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To the Members of S KUMARS ONLINE LIMITED

Dear Members,

Your Directors have pleasure in presenting the 21^st Annual Report of the Company together with the Audited Accounts for the financial year ended on 31^st March, 2020 for your perusal, consideration and adoption.

State of Affairs of the Company:

Review of operations:

There is no change in the nature of business of the company. During the year under review, your Company earned a total income of Rs.0.13 lakhas compared to a total income of Rs. 12.87lakh of the previous year and a net loss after tax of Rs.33.69 lakh as compared to net loss after tax of Rs. 50.16 lakh of the previous year.

Business Scenario

The COVID-19 pandemic is a global humanitarian and health crisis. The COVID-19 induced lockdown/social distancing measures started in March 2020 and put 75% of the overall economic activity into standstill. Consequently, market demand and supply chains have been affected, significantly increasing the risk of a global economic recession. The pandemic has impacted, and may further impact, all of our stakeholders - employees, clients, investors and communities we operate in. The Company would implement a phased and safe return-to-work plan as and when lockdown restrictions are relaxed. The impact of the global health pandemic may be different from that estimated as at the date of approval of the financial statements and the Company will continue to closely monitor any material changes to future economic conditions.

Transfer to Reserves

In view of overall accumulated losses, the directors express their inability to transfer any amount to reserves for the financial year 2019-20.

Dividend:

In view of overall accumulated losses, the directors express their inability to recommend any dividend on Equity Shares for the financial year 2019-20.

Public Deposits:

Your company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Management discussion and analysis:

1. Industry Structure and Developments

Slothful business due to immense competition among the I. T Management consultancy services and “Moviegear” Equipment Rental business sector forced us to keep ourselves in the back foot for considerably long span during the year. It is the snapping factor responsible for our declined business growth and development. However, the Company continued with its I. T Management consultancy services and “Moviegear” Equipment Rental business during the year.

2. Industry Outlook:

The Company is an information technology services, consulting and business solutions related Company. The Company provides end-to-end technology and technology related, telecommunication related, communication systems, satellite and satellite related, software and software related, computer hardware and hardware related, E- commerce and E-commerce related services, etc.

3. Opportunities and Threats:

The Company recognizes the need to accelerate ability to connect more deeply with our customers to enable true transformation. Increasing IT usage and adoption within the country is enhancing competitiveness of the Indian economy and the user community. Indian businesses, that are using Information Technology, as an enabler, are becoming increasingly competitive in the global arena.

The demand environment will continue to remain buoyant in the coming fiscals due to increased IT Consultancy spend by organizations as well as greater acceptance of the global delivery model. Due to immense competition the company is facing threat to its existing line of businesses.

4. Segment-wise performance:

During the year the your Company operated in only one segment viz., I. T Management Consultancy. Hence Segment-wise Revenue, Results and Capital Employed as required u/s 133 of the Companies Act, 2013 and under Schedule IV of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 for the year ended 31^st March 2020 is not applicable to your Company.

5. Research and Development:

Our Research and Development (R & D) focus is to drive innovation in all areas of our business, resulting in improvements in product quality, cost savings, higher efficiencies. We have integrated our R&D practices to operate in cope with all our businesses and various product categories. We leverage R & D activities to keep well informed of changing consumer preferences. This includes consumer studies to gauge feedback on new products, modifying products to suit consumer tastes and adding features and variants to existing products to provide alternative solutions to our consumers.

6. Risks Management and compliance:

Your Company has an elaborate risk management procedure, which is entirely based on different parameters related to business operations. Some of the risks related to competitive intensity and cost volatility. Major risks identified by the Audit Committee are systematically addressed. These are discussed with both Board and Audit Committee. These are routinely tested and certified by Internal Auditors/Statutory Auditors and cover all offices, divisions and key areas of business. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

7. Internal financial control system and their adequacy:

Your Company has proper and adequate system of internal financial controls, to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The internal financial control is supplemented by an extensive programme of external audits and periodic review by the management.

The system is designed to adequately ensure that financial and other records are reliable for presenting financial information and other data and maintaining accountability of assets.

8. Human Resource:

Your Company regularly organizes in-house training programmes for employees to improve operational efficiency. Company's strategy is to recruit qualified and talented employees.

Cautionary Statement:

Statement in this Management Discussion and Analysis deals with Company's objectives, projections, estimates, expectations and predictions. The expectations of the management are regarded as forward looking statements with meaning of applicable securities, laws and regulations. These 'forward looking statements' are inherently subject to risks and uncertainties, beyond the control of the Company or its management. Many factors could cause the actual results, performance and achievements of the Company to be materially different from any future results, performances or achievement that may be expressed or implied by such forward looking statements. S Kumars Online Limited shall not be liable for any loss which may arise as a result of any action taken on the basis of the information contained herein nor would be under any obligation to update the forward looking statements to reflect developments of events of circumstances hereafter.

Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return for the year 2019-20 is put up on the Company's website and can be accessed athttp://www.skumarsonline.com/Extract of Annual Return MGT-9 SKOL 2019-2020.pdf.

Number of Board Meetings

Five meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Board Independence:

Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-executive Directors are Independent in terms of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013:

1) Mr. Ramesh Gangwal

2) Mr. Rudra Narain Jha

The Company has received a declaration from the Independent Director(s) that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (LODR) Regulations, 2015 are annexed in Annexure I, which forms part of this report.

Director's Responsibility Statement:

Pursuant to Section 134(5) read with Section134(3)(c) of the Companies Act, 2013, in best of their knowledge and belief, the Board of Directors confirm that:

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

b. TheDirectors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to true and fair view of the affairs of the company at the end of the financial year and of the loss of the company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and Auditors Report:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, the Auditors M/s. SKHD & Associates, Chartered Accountants (Firm Reg. No. - 105929W) who were appointed as statutory auditors of the Company at18^thAnnual General Meeting (AGM) of the Company for a period of 5 years at a remuneration (including term of payment) to be fixed by Board of Directors of the Company, plus service tax and such other tax(es), as may be applicable &reimbursement of all out-of-pocket expenses in connection with the audit of the accounts of the Company. The Company has received confirmation from M/s. SKHD & Associates, Chartered Accountants that they are not disqualified from continuing as Auditors of the Company.

No Fraud has been reported by Auditors under section 143(12) of the Companies Act, 2013 for the Financial Year 201920.

Explanation on qualifications in Standalone and Consolidated Auditors' Report

Company has continued with its IT management consultancy business during the period under review. However, the management is constantly trying to introduce new e-Commerce business model. Management is confident that in near future, Company will be in revival mode and thereby going concern will not be affected.

As far as another qualification given by Auditors for not carrying out Actuarial valuation as per the recommendations of Ind AS 19 issued by ICAI, and instead provided for Gratuity on accrual basis as per Management Estimates. This amount of shortfall in such provision is currently unascertainable since the Actuarial Valuation was not carried out. However, the management is of the opinion that the provision created in the books is sufficient considering the number of employees.

Secretarial Auditors' Report

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Secretarial Standards etc. issued by the regulatory bodies except specifically highlighted by the Secretarial Auditor. The Secretarial Audit Report is annexed as Annexure II with this Report.

Explanation on qualifications in Secretarial Auditors' Report

Remarks/qualifications highlighted by the Secretarial Auditor are self-explanatory.

Internal Audit

Due financial crunches and size of the Company, the Company has not appointed internal auditor for the financial year 2019-20.

Policy/details on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

Particulars of Contracts or arrangements with related parties

Your Company has not entered into any contracts or arrangements of material nature with related parties i.e. Directors or their relatives, which may conflict with the interest of the Company at large during F.Y 2019-20. The details of the related party transactions, if any, are disclosed in the financial section of this Annual Report and in prescribed form AOC-2 which is annexed as Annexure III with this Report.

Particulars of loans, guarantees or investments under section 186:

Your Company has not given any loans, guarantee or made any investments in contravention of section 186 of the Companies Act, 2013 during F.Y. 2019-20. The particulars of loans, guarantees and investments, if any, are disclosed in the financial section of this Annual Report.

Conservation of energy, technology absorption and Foreign Exchange Earning & Outgo:

A. Conservation of Energy:

During the year under review the Company has not spent any amount on conservation of energy. Hence the Company has nothing to report as per the requirements of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rule, 2014.

B. Technology Absorption:

During the year under review the Company has not absorbed any technology and hence the Company has nothing to report as per the requirements of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rule, 2014.

C. Foreign Exchange Earning & Outgo:

The Company is taking all possible and reasonable efforts to have export earnings.

Annual Evaluation of Board's and Committee's Performance:

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under SEBI (LODR) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and/or the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and of the Chairman was evaluated, taking into account the views of executive and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Composition of Committees and other related details:

The Composition of various committees and other related details are disclosed in Corporate Governance Report forming part of this Annual Report.

Vigil Mechanism

The company has a policy on vigil mechanism and the same has been kept on the website of the company.

Corporate Social Responsibility (CSR)

The provisions relating to Corporate Social Responsibly are not applicable to the Company.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. However pursuant to non-payment of annual listing fees the securities of the Company have been suspended for trading in BSE Ltd.

Particulars of Employees:

The information required under Section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are given below:

1) The ratio of the remuneration of each director to the median remuneration of the employees of the Company

for the financial year:

2) The percentage increase in remuneration of each director, chief financial officer, in the financial year:

3) The percentage increase in the median remuneration of employees in the financial year: Nil

4) The number of permanent employees on the rolls of Company at 31.03.2020: 1 (One)

5) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

NOT APPLICABLE

6) Affirmation that the remuneration is as per the remuneration policy of the Company:

Your Company affirms that the remuneration is as per the remuneration policy of the Company.

7) There is no employee drawing remuneration covered under section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Subsidiaries:

During the year under review 'e-Assurance Services (India) Ltd' is the only subsidiary of the Company. The said subsidiary is material in nature, non-listed subsidiary company as defined under the Company's Policy for determining Material Subsidiaries. Pursuant to Section 129 of the Companies Act, 2013, the Company is required to attach to its Annual Report, the Directors' Report and financial statements as well as the Company's interest in the Subsidiary Company. Accordingly, all the above details pertaining to e-Assurance Services (India) Limited have been annexed and form part of this Annual Report.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form aOC-1 is attached to the financial statements of the Company.

Pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015, Material unlisted subsidiary i.e. e--Assurance Services (India) Ltd has undertaken secretarial audit and shall annex with its annual report.

Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013

Your Company is committed to providing work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. During the financial year 201920, there were no cases reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Governance:

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Corporate Governance requirement of SEBI (LODR) Regulations, 2015. A separate report on Corporate Governance, along with a certificate of Practicing Company Secretary, is annexed with this Annual Report. A certificate from the Whole Time Director of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31,2020 was placed before the Board of Directors and the Board has noted the same. A list of the committees and other related information is detailed in the enclosed Corporate Governance Report.

Further there is no revision in financial statements or board report u/s 131 of the Companies Act 2013 made by the company.

Acknowledgements:

The Directors thank the Company's customers, franchisees, contractors, vendors, bankers, Government & other authorities and the shareholders for their support to the Company. The Directors also sincerely acknowledge the contribution made by all the employees for their services to the company.