membership No. : 112773

Mumbai, June 24, 2021

RAHUL V. SAGAR Executive Director and Chief Executive Officer

DIN : 00388980 MANISH B. PARIKH Chief Financial Officer ANJALI SETH Director DIN : 05234352

JASMIN K. BHAVSAR Company Secretary & Vice President (Legal) FCS: 4178

Statement of Cash Flows for the Year ended March 31, 2021

	(` in lakh)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Cash Flow from operating activities:
Profit before tax	17,691.75	14,649.08
Adjustments for:
Depreciation and amortisation expense	4,870.41	5,325.00
Amortisation of marketing fees	1,440.94	1,000.53
Loss/ (gain) on assets sold/discarded	-	72.66
Finance cost (net of capitalisation)	1,403.28	3,212.71
Interest income	(103.89)	(92.23)
Foreign exchange loss/(gain)	(58.91)	137.66
Sundry balances written off/(back)	(0.03)	-
	25,243.55	24,305.41
Working capital adjustments:
(Increase)/Decrease in assets:
Trade receivables	204.14	(155.06)
Other current financial asset	(42.26)	(6.78)
Other current asset	154.23	(232.31)
Other non current asset	1,032.22	929.31
Loans	-	(1.18)
Increase/(Decrease) in liabilities:
Trade payables	(160.94)	91.67
Other current financial liabilities	3,028.69	(306.70)
Other non current financial liabilities	(4,587.77)	5,675.42
Other current liabilities	(287.23)	232.53
Other non current liabilities	(470.73)	3,389.98
Provisions	2.84	10.71
Net Cash Flow from / (used) in operations	24,116.74	33,933.00
Income taxes paid	(3,174.32)	(2,841.82)

Statement of Cash Flows for the Year ended March 31, 2021

		(` in lakh)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Net Cash Flow from / (used) in operating activities	20,942.42	31,091.18
Cash Flows from investing activities
Purchase of Property, Plant and Equipments and Investment properties including capital work in progress	(12,080.55)	(32,748.08)
Proceeds from sale of Property, Plant and Equipments and Investment properties	-	124.16
Interest received	100.75	92.23
Net Cash Flow from / (used) in investing activities	(11,979.80)	(32,531.69)
Cash Flows from financing activities
Proceeds from current borrowings	-	5,175.05
Repayment of short term borrowings	(2,500.86)	(2,752.94)
Proceeds from non current borrowings	1,500.00	11,000.00
Interest and other borrowings cost including interest capitalized	(8,283.22)	(10,401.68)
Dividends Paid	(675.89)	(675.88)
Dividend Distribution Tax	-	(137.62)
Net Cash Flow from / (used) in financing activities	(9,959.97)	2,206.93
Net increase (decrease) in Cash and Cash Equivalents	(997.35)	766.42
Cash and Cash Equivalents as at April 1 (Opening Balance)	1,159.78	393.36
Cash and Cash Equivalents as at March 31 (Closing Balance)	162.43	1,159.78
Reconciliation of cash and cash equivalents with cash flow statement:

Cash and cash equivalents as per above comprise of the following:

Particulars	As at March 31,	As at March
	2021	31, 2020
Balances with banks in current accounts	162.43	1,157.15
Cash on hand	-	2.63
Total cash and cash equivalents	162.43	1,159.78

As per our report of even date For S R B C & CO LLP Firm Registration No : 324982E/E300003

per ABHISHEK AGARWAL Partner

Membership No. : 112773 Mumbai, June 24, 2021

For and on behalf of the Board of NIRLON LIMITED

RAHUL V. SAGAR Executive Director and Chief Executive Officer DIN : 00388980

MANISH B. PARIKH Chief Financial Officer ANJALI SETH Director DIN : 05234352

JASMIN K. BHAVSAR Company Secretary & Vice President (Legal) FCS: 4178

Statement of changes in Equity as at March 31, 2021

A. Equity Share Capital

		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Balance at the beginning of the reporting year	9,011.80	9,011.80
Changes in equity share capital during the year	-	-
Balance at the end of the reporting period	9,011.80	9,011.80

B. Other Equity

		(` in lakh)
Securities premium	Retained earnings	Total
12,540.16	13,694.23	26,234.39
-	10,947.57	10,947.57
-	(1.15)	(1.15)
-	(813.50)	(813.50)
12,540.16	23,827.15	36,367.31
12,540.16	23,827.15	36,367.31
-	12,740.28	12,740.28
-	(0.10)	(0.10)
-	(675.89)	(675.89)
12,540.16	35,891.44	48,431.60

See accompanying notes forming part of the Financial Statements

As per our report of even date For S R B C & CO LLP Firm Registration No : 324982E/E300003

per ABHISHEK AGARWAL Partner Membership No. : 112773

Mumbai, June 24, 2021

For and on behalf of the Board of NIRLON LIMITED

RAHUL V. SAGAR Executive Director and Chief Executive Officer

DIN : 00388980

MANISH B. PARIKH Chief Financial Officer ANJALI SETH Director DIN : 05234352

JASMIN K. BHAVSAR

Company Secretary & Vice President (Legal) FCS: 4178

Background of the Company

Nirlon Limited is a Company limited by shares, incorporated and domiciled in India. The Company is engaged in development and management of the industrial park/ information technology (IT) park. The registered office of the Company is located at Pahadi Village, off the Western Express Highway, Goregaon (East), Mumbai.

The Financial Statements were approved for issue by the Board of Directors on June 24, 2021.

Note 1: Significant Accounting Policies followed by the Company

(a) Basis of preparation

(i) Compliance with Ind AS

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III).

The Financial Statements have been prepared on a historical cost basis, except for the following assets and liabilities:

i) Certain financial assets and liabilities that are measured at fair value (Refer accounting policy for financial instruments)

The Financial Statements are presented in Indian Rupees ('') and all values are rounded to nearest lakh ( 00,000), except when otherwise indicated.

(ii) Current versus Non-current classification

The Company presents assets and liabilities in the Balance Sheet based on current/non- current classification. An asset is treated as current when it is:

• Expected to be realized or intended to be sold or consumed in normal operating cycle
• Held primarily for purpose of trading
• Expected to be realized within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in normal operating cycle
• It is held primarily for purpose of trading
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

(b) Property, Plant & Equipment

All items of Property, Plant and Equipment are stated at historical cost less depreciation and impairment, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to the Statement of Profit and Loss during the reporting period in which they are incurred.

Capital work- in- progress includes cost of property, plant and equipment under installation / under development as at the Balance Sheet date.

On transition to Ind AS

Under the previous GAAP (Indian GAAP), property plant and equipment was carried in the Balance Sheet at cost, less accumulated depreciation and accumulated impairment losses, if any. On the date of transition to Ind AS, the Company has elected to continue with the carrying value of property plant and equipment as deemed cost as at April 1, 2016.

Depreciation methods, estimated useful lives and residual value

Depreciation on property, plant & equipment has been provided on written down value method over the estimated useful lives of the assets, based on technical evaluation done by management's expert, which are lower than those specified by Schedule II to the Companies Act, 2013, in order to reflect the actual usage of the assets.

Useful life considered for calculation of depreciation for various assets class are as follows-

Asset class	Useful Life
Office Equipment	3 / 5 / 15 years
Furniture & Fixture	15 years

The residual values are not more than 5% of the original cost of the asset. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit and Loss.

(c) Investment Properties

Property that is held for long-term rental yields or for capital appreciation or for both, and that is not occupied by the Company, is classified as investment property. Investment property is measured initially at its cost, including related transaction cost and where applicable borrowing costs. Subsequent expenditure is capitalised to assets carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably. All other repair and maintenance cost are expensed when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.

Depreciation methods, estimated useful lives and residual value

Investment property consists of Freehold Land, Building, Plant & Equipment, Office Equipment and Furniture & Fixture, which is depreciated using the written down value method over the estimated useful lives of the assets, based on technical evaluation done by management's expert, which is at a variance than those specified by Schedule II to the Companies Act, 2013, in order to reflect the actual usage of the assets.

Useful life considered for calculation of depreciation for assets class are as follows-

Asset class	Useful Life (in Years)
Building	10-60
Plant & Equipment	3-60
Office Equipment	5-30
Furniture & Fixture	3-60

The residual values are not more than 5% of the original cost of the asset. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit and Loss.

(d) Intangible Assets

Intangible assets are stated at cost less accumulated amortisation and impairment losses, if any. Cost comprises the acquisition price and any attributable / allocable incidental cost of bringing the asset to its working condition for its intended use.

On transition to Ind AS

On the date of transition to Ind AS, the Company has elected to continue with the carrying value of intangible assets recognised as at April 01, 2016 measured as per previous GAAP and use that carrying value as the deemed cost of intangible assets.

Amortisation

Intangible assets are amortised on written down value method over the estimated useful life. The method of amortisation and useful life is reviewed at the end of each accounting year with the effect of any changes in the estimate being accounted for on a prospective basis.

Useful life considered for amortisation of intangible assets for various assets class are as follows-

Asset class	Useful Life
Software & Licenses	3 years

Gains and losses on disposals are determined by comparing net disposal proceeds with carrying amount. These are included in the Statement of Profit and Loss.

(e) Impairment of Non-financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating units (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Company's of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

(f) Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(I) Financial Assets

The Company classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and
• those measured at amortised cost

The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows.

Initial Recognition & Measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Subsequent Measurement

For purposes of subsequent measurement financial assets are classified in following categories:

• Debt instruments at fair value through profit and loss (FVTPL)
• Debt instruments at fair value through other comprehensive income (FVTOCI)
• Debt instruments at amortised cost
• Equity instruments

Where assets are measured at fair value, gains and losses are either recognised entirely in the statement of profit and loss (i.e. fair value through profit or loss), or recognised in other comprehensive income (i.e. fair value through other comprehensive income). For investment in debt instruments, this will depend on the business model in which the investment is held. For investment in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for equity instruments at FVTOCI.

Debt instruments at amortised cost

A Debt instrument is measured at amortised cost if both the following conditions are met:

• a) Business Model Test: The objective is to hold the debt instrument to collect the contractual cash flows (rather than to sell the instrument prior to its contractual maturity to realize its fair value changes).
• b) Cash Flow Characteristics Test: The contractual terms of the debt instrument give rise on specific dates to Cash Flows that are solely payments of principal and interest on principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of EIR. EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset.

Debt Instruments at fair value through OCI

A Debt instrument is measured at fair value through other comprehensive income if following criteria are met:

• a) Business Model Test: The objective of financial instrument is achieved by both collecting contractual cash flows and for selling financial assets.
• b) Cash Flow Characteristics Test: The contractual terms of the debt instrument give rise on specific dates to cash flows that are solely payments of principal and interest on principal amount outstanding.

Debt instrument included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in the other comprehensive income (OCI), except for the recognition of interest income, impairment gains or losses and foreign exchange gains or losses which are recognised in Statement of Profit and Loss. On derecognition of asset, cumulative gain or loss previously recognised in OCI

is reclassified from the equity to Statement of Profit and Loss. Interest earned whilst holding FVTOCI financial asset is reported as interest income using the EIR method.

Debt Instruments at FVTPL

FVTPL is a residual category for financial instruments. Any financial instrument which does not meet the criteria for amortised cost or FVTOCI is classified as at FVTPL. A gain or loss on a Debt instrument that is subsequently measured at FVTPL and is not a part of a hedging relationship is recognised in statement of profit or loss and presented net in the Statement of Profit and Loss within other gains or losses in the period in which it arises. Interest income from these Debt instruments is included in other income.

Equity Instruments

For all equity instruments, the Company may make an irrevocable election to present in other comprehensive income all subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to profit and loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity. Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.

Derecognition

A financial asset is derecognised only when:

• the rights to receive cash flows from the asset have expired, or
• the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a "pass through" arrangement and either:
• (a) The Company has transferred the rights to receive cash flows from the financial assets or
• (b) The Company has retained the contractual right to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the Company has transferred an asset, the Company evaluates whether it has transferred substantially all the risks and rewards of the ownership of the financial assets. In such cases, the financial asset is derecognised.

Where the entity has not transferred substantially all the risks and rewards of the ownership of the financial assets, the financial asset is not derecognised.

Where the Company has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

Impairment of Financial Assets

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Note 37 details how the Company determines whether there has been a significant increase in credit risk.

For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to e recognise from initial recognition of the receivables.

(II) Financial Liabilities

The measurement of financial liabilities depends on their classification, as described below:

Trade and Other Payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 120 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at fair value and subsequently measured at amortised cost using EIR method.

Borrowings

Borrowings are initially recognised at fair value, net of transaction cost incurred. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method.

Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortization process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of Profit and Loss.

Lease Deposits

Lease deposits received are financial liability and need to be measured at fair value on initial recognition. The difference between the fair value and the nominal value of deposits is considered as rent in advance and recognised over the lease term on a straight line basis. Unwinding of discount is treated as interest expense (finance cost) for deposits received and is accrued as per the EIR method.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

(III) Derivative Financial Instruments

Derivative financial instruments such as forward contracts are taken by the Company to hedge its foreign currency risks, are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value with changes in fair value recognised in the Statement of Profit and Loss in the period when they arise.

(IV) Offsetting of Financial Instruments

Financials assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

(g) Fair Value Measurement

The Company measures certain financial instruments at fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

All assets and liabilities for which fair value is measured or disclosed in the Financial Statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
• Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
• Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

(h) Taxes

The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The Company's liability for current tax is calculated using the Indian tax rates and laws that have been enacted at the end of the reporting period. The Company periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretations. It establishes provisions where appropriate on the basis of amount expected to be paid to tax authorities.

Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amount in the financial statement. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax assets is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses, only if, it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Current tax assets and tax liabilities are offset where the Company has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Current and deferred tax is recognised in the Statement of Profit and Loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Minimum Alternate Tax credit is recognised as deferred tax asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Company will pay normal income tax during the specified period.

(i) Employee Benefits

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.

(ii) Other Long-Term Employee Benefit Obligations

The liabilities for compensated absences that are not expected to be settled wholly within 12 months are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the Statement of Profit and Loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, regardless of when the actual settlement is expected to occur.

(iii) Post-employment Obligations

The Company operates the following postemployment schemes:

• (a) Defined benefit plans such as gratuity and
• (b) Defined contribution plans such as provident fund, Employee State Insurance Corporation (ESIC).

(iv) Termination Benefits

Termination benefits are expensed at the earlier of when the Company can no longer withdraw the offer of those benefits and when the Company recognizes cost of a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

Gratuity Obligations

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is

included in employee benefit expense in the Statement of Profit and Loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the Balance Sheet.

Defined Contribution plans

Defined Contribution Plans such as Provident Fund and ESIC are charged to the Statement of Profit and Loss as an expense, when an employee renders the related services. If the contribution payable to scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognised as an asset.

(j) Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, demand deposits with banks, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(k) Earnings Per Share

Basic earnings per share

Basic earnings per share is calculated by dividing:

• the profit attributable to owners of the Company
• by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:

• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

(l) Borrowing Cost

General and specific borrowing costs that are directly attributable to the acquisition/construction of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

Any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalisation rate on general borrowings.

Investment income earned on the temporary investment of specific borrowing pending their expenditure on qualifying assets is deducted from the borrowing cost eligible for capitalisation.

Other borrowing costs are expensed in the period in which they are incurred.

(m) Foreign Currency Translation

Functional and presentation currency

Items included in the Financial Statements of the Company are measured using the currency of the primary economic environment in which the entity operates (i.e. functional currency). The Financial Statements are presented in Indian rupee (`), which is Company's functional and presentation currency.

Transactions and Balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are generally recognised in profit or loss.

Foreign exchange differences regarded as an adjustment to borrowing cost are presented in the Statement of Profit and Loss, within finance costs. All other foreign exchange gains and losses are presented in the Statement of profit and loss on a net basis within other income or other expenses.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

(n) Provisions & Contingent Liabilities

Provisions

A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount can be reliably estimated. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. The Company does not recognize a contingent liability but discloses its existence in the Financial Statements unless the probability of outflow of resources is remote.

(o) Leases

Company as a lessor

Accounting Policy for leases from 1st April, 2019

At inception of contract, the Company assesses whether the Contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At inception or on reassessment of a contract that contains a lease component, the Company allocates consideration in the contract to each lease component on the basis of their relative standalone price.

Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company's net investment in the leases.

Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.

(p) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. Refer Note 34 for segment information presented.

(q) Revenue Recognition

Revenue from contract with customers

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

Contract assets are transferred to receivables when the rights become unconditional. Contract asset is the right to consideration in exchange for goods or services transferred to the customer. Contract liabilities are recognised as revenue as and when the performance obligation is satisfied. Contract liability is the entity's obligation to transfer goods or services to a customer for which the entity has received consideration from the customer in advance.

Rental Income

License fee/Lease income and income incidental to it, arising from operating leases on investment properties is accounted for on a straight-line basis over the lease terms, unless there is another systematic basis which is more representative of the time pattern of the lease.

Other operating revenue comprises of car parking charges which are recognised as income as per the terms and conditions of the agreement with lessees.

Interest Income

Interest income from debt instruments is recognised using the effective interest rate method.

Insurance claims and scrap sales are accounted for in the books on an accrual basis.

(r) Dividend Distribution to Equity Shareholders

Dividend distributed to Equity shareholders is recognised as distribution to owners of capital in the Statement of Changes in Equity, in the period in which it is paid.

(s) Critical Estimates and Judgements

The preparation of Financial Statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included in relevant notes together with information about the basis of calculation for each affected line item in the Financial Statements.

The areas involving critical estimates or judgments are:

• Estimation of defined benefit obligation (Note 36)
• Estimation of Useful life of Property, plant and equipment, Investment property and intangibles (Note 2, 3 and 4)
• Estimation of taxes (Note 7, 18 and 30)
• Estimation of provision and contingent liabilities (Note 17 and 32)
• Estimation of fair value measurement of financial assets and liabilities (Note 37)

Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the group and that are believed to be reasonable under the circumstances.

2. Property, Plant and Equipments

			(` in lakh)
Particulars	Furniture & Fixtures	Office Equipments	Total
Gross carrying amount
As at April 1, 2019	68.00	9.28	77.28
Additions	-	-	-
Disposals	-	-	-
As at March 31, 2020	68.00	9.28	77.28
Accumulated depreciation
As at April 1, 2019	22.74	3.86	26.60
Depreciation charge for the year	3.17	0.17	3.34
As at March 31, 2020	25.91	4.03	29.94
Net carrying amount as at March 31, 2020	42.09	5.25	47.34
Gross carrying amount
As at April 1, 2021	68.00	9.28	77.28
Additions	-	-	-
Disposals	-	-	-
As at March 31, 2021	68.00	9.28	77.28
Accumulated depreciation
As at April 1, 2020	25.91	4.03	29.94
Depreciation charge for the year	2.58	0.12	2.70
As at March 31, 2021	28.49	4.15	32.64
Net carrying amount as at March 31, 2021	39.51	5.13	44.64

Note:

(i) Capital work in progress as at March 31, 2021 amounting to 1,14,022.45 lakh (As at March 31, 2020: 94,821.36 lakh) majorly comprises of asset under construction for Phase 5 at Nirlon Knowledge Park.

3. Investment Properties

						(` in lakh)
Particulars	Land	Buildings [Refer Note (i)]	Plant and Equipment	Furniture and Fixtures	Office Equipment	Total
Gross block
As at April 1, 2019	19.00	94,504.88	26,023.02	13,349.35	268.60	1,34,164.85
Additions	-	-	161.74	12.19	-	173.93
Disposals	-	-	(262.77)	(12.73)	-	(275.50)
Capitalisation of marketing fees	-	1,319.82	-	-	-	1,319.82
As at March 31, 2020	19.00	95,824.70	25,921.99	13,348.81	268.60	1,35,383.10
Accumulated depreciation
As at April 1, 2019	-	27,863.36	16,140.48	10,947.01	120.83	55,071.68
Depreciation charge for the year		3,488.80	1,331.25	475.12	24.66	5,319.83
Disposals		-	(70.67)	(8.02)	-	(78.69)
Amortisation of marketing fees (Refer Note 29)		1,000.53	-	-	-	1,000.53
As at March 31, 2020	-	32,352.69	17,401.06	11,414.11	145.49	61,313.35
Net carrying amount as at March 31, 2020	19.00	63,472.01	8,520.93	1,934.70	123.11	74,069.75
Gross Block
As at April 1, 2020	19.00	95,824.70	25,921.99	13,348.81	268.60	1,35,383.10
Additions	-	804.65	1,172.52	32.66	-	2,009.83
Disposals	-	(1,132.96)	-	-	-	(1,132.96)
Capitalisation of marketing fees	-	729.60	-	-	-	729.60
As at March 31, 2021	19.00	96,225.99	27,094.51	13,381.47	268.60	1,36,989.57
Accumulated Depreciation
As at April 1, 2020	-	32,352.69	17,401.06	11,414.11	145.49	61,313.35
Depreciation charge for the year	-	3,258.21	1,270.23	319.93	19.34	4,867.71
Disposals		(1,132.96)	-	-	-	(1,132.96)
Amortisation of marketing fees (Refer Note 29)		1,440.94	-	-	-	1,440.94
As at March 31, 2021	-	35,918.88	18,671.29	11,734.04	164.83	66,489.04
Net carrying amount as at March 31, 2021	19.00	60,307.10	8,423.22	1,647.44	103.77	70,500.53

Note:

Buildings include building purchased at Worli, Mumbai having a written down value of Nil lakh as at March 31, 2021 (March 31, 2020 : Nil), being the 75% share of the Company in the property which is co-owned with Nirlon Foundation Trust.

(ii) Amount recognised in the Statement of Profit and Loss for investment properties

		(` in lakh)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Revenue from operations (Refer Note 23)	31,265.30	30,578.16
Miscellaneous receipts (Refer Note 24)	-	-
Direct operating expenses (including repairs and maintenance) related to investment property that generated rental income	(6,485.85)	(6,133.04)
Direct operating expenses (including repairs and maintenance) arising from investment property that did not generate rental income (Refer Note 29)
Net amount recognised in the Statement of Profit and Loss before depreciation	24,779.45	24,445.12
Depreciation expense	(4,867.71)	(5,319.83)
Net amount recognised in the Statement of Profit and Loss after depreciation	19,911.74	19,125.29

(iii) Leasing Arrangements

The Company's investment properties consist of commercial properties in Mumbai (Worli and Goregaon). These investment properties are leased to tenants under operating leases with rentals payable monthly. Minimum lease payments receivable under non-cancellable operating leases of investment properties (including capital work in progress) are as follows:

		(` in lakh)
Particulars	March 31, 2021	March 31, 2020
Within one year	17,243.95	12,004.42
One to two years	25,852.53	15,209.64
Two to three years	24,429.11	24,494.55
Three to four years	25,727.52	24,013.35
Four to five years	23,200.45	26,110.84
More than 5 years	5,800.11	7,565.37

(iv) Contractual Obligations

Refer to Note 33 for disclosure of contractual commitments for the purchase, construction or development of investment property or its enhancements.

(v) Investment properties pledged as security

Refer to Note 15 and Note 20 (Non current borrowings and short term borrowings) for information on investment properties pledged as security by the Company.

(vi) Fair value

As at March 31, 2021 and March 31, 2020, the fair values of the investment properties excluding (capital work in progress) are 311,438.03 lakh and 316,953.86 lakh respectively. These valuations are based on valuations performed by an independent valuer. The main inputs used are the location, demand, marketability and age of building based on comparable transactions adjusted for functional differences. Fair valuation is based on replacement cost/ market method. The fair value measurement is categorised within level 3 fair value hierarchy.

4. Intangible Assets

	(` in lakh)
Particulars	Computer software
Gross block
As at April 1, 2019	4.10
Additions	-
Disposals	-
As at March 31, 2020	4.10
Accumulated amortisation
As at April 1, 2019	2.27
Amortisation charge for the year	1.83
As at March 31, 2020	4.10
Net carrying amount as at March 31, 2020	-
Gross block
As at April 1, 2020	4.10
Additions	-
Disposals	-
As at March 31, 2021	4.10
Accumulated amortisation
As at April 1, 2020	4.10
Amortisation charge for the year	-
As at March 31, 2021	4.10
Net carrying amount as at March 31, 2021	-

5. Loans

				(` in lakh)
Particulars		As at March 31, 2021		As at March 31, 2020
	Current	Non- current	Current	Non- current
Unsecured, considered good
Security deposits	-	220.25	-	220.25

Total - 220.25 - 220.25

6. Other Financial Assets

				(` in lakh)
Particulars		As at		As at
		March 31, 2021		March 31, 2020
	Current	Non-current	Current	Non-current
Unsecured, considered good
Recoverable from related party and other receivables (Refer Note 35)	231.44	-	186.03	-
Balance with banks (margin money kept as deposits) #	-	115.00	-	115.00
Total	231.44	115.00	186.03	115.00

Held as lien by Banks against Bank Guarantees issued to Regulatory authorities in the normal course of business.

7(A). Non Current Tax Assets (Net)

		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Advance Income Tax (net of provision of 10,578.73 lakh (March 31, 2020<br> 7,274.40 lakh)	300.97	438.77
Total	300.97	438.77

7(B). Current Tax Liabilities (Net)

		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Income Tax provision (net of advance tax of Nil (March 31, 2020 1,743.36 lakh)	-	7.79
Total	-	7.79

8. Other Non-Current Assets

		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Prepaid expenses	11.19	23.87
Lease equalisation	2,153.95	3,173.49
Capital advances (Unsecured, considered good)	1,080.05	2,426.35
Total	3,245.19	5,623.71

9. Trade Receivables*

		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
- Secured, considered good	153.99	359.53
- Unsecured considered good	34.20	32.80
Total	188.19	392.33

*Refer Note 35 for receivables from realted party

10. Cash And Cash Equivalents		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Balance with Banks on current accounts	162.43	1,157.15
Cash in hand	-	2.63
Total	162.43	1,159.78

Reconciliation of Liabilities from Financing Activities

			(` in lakh)
Particulars	Non current borrowings	Short term borrowings	Total
Balance as at April 1, 2019	85,339.07	-	85,339.07
Proceeds during the year	11,000.00	5,175.05	16,175.05
Repaid during the year	-	(2,752.94)	(2,752.94)
Foreign exchange loss		137.66	137.66
Balance as at March 31, 2020	96,339.07	2,559.77	98,898.84
Proceeds during the year	1,500.00	-	1,500.00
Repaid during the year	-	(2,500.86)	(2,500.86)
Foreign exchange gain	-	(58.91)	(58.91)
Balance as at March 31, 2021	97,839.07	-	97,839.07

11. Bank Balances Other Than Above		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Earmarked balances with Banks for:
- Unpaid Dividend	117.06	100.74
- Margin Money kept as deposits#	4.49	4.49
Total	121.55	105.23

Held as lien by Banks against Bank Guarantees issued to Regulatory authorities in the normal course of business.

	(` in lakh)
As at March 31, 2021	As at March 31, 2020
104.38	157.04
1,297.24	764.19
60.02	602.00
-	92.64
1,461.64	1,615.87

13. Equity Share Capital

Particulars	As at March 31, 2021	As at March 31, 2020	As at March 31, 2021	As at March 31, 2020
	No. of shares	No. of shares	(in lakh) | ( in lakh)
(a) Authorised share capital:
Equity shares of the par value of ` 10 each	15,00,00,000	15,00,00,000	15,000.00	15,000.00
(b) Issued share capital
Outstanding at the beginning and end of the year [including 14,022 shares (March 31, 2020 - 14,022 shares) not allotted but held in abeyance]	90,132,062	90,132,062	9,013.21	9,013.21
(c) Subscribed and fully paid up
Outstanding at the beginning and end of the year [excluding 14,022 shares (March 31, 2020 - 14,022 shares) not allotted but held in abeyance]	90,118,040	90,118,040	9,011.80	9,011.80
Total subscribed and paid up	90,118,040	90,118,040	9,011.80	9,011.80

Note (i): Shares of the Company held by Holding Company

Particulars	As at	March 31, 2021		March 31, 2020
	No. of shares	% holding	No. of shares	% holding
Reco Berry Private Limited	5,76,06,274	63.92%	5,76,06,274	63.92%

Note (ii): Details of shareholders holding more than 5% shares in the Company

Particulars	As at March 31, 2021		As at March 31, 2020
	No. of shares	% holding	No. of shares	% holding
Reco Berry Private Limited	5,76,06,274	63.92%	5,76,06,274	63.92%
Albula Investment Fund Limited	55,29,646	6.14%	55,29,646	6.14%

Note (iii): Terms and rights attached to Equity Shares

Equity shares have a par value of ` 10/-. They entitle the holder to participate in dividends and to share in the proceeds of winding up the Company in proportion to the number of and amounts paid on the shares held. Every holder of Equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

14. Other Equity

		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Securities premium	12,540.16	12,540.16
Retained earnings	35,891.44	23,827.15
Total	48,431.60	36,367.31

Note 14 (i): Movement In Other Equity

Securities Premium:

Securities Premium is used to record premium on issue of shares. The reserve is utilised as per the provisions of the Companies Act, 2013. (` in lakh)

Particulars	As at March 31, 2021	As at March 31, 2020
Opening balance	12,540.16	12,540.16
Movement during the year	-	-
Closing balance	12,540.16	12,540.16

Retained Earnings :

Retained Earnings are the profits of the Company earned till date net of appropriations.

		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Opening balance	23,827.15	13,694.23
Add: Net profit for the year	12,740.28	10,947.57
Items of other comprehensive income recognised in retained earnings
Remeasurement of defined benefit obligations (net of tax)	(0.10)	(1.15)
Dividend paid (including dividend distribution tax)	(675.89)	(813.50)
Closing balance	35,891.44	23,827.15

15. Non Current Borrowings

		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Secured-Term loans
Loans from financial institution (refer note below)	97,839.07	96,339.07
Less: Current maturities of non current borrowings (Included in Note 16)	-	-
Total	97,839.07	96,339.07

Note (a): Loans from financial institution

• 1. Interest is paid on a monthly basis. HDFC Limited has granted moratorium for repayment of principal amount of ` 57,086.57 lakh with effect from June 2017 till June 2022. Post June 2022, principal will be repaid in 84 equated monthly instalments.
• 1a. Borrowing from HDFC Limited of principal amount of ` 39,900 lakh is repayable from May 2023 in 84 equated monthly instalments.
• 1. The loan from HDFC Limited is secured by a charge in the nature of an equitable mortgage by deposit of title deeds of land situated at Goregaon, Mumbai together with buildings and structures standing thereon, both present and future, and right, title and interest in the license fee receivables.

3. Rate of floating interest rate at each reporting date :

March 31, 2021	8.00%
March 31, 2020	9.35%

16. Other Financial Liabilities

		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Non-current
Security deposit from licensees	9,618.88	14,136.64
Other payables	419.77	489.78
Total	10,038.65	14,626.42
Current
Interest accrued but not due on borrowings	343.62	401.12
Unpaid dividend	117.06	100.74
Security deposit from licensees	7,701.20	3,481.21
Contract liabilities (Refer Note below)	254.04	24.17
Payable to employees	179.55	178.90
Creditors for capital goods	2,110.51	1,822.51
Other payables	108.80	127.34
Total	10,814.78	6,135.99
Note : Significant Movement in Contract Liabilities		(` in lakh)
Particulars	As at	As at

	March 31, 2021	March 31, 2020
Opening balance	24.17	9.35
Add : Advance received during the year	3,620.02	3,570.34
Less : Revenue recognized during the year from opening balance	(24.17)	(9.35)
Less : Revenue recognized from advance received during the year	(3,365.98)	(3,546.17)
Closing balance	254.04	24.17

17. Provisions (` in lakh)

Particulars	As at March 31, 2021		As at March 31, 2020
	Current	Non-current	Total	Current	Non-current	Total
Provision for employee benefits (Refer Note 36)
Provision for compensated absences	13.37	8.19	21.56	13.38	7.93	21.31
Provision for Gratuity	1.26	39.16	40.42	1.16	36.57	37.73
Total	14.63	47.35	61.98	14.54	44.50	59.04

18. Deferred Tax Liabilities (Net)

	(` in lakh)
As at March 31, 2021	As at March 31, 2020
6,724.99	5,193.75
870.95	1,021.30
7.11	94.56
7,603.05	6,309.61
(15.50)	(14.87)
(15.50)	(14.87)
7,587.55	6,294.74
73.43	427.72
7,514.12	5,867.02

Note (a): Movements In Deferred Tax (Assets) / Liabilities (` in lakh)

Particulars Difference between book and tax depreciation Lease equalisation Financial liabilities at amortized cost (including deferred license fees) MAT Credit Expenditure allowed on payment basis Total As at April 1, 2019 5,476.87 1,853.15 158.67 (2,302.97) (253.37) 4,932.35 Charged / (Credited) - to profit or loss (Refer Note (b) below) (283.12) (831.85) (64.11) 1,875.25 238.97 935.14 - to other comprehensive income - - - - (0.47) (0.47) As at March 31, 2020 5,193.75 1,021.30 94.56 (427.72) (14.87) 5,867.02 Charged / (Credited) - to profit or loss 1,531.24 (150.35) (87.45) 354.29 (0.59) 1,647.14 - to other comprehensive income - - - - (0.04) (0.04) As at March 31, 2021 6,724.99 870.95 7.11 (73.43) (15.50) 7,514.12

Note (b):

Pursuant to the Taxation Laws (Amendment) Act, 2019, domestic companies have the option to pay income tax at 22% plus applicable surcharge and cess ('new tax regime') subject to certain conditions. Based on the Company's assessment of the expected year of transition to the new tax regime, the Company in previous year had written back deferred tax liability amount

of 2,089.59 lakh and had also written off Minimum Alternate Tax credit amounting to 1,300.00 lakh.

19. Other Non-Current Liabilities		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Deferred license fees pending amortization	4,746.56	5,217.29
Total	4,746.56	5,217.29

20. Short Term Borrowings

		(` in lakh)
Particulars	As at	As at
	March 31, 2021	March 31, 2020
Secured
Loans repayable on demand
Buyer's credit from Bank (Refer Notes below)	-	2,559.77
Total	-	2,559.77

Notes:

1. The amount is secured by way of earmarking facilities, (vide a letter of undertaking from HDFC Limited to HDFC Bank) out of the total facility.

2. The rate of interest in USD for the buyer's credit ranges from 2.20% to 3.29%.

21. Trade Payables

		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Current
(a) Total outstanding dues of micro enterprises and small enterprises	64.32	38.58
(b) Total outstanding dues of trade payables other than micro enterprises and small enterprises	639.16	825.87
Total	703.48	864.45

Note (a): The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 ('MSMED Act'). The disclosures pursuant to the MSMED Act are as follows:

		(` in lakh)
Particulars	As at	As at
	March 31, 2021	March 31, 2020
(i) Principal amount due to suppliers registered under the MSMED Act and remaining unpaid as at year end	64.32	38.58
(ii) Interest due to suppliers registered under the MSMED Act and remaining unpaid as at year end	-	-
(iii) Principal amounts paid to suppliers registered under the MSMED Act, beyond the appointed day during the year	-	-
(iv) Interest paid, other than under Section 16 of MSMED Act, to suppliers registered under the MSMED Act, beyond the appointed day during the year	-	-
(v) Interest paid, under Section 16 of MSMED Act, to suppliers registered under the MSMED Act, beyond the appointed day during the year	-	-
(vi) Interest due and payable towards suppliers registered under MSMED Act, for payments already made	-	-
(vii) Interest remaining due and payable for earlier years	-	-

22. Other Current Liabilities

		(` in lakh)
Particulars	As at	As at
	March 31, 2021	March 31, 2020
Statutory dues	426.68	178.86
Advance received from licensees	8.58	5.51
Other advances	-	-
Deferred license fees pending amortization	1,016.98	1,555.10
Total	1,452.24	1,739.47

23. Revenue From Operations

		(` in lakh)
Particulars	Year ended	Year ended
	March 31, 2021	March 31, 2020
Leasing income
Licence fees	27,525.30	26,647.09
Other operating revenue	349.85	375.55
Revenue from contracts with customers (Refer Notes below)
Common area maintenance	3,390.15	3,555.52
Recovery of administrative costs	425.97	421.90
Total	31,691.27	31,000.06

Notes:

1. The Company recognizes revenue over time based on satisfaction of its performance obligation pertaining to maintenance of common area of properties given on lease and recovery of administrative costs. Customers are billed on a monthly basis.

2. Revenue pertaining to maintenance of common area of properties given on lease and recovery of administrative costs has been separately disclosed above. There are no other sources of revenue from contracts with customers and accordingly, no further disaggregation of revenue is disclosed.

3. The aggregate value of performance obligations that are partially unsatisfied as at March 31, 2021 is ₹ 52.52 lakh (March

31, 2020: ` Nil). The Company expects to recognise it as revenue within next one year.

24. Other Income

		(` in lakh)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Interest Income from bank deposits measured at amortised cost	93.27	81.81
Interest income from others measured at amortised cost	10.62	10.41
Sale of scrap	83.43	7.01
Foreign exchange gain (net)	58.91	-
Miscellaneous income	0.03	-
Total	246.26	99.23

25. Employee benefit expenses

		(` in lakh)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Salaries and bonus	419.78	431.98
Contributions to provident and other funds (Refer Note 36)	63.59	80.27
Gratuity (Refer Note 36)	2.55	2.46
Staff welfare expenses	4.21	15.73
Total	490.13	530.44

26. Finance Costs

		(` in lakh)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Interest expense on borrowings measured at amortised cost	8,225.38	9,050.44
Unwinding of discount on financial liabilities	1,403.28	1,414.48
Less: Interest expense on borrowings capitalised (Refer Note below)	(8,225.38)	(7,252.21)
Total	1,403.28	3,212.71

Note:

The Company has capitalized an amount of 3,279.66 lakh (March 31, 2020: 3,266.21 lakh) and 4,945.72 lakh (March 31, 2020: 3,986.00 lakh) related to the specific borrowing and general borrowing respectively. The rate used to determine the amount of borrowing costs eligible for capitalization is 8.51% (March 31, 2020: 9.94%).

27. Depreciation and Amortisation Expense

		(` in lakh)
Particulars	Year ended	Year ended
	March 31, 2021	March 31, 2020
Depreciation of Property, Plant and Equipments and Investment properties (Refer Note 2 and Note 3)	4,870.41	5,323.17
Amortisation of intangible assets (Refer Note 4)	-	1.83
Total	4,870.41	5,325.00

28. Property Management Expenses

		(` in lakh)
Particulars	Year ended	Year ended
	March 31, 2021	March 31, 2020
Repairs and maintenance	870.32	891.86
Professional fees	565.81	559.79
Security expenses	419.90	525.72
House keeping expenses	295.66	326.13
Consumption of stores and spares	34.88	99.03
Miscellaneous expenses	897.09	839.09
Total	3,083.66	3,241.62

29. Other Expenses

(` in lakh)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Power, fuel and water charges (net of recoveries, March 31, 2021 - 846.85 lakh; March 31, 2020 - 2,364.01 lakh)	3.11	31.45
Insurance	131.88	113.22
Rates and taxes (Refer Note 32(2))	864.46	996.32
Directors' sitting fees	93.00	75.00
Legal and professional expenses	236.79	311.56
Repairs and maintenance - Building	150.48	92.08
Travelling expenses	5.65	51.63
Amortisation of marketing fees (Refer Note 3)	1,440.94	1,000.53
Security expenses	64.91	53.16
Property management and lease management	831.32	824.09
Corporate social responsibility expenditure (Note a)	220.69	193.72
Foreign exchange loss	-	137.66
Loss on assets discarded (Net)	-	72.66
Payments to auditors (Note b)	45.67	42.76
Miscellaneous expenses	309.40	144.60
Total	4,398.30	4,140.44

Note (a): Details of Corporate Social Responsibility Expenditure

		(` in lakh)
Particulars	Year ended	Year ended
	March 31, 2021	March 31, 2020
Amount required to be spent as per Section 135 of the Act	220.37	176.12
Amount spent during the year on:
(i) Construction / acquisition of an asset	-	-
(ii) On purpose other than (i) above	220.69	193.72
Total	220.69	193.72
Note (b): Details of payment to auditors (excluding Goods and Service Tax)

		(` in lakh)
Particulars	Year ended	Year ended
	March 31, 2021	March 31, 2020
For Statutory audit	22.00	20.00
For Limited review	17.50	16.50
For taxation matters	6.00	5.50
For reimbursement of expenses	0.17	0.76
Total	45.67	42.76

30. Income Tax Expense

		(` in lakh)
Particulars	Year ended	Year ended
	March 31, 2021	March 31, 2020
Current tax	3,304.33	2,773.24
Current tax adjustments pertaining to earlier years	-	(7.40)
Total current tax expense	3,304.33	2,765.84
Deferred tax (Refer Note 18)	1,647.14	628.69
MAT Provision/MAT credit entitlement	798.14	798.14
Increase in deferred tax liabilities	1,647.14	1,645.80
Deferred tax adjustments pertaining to earlier years	-	306.98
Total deferred tax expense	1,647.14	935.67
Income tax expense	4,951.47	3,701.51

(a) Reconciliation of effective tax rate:

		(` in lakh)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Profit before tax	17,691.75	14,649.08
Income tax expense @ 29.12% ( March 31, 2020; 29.12%) being the statutory enacted rate	5,151.84	4,265.81
Tax effect of:
Unabsorbed depreciation on which deferred tax is not created	-	-
Non deductible expenses	48.25	32.10
Tax effect of Exempt Income	-	-
Measurement of deferred tax at 25.17% for balance expected to be reversed in the new tax regime (Refer Note 18)	(240.36)	(789.59)
Tax in respect of earlier years	-	299.58
Others	(8.25)	(106.39)
Income Tax expense	4,951.48	3,701.51
Effective tax rate for the year	27.99%	25.27%

Notes:

The rate used for calculation of deferred tax is 29.12% and 25.17% for balances expected to be reversed in the new tax regime.

31. Earnings Per Share		(` in lakh)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Profit attributable to the equity shareholders of the Company (A) (` in lakh)	12,740.18	10,946.42
Weighted average number of shares (B)	90,118,040	90,118,040
Basic and diluted earnings per share of ` 10 each (A/B)	14.14	12.15

32. Contingent Liabilities

Contingent liabilities not provided for:		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Eligibility of input tax credit of service tax (Refer Note below)	539.15	539.15

Notes:

The Central Excise and Service Tax Appellate Tribunal (CESTAT) has decided the matters in favour of the Company. However, the service tax authorities has preferred appeals in High Court which is pending for disposal.

Future cash flow in respect of the above, if any, is determinable only on receipt of judgements / decisions pending with the relevant authorities.

Code zode on Social Security, 2020

The Code on Social Security, 2020 ('Code') has been notified in the Official Gazette on 29th September, 2020.The Code is not yet effective and related rules are yet to be notified. Impact if any of the change will be assessed and recognized in the period in which said Code becomes effective and the rules framed thereunder are notified.

33. Commitments

Capital Commitments

Capital expenditure (net of advances) contracted for at the end of the reporting period but not recognised as liabilities is as follows -

		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Investment properties	12,134.36	20,728.51

34. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. Executive Director and Chief Executive Officer of the Company has been identified as CODM who is responsible for allocating resources and assessing performance of the operating segments.

The Company has determined ""licensing of investment properties"" as a reportable segment as evaluated by the CODM for allocation of resources and assessing the performance. There are no other reportable segment as per Ind AS 108 - Operating Segments. All the assets of the Company and source of revenue of the Company is within India and hence, no separate geographical segment is identified. Revenue from three customers (March 31, 2020: three customers) amounting to 18,734.38 lakh (March 31, 2020: 17,802.24 lakh) accounts for more than 10% of the total revenue with whom the Company has entered into leasing arrangements.

35. Related Party Disclosures

Related Party Disclosures, as required by Ind AS 24 Related party disclosures, are given below :

A. Names of related parties and nature of relationship:

I. Ultimate Holding Company: GIC (Realty) Private Limited, Singapore II. Holding Company: Reco Berry Private Limited, Singapore

III. Other Related Parties with whom transactions have taken place in the current year or in the previous year :
Entities in which Key Managerial Personnel (KMP) along with its	Nirlon Management Services Private Limited, India
relatives having control:	Manisha Trading and Investments Private Limited, India
	Alfano Pte. Limited , Singapore
	Deltron Pte. Limited, Singapore
IV. Key Managerial Personnel :
(i) Executive Director and Chief Executive Officer	Rahul V. Sagar
(ii) Non-Executive and Non Independent Directors	Kunal V. Sagar
	Kunnasagaran Chinniah ( Director nominated by Reco Berry Private Limited)
(iii) Non -Executive and Independent Directors	Padma Bhushan Moosa Raza (Upto 30th September, 2020)
	Arjan R. Gurbuxani (Upto 30th September, 2020)
	Anjali Seth (w.e.f. May 13, 2019)
	Rajinder Pal Singh (w.e.f. May 13, 2019)
	Shridhar Srinivasan (w.e.f. September 29, 2020)

B. Details of Related Party Transactions:

			(` in lakh)
	Particulars	Year ended March 31, 2021	Year ended March 31, 2020
I.	Holding Company
	Dividend paid	432.05	432.05
II.	Entities in which KMP's along with its relatives having significant influence:
(a)	Nirlon Management Services Private Limited
	Income
	Licence fees income	105.41	97.92
	Other Operating Revenue	425.97	421.90
	Recovery of utility	4.75	9.69
	Expenses
	Property Management and lease management fees	831.32	824.09
	Marketing fees	156.01	578.30
	Project Management fees capitalized	1,350.00	1,500.00
(b)	Manisha Trading and Investments Private Limited
	Common Area Maintenance	1.89	1.93
	Reimbursement of capital expenditure	5.36	-
(c)	Alfano Pte. Limited
	Dividend paid	6.92	6.92
(d)	Deltron Pte. Limited
	Dividend paid	6.92	6.92

Year ended March 31, 2020
226.00
7.68
9.97
7.38
20.00
10.00
5.00
17.00
6.00
-
17.00
Year ended March 31, 2021 226.00 7.68 9.97 - 12.00 9.00 6.00 11.00 21.00 13.00 21.00

B. Details of related party transactions: (` in lakh)

Particulars	As at March 31, 2021	As at March 31, 2020
Dividend paid
Kunal V Sagar	9.97	9.97
Reimbursement of Expenses
Padma Bhushan Moosa Raza (Upto 30th September, 2020)	4.24	11.80
Kunal V. Sagar	1.42	14.72
Kunnasagaran Chinniah	-	5.97
Arjan R. Gurbuxani (Upto 30th September, 2020)	-	2.25
Rajindra Pal Singh (w.e.f. May 13, 2019)	-	3.08

C. Outstanding Balances:		(` in lakh)
Particulars	As at	As at
	March 31, 2021	March 31, 2020
i) Nirlon Management Services Private Limited
Capital advance (Receivable)	-	600.00
Other receivable	158.15	158.15
Security deposit (Payable)	22.70	22.70
Trade receivables	0.46	0.74

ii) Manisha Trading and Investments Private Limited
Trade receivable	-	0.02
Other receivables	0.83	-
Other payables	1.41	-
iii) Remuneration payable to KMP
Rahul Sagar	128.00	128.00

D. Terms and conditions of transactions with related parties:

The Company's material related party transactions and outstanding balances are with related parties with whom the Company routinely enters into transactions in the ordinary course of business. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. Transactions relating to dividends were on the same terms and conditions as applied to other shareholders.

36. Employee Benefits

I) Defined contribution plans

The expense recognised during the year towards defined contribution plan -

		(` in lakh)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Employer's Contribution to Provident Fund	24.08	23.62
Total	24.08	23.62

II) Defined benefit plans

Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is an unfunded plan.

	(` in lakh)
Particulars	Present value of
	obligation
As at April 1, 2019	33.65
Interest expense/(income)	2.46
Total amount recognised in Statement of Profit and Loss	2.46
Remeasurements
Gain from change in financial assumptions	2.14
Experience gain	(0.52)
Total amount recognised in other comprehensive income	1.62
Benefit payments	-
As at March 31, 2020	37.73

	(` in lakh)
Particulars	Present value of
	obligation
As at April 1, 2020	37.73
Interest expense/(income)	2.55
Total amount recognised in Statement of Profit and Loss	2.55
Remeasurements
Gain from change in financial assumptions	0.53
Experience gain	(0.39)
Total amount recognised in other comprehensive income	0.14
Benefit payments	-
As at March 31, 2021	40.42

The net liability disclosed above relates to gratuity are as follows:

		(` in lakh)
Particulars	As at	As at
	March 31, 2021	March 31, 2020
Fair value of plan assets	-	-
Present value of obligations	40.42	37.73
(Deficit) of gratuity plan	(40.42)	(37.73)

Significant estimates: Actuarial assumptions and sensitivity

The significant actuarial assumptions were as follows:

Particulars	As at	As at
	March 31, 2021	March 31, 2020
Mortality	IALM (2006-08) Ultimate	IALM (2006-08) Ultimate
Employee Attrition Rate (Past Service (PS))	PS: 0 to 5 - 5% PS: 5 to 42 - 1.5%	PS: 0 to 5 - 5% PS: 5 to 42 - 1.5%
Discount rate	6.31%	6.55%
Salary growth rate	8.00%	8.00%

Sensitivity analysis

The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:

						(` in lakh)
Particulars					Impact on defined benefit obligation
	Change in assumptions		Increase in assumptions			Decrease in assumptions
	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020
Discount rate	1%	1%	38.26	35.52	42.77	40.29
Salary growth rate	1%	1%	40.41	37.79	40.41	37.79

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

Interest Rate Risk	A decrease in the bond interest rate will increase the plan liability.
Longevity Risk	The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
Salary Risk	The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.

Defined benefit liability and employer contributions

Expected contributions to post-employment benefit plans for the year ending March 31, 2021 are Nil (March 31, 2020 Nil)

The weighted average duration of the defined benefit obligation is 6.07 years (March 31, 2020 – 6.92 years). The expected maturity analysis of undiscounted gratuity is as follows:

Particulars	Less than a year	Between 1-2 years	Between 3-5 years	Beyond 5 years	Total
March 31, 2021
Defined benefit obligation (gratuity)	1.26	1.26	21.36	51.51	75.39
March 31, 2020
Defined benefit obligation (gratuity)	1.22	1.23	21.31	36.21	59.97

III) Other Employee Benefit

The liability for Compensated Absences as at the year end is 21.56 lakh (March 31, 2020 21.31 lakh).

37. Fair Value Measurements

A. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

(` in lakh)

Particulars	Carrying value		Fair value
	As at	As at	As at	As at
	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020
Financial assets at amortised cost
Loans	220.25	220.25	220.25	220.25
Trade receivable	188.19	392.33	188.19	392.33
Cash and cash equivalents	162.43	1,159.78	162.43	1,159.78
Other bank balance	121.55	105.23	121.55	105.23
Other financial assets	346.44	301.03	346.44	301.03
Total	1,038.86	2,178.62	1,038.86	2,178.62
Financial Liabilities at amortised cost
Borrowings	97,839.07	98,898.84	97,839.07	98,898.84
Trade payables	703.48	864.45	703.48	864.45
Security deposit received	17,320.08	17,617.85	18,345.58	18,179.53
Other financial liabilities	3,533.35	3,144.56	3,533.35	3,144.56
Total	119,395.98	120,525.70	120,421.48	121,087.38

There are no financial assets and liabilities designated at Fair value through other comprehensive income.

B. Measurement of fair value

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

• 1. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.
• 1. The fair values of the Company's interest-bearing borrowings and loans are determined by using discounted cash flow method using discount rate that reflects the borrowing rate as at the end of the reporting period. The own nonperformance risk as at March 31, 2021 and March 31, 2020 was assessed to be insignificant.
• 1. The fair values of security deposit were calculated based on cash flows discounted using a current lending rate.

C. Fair value hierarchy

The fair value of financial instruments as referred to above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

The following table provides the fair value measurement hierarchy of the Company's assets and liabilities Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2021: (` in lakh)

Particulars		Fair value measurement using
	Quoted prices in	Significant	Significant
	active markets	observable inputs	unobservable
	(level 1)	(level 2)	inputs (level 3)
Assets and liabilities for which fair values are
disclosed
Non - current financial assets
Loans	-	220.25	-
Other financial assets	-	115.00	-
Current financial assets
Trade receivables	-	188.19	-
Cash and bank balances	-	283.98	-
Other financial assets	-	231.44	-
Non - current financial liabilities
Borrowings	-	97,839.07	-
Other financial liabilities	-	10,038.65	-
Current financial liabilities
Trade payables	-	703.48	-
Other financial liabilities	-	10,814.78	-

Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2020:	(` in lakh)

Particulars	Fair value measurement using
	Quoted prices in active markets	Significant observable inputs	Significant unobservable
	(level 1)	(level 2)	inputs (level 3)
Assets and liabilities for which fair values are disclosed
Non - current financial assets
Loans	-	220.25	-
Other financial assets	-	115.00	-
Current financial assets
Trade receivables	-	392.33	-
Cash and bank balances	-	1,265.01	-
Other financial assets	-	186.03	-
Non - current financial liabilities
Borrowings	-	96,339.07	-
Other financial liabilities	-	14,626.42	-
Current financial liabilities
Borrowings	-	2,559.77	-
Trade payables	-	864.45	-
Other financial liabilities	-	6,135.99	-

38. Financial Risk Management

The Company's Board of Directors have overall responsibility for the establishment and oversight of the Company's risk management framework. The Board of Directors have established the Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The Committee reports regularly to the Board of Directors on its activities. The Company's financial risk management is an integral part of how to plan and execute its business strategies.

The Company has exposure to the following risks arising from financial instruments:

• Credit risk
• Liquidity risk and
• Market risk

(A) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's trade and other receivables. The carrying amounts of financial assets represent the maximum credit risk exposure.

(` in lakh)

Particulars	As at March 31, 2021	As at March 31, 2020
Trade Receivables	188.19	392.33
Loans	220.25	220.25
Other financial assets	346.44	301.03
Total	754.88	913.61

i. Trade and Other Receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However credit risk with regards to trade receivable is not significant for the Company as the Company has 3 to 12 months of rentals as deposit from the licensees.

ii. Cash and Bank Balances

The Company held cash and cash equivalent and other bank balance of 283.98 Lakh at March 31, 2021 (March 31, 2020:1,265.01 Lakh). The same are held with banks and financial institution counter parties with good credit rating. Also, company invests its short term surplus funds in bank fixed deposit which carry no mark to market risks for short duration, therefore does not expose the Company to credit risk.

iii. Others

Other than receivables reported above , the Company has no other financial assets which carries any significant credit risk.

(B) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected Cash Flows.

(i). The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments.

					(` in lakh)
Contractual maturities of financial liabilities March 31, 2021	1 year or less	1-2 years	More than 2 years	Total	Carrying value
Non-derivatives
				-	-
Borrowings including
current maturities and accrued interest	8,170.75	13,896.60	116,473.12	138,540.47	98,182.69
Trade payables	703.48	-	-	703.48	703.48
Other financial liabilities	10,679.93	2,319.81	13,271.91	26,271.65	20,509.81
Total non-derivative liabilities	19,554.16	16,216.41	129,745.03	165,515.60	119,395.98
					(` in lakh)
Contractual maturities of financial liabilities March 31, 2020	1 year or less	1-2 years	More than 2 years	Total	Carrying value
Non-derivatives
Borrowings including current maturities and accrued interest	12,019.46	9,007.70	129,793.58	150,820.74	99,299.95
Trade payables	864.45	-	-	864.45	864.45
Other financial liabilities	6,889.41	5,009.21	15,609.77	27,508.39	20,361.30
Total non-derivative liabilities	19,773.32	14,016.91	145,403.35	179,193.58	120,525.70

(ii) Financing Arrangements

The Company had access to the following undrawn borrowing facilities at the end of the reporting period:

		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Expiring beyond one year (loan from HDFC Limited)	23,000.00	24,500.00

Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time in INR.

(C) Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates (currency risk) and interest rates (interest rate risk), will affect the Company's income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the buyer's credit.

The Company closely tracks and observes the movement of foreign currency with regards to INR and also forward cover rate. The Company decides to cover or keep the foreign currency exposure open based on the above.

Foreign currency risk exposure:

The Company exposure to foreign currency risk at the end of the reporting period are as follows -

Particulars	Currency	As at March 31, 2021			As at March 31, 2020
		Foreign currency	in lakh | Foreign currency | in lakh
		(in millions)		(in millions)
Financial liabilities
Buyer's Credit for capital goods (including accrued interest)	USD	-	-	3.41	2,573.92
Gross Exposure		-	-	3.41	2,573.92
Less: Exposure hedged using derivatives (Forward contract)		-	-	-	-
Net Exposure		-	-	3.41	2,573.92

Sensitivity:

The following tables demonstrate the sensitivity to a reasonably possible change in USD exchange rates, with all other variables held constant. The impact on the Company's equity is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency forward and option contracts given as under.

A change of USD by 5% would have following Impact on profit after tax and equity -

		(` in lakh)
Particulars	As at	As at
	March 31, 2021	March 31, 2020
Rupee depreciate by 5% against USD	-	(96.20)
Rupee appreciated by 5% against USD	-	96.20

* Holding all other variables constant

(ii) Cash Flow and Fair Value Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long term debt obligation at floating interest rates. The Company's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

Interest Rate Risk Exposure

The exposure of the Company's borrowing to interest rate changes at the end of the reporting period are as follows:

		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Variable rate borrowings	97,839.07	96,339.07
Total borrowings	97,839.07	96,339.07
Sensitivity:
A change of 100 basis points in interest rates would have following Impact -		(` in lakh)
Particulars	As at March 31, 2021	As at March 31, 2020
Interest rates – increase by 100 basis points *	(978.39)	(963.39)
Interest rates – decrease by 100 basis points Holding all other variables constant	978.39	963.39

39. Capital Management

a. Risk Management

For the purpose of Company's capital management, capital includes issued equity share capital, securities premium, all other equity reserves attributable to the equity shareholders of the Company and borrowings. The primary objective of the Company's capital management is to ensure that it maintains an efficient capital structure and maximises shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions, annual operating plans and long term and other strategic investment plans. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders or issue new shares. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2021 and March 31, 2020.

The Company monitors capital using a ratio of 'adjusted net debt' to 'equity'. For this purpose, adjusted net debt is defined as interest-bearing loans and accrued interest thereon less cash and bank balances. Equity comprises all components of equity including share premium and all other equity reserves attributable to the equity share holders.

The Company's adjusted net Debt to Equity ratio is as follows.

		(` in lakh)
Particulars	As at	As at
	March 31, 2021	March 31, 2020
Borrowings including accrued interest	98,182.69	99,299.95
Less: Cash and Bank balances	(283.98)	(1,265.01)
Adjusted net debt	97,898.71	98,034.94
Total Equity	57,443.40	45,379.11
Adjusted net Debt to Equity ratio	1.70	2.16

b.Dividends		(` in lakh)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Dividend declared and paid during the year for the financial year 2019-20:
Final Dividend paid for the Year ended March 31, 2020 0.75/-<br>(March 31, 2019: 0.75/-)per share	675.88	675.88
Dividend Distribution Tax on Final Dividend	-	137.62
	675.88	813.50
Proposed Dividend on Equity shares not recognised at the end of the reporting period for the financial year 2020-21:
Final Dividend for the Year ended March 31, 2021 8/-<br>(March 31, 2020: 0.75/-) per share #	7,209.44	675.88
	7,209.44	675.88

This proposed dividend is subject to the approval of shareholders in the ensuring annual general meeting.

40. Impact of COVID 19

On account of the spread of COVID-19 virus, the Government of India had imposed a complete nation-wide lockdown on March 24, 2020. Since then the Government of India has progressively relaxed lockdown conditions and has allowed most of the industries and businesses to resume operations in a phased manner. The Company is primarily engaged in the business of development, management and leasing of office spaces under long term agreements. The management believes that the pandemic is not likely to impact the recoverability of the carrying value of its assets. Management is closely monitoring the developments and possible effects that may result from the current pandemic on its financial condition, liquidity and operations and responding proactively, to the best extent possible, to minimize the impact of this unprecedented situation. As the situation is continuously evolving, the eventual impact may be different from the estimates made as of the date of approval of these Financial Statements.

41. Recent Pronouncements

On March 24, 2021, the Ministry of Corporate Affairs (MCA) through a notification, amended Schedule III of the Companies Act, 2013. The amendments revise Division I, II and III of Schedule III and are applicable from April 1, 2021. Key amendments relating to Division II which relate to companies whose Financial Statements are required to comply with Companies (Indian Accounting Standards) Rules 2015 are:

Balance Sheet:

• Lease liabilities should be separately disclosed under the head 'financial liabilities', duly distinguished as current or non-current.
• Certain additional disclosures in the statement of changes in equity such as changes in equity share capital due to prior period errors and restated balances at the beginning of the current reporting period.
• Specified format for disclosure of shareholding of promoters.
• Specified format for ageing schedule of trade receivables, trade payables, capital work-in-progress and intangible asset under development.
• If a company has not used funds for the specific purpose for which it was borrowed from banks and financial institutions, then disclosure of details of where it has been used.
• Specific disclosure under 'additional regulatory requirement' such as compliance with approved schemes of arrangements, compliance with number of layers of companies, title deeds of immovable property not held in name of company, loans and advances to promoters, directors, key managerial personnel (KMP) and related parties, details of benami property held etc.

Statement of Profit and Loss:

• Additional disclosures relating to Corporate Social Responsibility (CSR), undisclosed income and crypto or virtual currency specified under the head 'additional information' in the notes forming part of the standalone Financial Statements.

The amendments are extensive and the Company will evaluate the same to give effect to them as required by law.

42. Significant Events after the reporting period

There were no significant adjusting events that occurred subsequent to the reporting period other than the events disclosed in the relevant notes.

43. Approval of Ind AS Financial Statements

The Standalone Financial Statements were approved for issue by the Board of Directors on 24th June, 2021.

For and on behalf of the Board of NIRLON LIMITED

As per our report of even date For S R B C & CO LLP Firm Registration No : 324982E/E300003

per ABHISHEK AGARWAL Partner Membership No. : 112773

Mumbai, June 24, 2021

RAHUL V. SAGAR Executive Director and Chief Executive Officer DIN : 00388980

MANISH B. PARIKH Chief Financial Officer ANJALI SETH Director DIN : 05234352

JASMIN K. BHAVSAR Company Secretary & Vice President (Legal) FCS: 4178

			KYC Updating Form KYC FORM
To					Date:
Link Intime India Private Limited C 101, 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai - 400083.		,			Folio No:
Unit: Nirlon Limited (formerly known as 'Nirlon Synthetic Fibres& Chemicals Limited')					No of Equity Shares:
Dear Sir Madam,
Name of the	PAN	Bank details	Specimen Signature	Email ID	Mobile No.	Nominee Details
We refer to the current KYC status as provided by you in the below table: shareholder (s) (A) (B) (C) (D) Based on the above data, we are forwarding herewith the required supporting documents by ticking in the appropriate checkbox below for all the fields where the status is shown as 'Required' in the above table. For registering PAN of the Registered and/or joint shareholders (as applicable) Registered shareholder Joint holder 1 Joint holder 2 For registering Bank details of the Registered shareholder	(E)	(F)
A
					Joint holder 3 (self-attested copy for all
					shareholders attached)
B
Aadhar/Passport/utility bill			Original cancelled cheque leaf		Bank Passbook/Bank Statement
C			For registering the Specimen Signature of Registered and/or joint shareholders (as applicable)
Affidavit	Banker verification		Original cancelled cheque leaf			Bank Passbook/Bank Statement
						(for all shareholders attached)
D			For Updating email id:_______
E: Mobile No:
F			For registering the Nominee details by the Registered shareholder
Form SH-13 (Nomination registration form attached)
identity proof issued by Govt.			Note:- For residents of Sikkim instead of PAN provide Aadhar Card/Voters Card/Driving License/Passport or any other
			I /We hereby state that the above mentioned details are true and correct and we consent towards updating the particulars based on the self-attested copies of the documents enclosed with this letter by attesting my/our signature(s) to it
Sign: __		Sign: __	Sign: __		Sign: __
Registered holder		Joint holder 1	Joint holder 2		Joint holder 3

CIN: L17120MH1958PLC011045 Regd.Office: Pahadi Village, Off the Western Express Highway, Goregaon (East), Mumbai 400 063. Tele:+91 (022) 4028 1919 / 2685 2257/ 58/ 59 Fax :+91 (022) 4028 1940 E-mail id:info@nirlonltd.com Website:wwww.nirlonltd.com