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20 Microns Ltd.

BSE: 533022 Sector: Metals & Mining
NSE: 20MICRONS ISIN Code: INE144J01027
BSE 00:00 | 20 Sep 37.75 2.70
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38.50

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NSE 00:00 | 20 Sep 37.45 2.35
(6.70%)
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36.50

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OPEN 35.20
PREVIOUS CLOSE 35.05
VOLUME 8477
52-Week high 49.50
52-Week low 28.55
P/E 5.74
Mkt Cap.(Rs cr) 133
Buy Price 37.30
Buy Qty 20.00
Sell Price 38.15
Sell Qty 40.00
OPEN 35.20
CLOSE 35.05
VOLUME 8477
52-Week high 49.50
52-Week low 28.55
P/E 5.74
Mkt Cap.(Rs cr) 133
Buy Price 37.30
Buy Qty 20.00
Sell Price 38.15
Sell Qty 40.00

20 Microns Ltd. (20MICRONS) - Director Report

Company director report

BOARD’S REPORT

Dear Members

The Directors have pleasure to present their 32nd Annual Report and the Audited AnnualAccounts for the year ended 31st March 2019.

Financial Results

The Company's standalone financial performance for the year ended 31st March 2019 issummarized below:

[? in Lakhs]

Particulars 2018-19 2017-18
Total Income 43830.79 39212.98
Profit before Depreciation Interest and Tax (PBDITA) 6417.22 5579.87
Interest for the year 2085.99 2138.98
Depreciation for the year 937.29 910.51
Profit/(Loss) before tax and Exceptional item 3393.94 2530.38
Exceptional items 150.85
Profit/(loss) for the year 3393.94 2379.53
Tax liability
Current Tax 1065.30 703.86
Deferred Tax 157.37 87.64
Prior period Tax
Net Profit/(Loss) for the year 2171.28 1588.03

Dividend

To conserve the resources your Directors have not recommended dividend during the yearunder consideration.

State of Company’s Affairs

During the year under consideration following financial developments have taken place-

• Revenue for the FY19 was Rs 43830.79 Lakhs as against Rs 39212.98 Lakhs in FY18.The revenues posted registered a gradual growth since the company has been focusing on theorganic growth value added products & robust price-mix effect in business.

• For FY19 EBIDTA was at Rs 6417.22 Lakhs with EBIDTA margin of 14.64 % marginallyhigher due to robust performance driven by healthy volumes and better realization alongwith sale of value added products contributing higher margins

• The PAT for FY19 stood at Rs 2171.28 Lakhs compare to Rs 1588.02 Lakhs in FY18.

• Company's debt-equity ratio came down from 0.77 in 2019 and it was 0.97 in 2018.

• Net Worth of the Company is increased to '15208.23 Lakhs as on 31 st March 2019as compared to Rs 13278.06 Lakhs as on 31st March 2018.

Investors Education and Protection Fund

During the year dividend amounting to Rs 58308/- that had not been claimed by theshareholders for the year ended 31 st March 2011 was transferred to the credit ofInvestor

Education and Protection Fund as required under Section 124 and 125 of the CompaniesAct 2013. Shareholders are required to lodge their claims with the Registrar CameoCorporate Services Ltd. for unclaimed dividend. Pursuant to the provisions of InvestorEducation and Protection Fund (Uploading of Information regarding unpaid and unclaimedamounts lying with Companies) Rules 2012 the Company has uploaded the details of unpaidand unclaimed amounts lying with the Company as on 31.03.2019 on the website of theCompany at web link -https://www.20microns.com/unpaid- dividend-deposit/.

Material Changes and commitments affecting financial position between the end of thefinancial year and the date of report

There have been no material changes and commitments affecting financial positionbetween the end of the Fiscal Year and the date of the report.

Corporate Governance and Management Discussions & Analysis

As required by Schedule V(C) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed report on Corporate Governance is given as apart of the Annual Report. The Company is in full compliance with the requirements anddisclosures that have to be made in this regard. The Auditors' Certificate of thecompliance with Corporate Governance requirements by the Company is attached to the Reporton Corporate Governance.

A detailed report on Management Discussions and Analysis forms an integral part of thisreport and also covers the consolidated operations and nature of our business.

Fixed Deposits

The Company has started accepting the unsecured fixed deposits only from theshareholders of the company pursuant to the provisions of Companies Act 2013 and Rulesmade thereunder. The said Scheme was approved by you at your Extra-ordinary GeneralMeeting held on 24th May 2014 and amended in Annual General Meeting held on 23rdSeptember 2016 and 22nd September 2017.

As on 31.03.2019 outstanding Unsecured Fixed Deposits from Shareholders was Rs 2869.23Lakhs. Deposits amounting to '1574.23 Lakhs are due for repayment on or before 31.03.2020.

The Company has not made any default in repayment of deposits or interest due thereon.

The Company is liable to comply with the provisions relating to acceptance of depositsunder the Companies Act 2013 and Rules made there-under and any amendments made from timeto time.

Subsidiaries Joint Ventures & Associates

Pursuant to Section 129(3) of the Companies Act 2013 ("Act1) theconsolidated financial statements of the Company and its subsidiaries prepared inaccordance with the relevant Accounting Standard specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014 form part of this Annual Report.Pursuant to the provisions of the said section a statement containing the salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 is givenin Annexure A. Further pursuant to the provisions of Section 136 of the Act thestandalone financial statements of the Company consolidated financial statements of theCompany and the relevant consolidated financial statements and separate audited financialstatements along with other relevant documents in respect of subsidiaries are availableon the website of the Company www.20microns.comwith web linkhttps://www.20microns.com/annual-reports-of- all-subsidiaries/. These documents willalso be available for inspection during business hours at our registered office atWaghodia Vadodara. During the FY 2018-19 the company is not having any associates andjoint venture company. Performance Highlights of Subsidiaries As on 31.03.2019 theCompany had 5 [FIVE] Subsidiaries viz. 20 Microns Nano Minerals Limited [20 M NANO]; 20Microns SDN. BHD [20MSB] 20 Microns FZE [20MFZE] 20 Microns Vietnam Company Ltd [20MVietnam] and 20 MCC Pvt. Ltd. [20MCC].

During the year under review 20 M Nano reported gross revenue from operations of Rs4149.68 Lakhs and earned Net Profit of Rs 260.17 Lakhs. 20MSB reported Gross Revenue of Rs619.46Lakhs and earned Net profit of Rs 65.45 Lakhs while 20MFZE having Gross Revenue ofRs 550.99 Lakhs and the Net Profit was Rs 53.87 Lakhs. 20M Vietnam reported the GrossRevenue of Rs 412.81 Lakhs and Net Profit of Rs 10.43 Lakhs and 20MCC reported Revenuefrom operations of Rs 89.38 Lakhs and Net Loss of Rs 14.15 Lakhs.

Companies which have become or ceased to be Subsidiaries Associates and Joint Ventures

During the FY 2018-19 no company ceased as associate and joint venture of the company.One subsidiary viz Silicate Minerals (I) Pvt. Ltd. was ceased to be subsidiary of thecompany and is now step down subsidiary of the Company i.e. became subsidiary of one ofour subsidiary company. For further analysis on the consolidated performance attention isinvited to the notes to the consolidated financial statements.

Particulars of Employees

The information as required under Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inAnnexure B which forms part of this report. Pursuant to Section 197(14) of the Act thedetails of remuneration received by the Managing Director and the Executive Director fromthe Company's subsidiary company during FY 2018-19 are also given in Annexure B attachedto this report. None of the employees listed in the said Annexure are related to anyDirector of the Company.

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 we have to state that since there are no employees falling withinthe purview of the said requirements the same has not been annexed herewith.

Related Party Transactions

All related party transactions that were entered into during the financial year2018-19 were on an arm's length basis and in the ordinary course of business. There areno material related party transactions made by the Company during the year that requiredshareholders' approval under Regulation 23(4) of the Listing Regulations or Section 188 ofthe Act. All related party transactions are reported to the Audit Committee. Priorapproval of the Audit Committee is obtained on a yearly basis for the transactions whichare planned and / or repetitive in nature.

Policy for determining material related party is available at link https://www.20microns.com/wp-content/uploads/2018/02/ Related-Party-Transaction-Policy.pdf

Particulars of transactions with related parties referred to in Section 188(1) of theCompanies Act 2013 in the prescribed Form AOC-2 is annexed in Annexure C hereto.

Extracts of Annual Return and Other Disclosures under Companies [Appointment andRemuneration] Rules 2014

As provided under Section 92 of the Act and rules framed thereunder the extract ofannual return in Form MGT-9 is given in Annexure D which forms part of this report. Incompliance with section 134(3)(a) of the Act MGT 9 is uploaded on Companies websitewww.20microns.com.

Conservation of Energy Technology Absorption Foreign Exchange Earnings & Outgo

Information as per Companies(Disclosure of particulars in the Report of Board ofDirectors) Rules 1988 relating to conservation of energy technology absorption foreignexchange earnings and outgo are given in Annexure E forming part of this report.

Corporate Social Responsibility

In compliance with Section 135 of the Act the Company has undertaken CSR activitiesprojects and programs as provided in the CSR policy of the Company and as identified underSchedule VII to the Act.

The Board has framed a CSR Policy for the Company on the recommendations of the CSRCommittee. The Report on CSR activities as required under Companies (Corporate SocialResponsibility) Rules 2014 including a brief outline of the Company's CSR Policy totalamount to be spent under CSR for the financial year and details of amount spent on CSRduring the year is set out at Annexure - F forming part of this Report.

As a part of CSR activities we have 85 numbers of Juvenile Diabetic patients and allare constantly under the watch. They are taken to most reputed senior doctors for adviceand now they are settled with comfortable life. We have started recruiting/accommodatingsuch patients in doing work with our activity to reduce their fear of diabetes.

On 14th November 2018 A WORLD DIABETIC DAY we have organized a drama known as HELLODIABETES at Waghodia village and same has been published on YOU TUBE. All personsparticipated in this drama are TYPE 1 diabetic and have expressed their art of acceptingdiabetes.

Recently we have opened full time Diabetes Center to take care of any time walk inpatients. Further we have opened three more centers to facilitate more patients' check-up.We are going to start Physiotherapy Center under the control of very Senior Doctor havingexcellent experience.

Risk Management Implementation

The Company operates in a competitive environment and is generally exposed to variousrisks at different times such as technological risks business risks operational risksfinancial risks etc. The Board of Directors and Audit Committee of Directors of theCompany periodically review the Risk of the Company so that the Management controls therisk through properly defined network. The Company has a system based approach to businessrisk management backed by strong internal control systems.

A range of responsibilities from strategy to the operations is specified. A strongindependent internal audit function at the corporate level carries out risk focused auditsacross all businesses enabling identification of areas where risk managements processesmay need to be improved. The Board reviews internal audit findings and provides strategicguidance on internal control monitors internal control environment within the Company andensures that Internal Audit recommendations are effectively implemented. The combinationof policies and procedures adequately addresses the various risks associated with yourcompany's businesses.

Internal Finance Control System Adequacy

The Company has established proper and adequate system of internal control to ensurethat all resources are put to

optimum use and are well protected against loss and all transactions are authorizedrecorded and reported correctly and there is proper adherence to policies and guidelinessafeguarding its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures processes in terms of efficiencies and effectiveness. The Company's internalcontrol systems are supplemented by an extensive program of internal audit by anindependent firm.

All the transactions are conducted using the IT interface and the business processesare further audited by internal auditors.

The Company's internal control systems are also periodically tested and certified bythe internal auditors. The Audit Committee constituted by the Board constantly reviews theinternal control systems.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism of the Company which also incorporates a whistle blower policy hasbeen approved and adopted by Board of Directors of the Company in compliance with theprovisions of Section 177 (10) of the Companies Act 2013 and Regulation 22 of the ListingRegulations.

The Whistle Blower Policy of the Company provides a mechanism for employees / BoardMembers and others to raise good faith concerns about violation of any applicable law/Code of Conduct of the Company gross wastage or misappropriation of funds substantial orspecific danger to public health and safety abuse of authority or unethical behaviour andto protect the individuals who take such actions from retaliation or any threat ofretaliation and also provides for direct access to the Chairman of the Audit Committee inexceptional cases. The functioning of the Vigil mechanism is reviewed by the AuditCommittee from time to time.

The policy of vigil mechanism may be accessed on the Company's web link - https://www.20microns.com/wp-content/uploads/2018/02/Vigilence-policy.pdf Prevention of Sexual Harassment at Workplace

The Company has adopted a policy with the name "Policy on Prevention of SexualHarassment at Workplace". The policy is applicable for all employees of theorganization which includes corporate office branches depots and manufacturinglocations etc.

A Complaints Committee has also been set up to redress complaints received on sexualharassment as well as other forms of verbal physical written or visual harassment.During the financial year under review the Company has not received any complaints ofsexual harassment.

The policy of Prevention of Sexual Harassment at Workplace may be accessed on theCompany's web link - https:// www.20microns.com/wp-content/uploads/2018/06/Policy-on-Prevention-of-Sexual-Harrasment-at-Work-Place.pdf Industrial Relations

During the year under review industrial relations remained harmonious at all ouroffices and establishments.

General Shareholders Information

General Shareholder Information is given in the Report on Corporate Governance formingpart of the Annual Report. Secretarial Standards

Your company has complied with the provisions of Secretarial Standards issued byInstitute of Company Secretaries of India. Particulars of Loan Guarantees orInvestments Loans guarantee and investment covered under Section 186 of the CompaniesAct 2013 form part of the notes to the financial statements provided in this AnnualReport. Selection and Procedure for Nomination and Appointment of Directors

The Company has a Nomination and Remuneration Committee ("NRC") which isresponsible for developing competency requirements for the Board based on the industryand strategy of the Company. The Board composition analysis reflects an in-depthunderstanding of the Company including its strategies environment operations financialcondition and compliance requirements.

The NRC makes recommendations to the Board in regard to appointment of new Directorsand Key Managerial Personnel ("KMP") and senior management employees. The roleof the NRC encompasses conducting a gap analysis to refresh the Board on a periodic basisincluding each time a Director's appointment or re-appointment is required.

Criteria for determining qualifications positive attributes and independence of aDirector

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of theListing Regulations the NRC has formulated the criteria for determining qualificationspositive attributes and independence of Directors the key features of which are asfollows:

• Qualifications - The Board nomination process encourages diversity ofthought experience knowledge age and gender. It also ensures that the Board has anappropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed inthe Act the Directors are expected to demonstrate high standards of ethical behaviorcommunication skills and independent judgment. The Directors are also expected to abide bythe respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he / she meetsthe criteria laid down in Section 149(6) of the Act the Rules framed thereunder andRegulation 16(1)(b) of the Listing Regulations.

Evaluation of Board of Directors

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act and theListing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on thebasis of criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc. The performance of the Committees wasevaluated by the Board after seeking inputs from the committee members on the basis ofcriteria such as the composition of committees effectiveness of committee meetings etc.The above criteria are as provided by the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India.

Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Act and Regulation 19 of theListing Regulations the NRC has formulated a policy relating to the remuneration for theDirectors Key Managerial Personnel (KMP) Senior Management and other employees. Thephilosophy for remuneration is based on the commitment of fostering a culture ofleadership with trust. While formulating this policy the NRC has considered the factorslaid down in Section 178(4) of the Act which are as under:

• That the level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the companysuccessfully;

• Remuneration to Directors KMP and Senior Management Employees involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

Remuneration Policy of the Company is available at link https:/ /www.20microns.com/wp-content/uploads/2018/02/ 20ML_Remuneration-Policy.pdf

Remuneration for Independent Directors and NonExecutive-Non-Independent Directors

The Non-Executive Directors including Independent Directors are paid sitting fees forattending the meetings of the Board and committees of the Board. As per the Policy theoverall remuneration (sitting fees and commission) should be reasonable and sufficient toattract retain and motivate Directors aligned to the requirements of the Companyincluding considering the challenges faced by the Company and its future growthimperatives. The remuneration should also be reflective of the size of the Companycomplexity of the business and the Company's capacity to pay the remuneration.

Within the ceiling of 1% of net profits of the Company computed under the applicableprovisions of the Act the Non-Executive Directors including Independent Directors are alsopaid a commission the amount whereof is recommended by the NRC and approved by the Board.

The basis of determining the specific amount of commission payable to a Non-ExecutiveDirector is related to his attendance at meetings role and responsibility as Chairman ormember of the Board / Committees and overall contribution as well as time spent onoperational matters other than at the meetings. The shareholders of the Company hadapproved payment of commission to the Non-Executive Directors at the last Annual GeneralMeeting held on 19th September 2019 approved the commission to be payable for FY 2017-18as determined and approved by Board of Directors which shall be within ceiling of 1% ofnet profit of the Company.

Board of Directors and meetings

The members of the Company's Board of Directors are eminent persons of provencompetence and integrity. Besides experience strong financial acumen strategicastuteness and leadership qualities they have a significant degree of commitment towardsthe Company and devote adequate time to the meetings and preparation.

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. Intimation of Board Meeting date would begiven in advance to help them plan their schedule and ensure meaningful participation inthe meetings. Only in case of special and urgent business if the need arises theBoard's/ Committee's approval is taken by passing resolutions through circulation or bycalling Board/Board Committee meetings at short notice as permitted by law.

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board meetings and Annual General Meetings. The agenda for theBoard and Committee meetings includes detailed notes on the items to be discussed toenable the Directors to take an informed decision. The Board of Directors had held fourmeetings during FY 2018-19. For further details please refer to the Corporate GovernanceReport which forms part of this Annual Report. The intervening gap between the meetingswas within the period prescribed under the Act and the Listing Regulations.

Directors and Key Managerial Personnel

In accordance with the Articles of association of the Company Mrs. Sejal R. ParikhNon - Executive Non - Independent Woman Director retires by rotation at this AnnualGeneral Meeting and being eligible offers herself for re-appointment.

Mr. Pravinchandra M. Shah resigned as the Director in the category of Non - ExecutiveIndependent Director w.e.f. 29.04.2019 due to his ageing process and health issues. TheBoard appreciated and taken note of the extensive support and guidance received during histenure as an Independent Director.

The Board has appointed Mr. Jaideep Verma as an Additional Director w.e.f. 28.05.2019.He holds office of Additional Director up to the ensuing Annual General Meeting of theCompany. The Company has received a notice u/s 160 of the Companies Act 2013 from ashareholder of the Company proposing the candidature of Mr. Jaideep Verma for the officeof an Independent Director to hold the office 12.08.2024.

Mr. Ramkisan Devidayal and Mr. Atul Patel Non- Executive Independent Directors of thecompany who were appointed as Independent Director for first term of five consecutiveyears in Annual General Meeting held on 27th September 2014. Being eligible forre-appointment for second term of five years they have offered themselves forre-appointment. The approval of the shareholders relating to re-appointment of Mr.Ramkisan Devidayal and Mr. Atul Patel is being considered at the

forthcoming Annual General Meeting.

None of the Directors of the Company is disqualified under Section 164(2) of theCompanies Act 2013. As required by law this position is also reflected in the Auditors'Report.

In accordance with provisions of Section 149 of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations2015) Mr. PM. Shah Mr. Ramkisan Devidayal Mr. Atul Patel Dr. Ajay Ranka and Mr.Jaideep Verma have given a declaration to the Company that they meet the criteria ofindependence as mentioned in Section 149(6) of the Companies Act 2013.

The composition of the Board meetings of the Board held during the year and theattendance of the Directors thereat have been mentioned in the Report on CorporateGovernance in the Annual Report.

Independent Directors' Declaration Our definition of 'Independence' of Directors isderived from Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Actand rules framed thereunder. The Independent Directors have also submitted a declarationthat they meet the criteria of independence and that they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective independent judgmentand without any external influence pursuant to Regulation 25 of the Listing Regulations.

Based on the confirmation / disclosures received from the Directors the followingNon-Executive Directors are Independent as on March 312019:

1) Mr. Pravinchandra M. Shah

2) Mr. Ramkisan A. Devidayal

3) Mr. Atul H. Patel

4) Dr. Ajay I. Ranka Committees of the Board

The Company has four Board Committees as on March 31 2019:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship & Share Transfer Committee

4) CSR Committee

Details of all the committees along with their main terms composition and meetingsheld during the year under review are provided in the Report on Corporate Governance apart of this Annual Report.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success.The Company believes that a truly diverse board will leverage differences in thoughtperspective knowledge skill regional and industry experience cultural and geographicalbackground age ethnicity race and gender which will help the Company to

retain its competitive advantage.

Familiarisation programme for Independent Directors

As trustees of shareholders independent directors play a pivotal role in upholdingcorporate governance norms and ensuring fairness in decision making. Being experts invarious fields they also bring independent judgment on matters of strategy riskmanagement controls and business performance.

At the time of appointing a new Independent Director a formal letter of appointment isgiven to the Director inter alia explaining the role duties and responsibilities of theDirector.

The Director is also explained in detail the compliances required from him / her underthe Act SEBI Regulations and other relevant regulations. By way of an introduction to theCompany presentations are also made to the newly appointed Independent Director onrelevant information like overview of the Company's businesses market and businessenvironment growth and performance organisational set up of the Company governance andinternal control processes. Ongoing familiarisation program aims to provide insights intothe Company and the business environment to enable all the Independent Directors to beupdated of newer challenges risks and opportunities relevant in the Company's context andto lend perspective to the strategic direction of the Company. The details forfamiliarisation program for the Independent Directors are put up on the website of theCompany. As required under Regulation 46(2)(i) of the Listing Regulations the details offamiliarisation programmes conducted during FY 2018-19 is also put on the Company'swebsite and the same can be accessed at the link :https://www.20microns.com/ wp-content/uploads/201 9/04/20ML_Familiarization-Programme.pdf

Significant and material orders passed by the Regulators or Courts

There are no significant and material orders passed by the regulator or courts ortribunal impacting the going concern status and Company's operations in future.

Auditors

A. Statutory Auditors

The Company's Auditors M/s. J.H. Mehta & Co. Chartered Accountants have beenappointed for a period of 5 [five] years from the 30th AGM till the 35th AGM. Pursuant tothe provisions of Companies (Amendment) Act 2017 requirement of ratification ofappointment of auditors to be made by shareholders in each subsequent annual generalmeetings has been omitted and the said provisions are came into effect by MCANotification dated 07th May 2018. M/s. J.H. Mehta & Co. Chartered Accountants hasfurnished a certificate of their eligibility and consent under Section 139 and 141 of theAct and the Companies (Audit and Auditors) Rules 2014 for their continuance as theAuditors of the Company for the FY 201920. In terms of the Listing Regulations theAuditors have confirmed that they hold a valid certificate issued by the Peer Review Boardof the ICAI. The Statutory Auditors' Report for FY 2018-19 on the financial statement ofthe Company forms

part of this Annual Report..

The Statutory Auditors' report on the financial statements for FY 2018-19 does notcontain any qualifications reservations or adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso to Section 143(12) of the Act.

B. Internal Auditors

The Company has reappointed M/s. N C Vaishanav and Co. M/s. P Mani and Co. and M/s.Deopura and Associates Chartered Accountants as the Internal Auditors of the Company forthe F.Y 2019-20 for the Western & Eastern Region South Region and North Regionrespectively.

C. Cost Auditors

Your Board has appointed Y. S. Thakar & Co Cost Accountants in Practice as CostAuditors of the Company for conducting cost audit for the FY 2019-20. A resolution seekingapproval of the members for ratifying the remuneration payable to the Cost Auditors for FY2019-20 is provided in the Notice to the ensuing Annual General Meeting.

Cost Records

The Cost accounts and records as required to be maintained under Section 148 (1) of Actare duly made and maintained by the Company.

D. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hadappointed M/s. J.J. Gandhi and Co. Company Secretaries as the Secretarial Auditor of theCompany for the year 2019-20 to conduct secretarial audit and to ensure compliance by theCompany with various Acts applicable to the Company. The Secretarial Audit Report for thefinancial year 2018-19 issued by M/s. J.J. Gandhi and Co. is annexed to this Report. Thereare no qualifications observations or adverse remark or disclaimer in the said report. Directors'Responsibility Statement Based on the framework of internal financial controls andcompliance systems established and maintained by the Company work performed by theinternal statutory cost and secretarial auditors including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bythe management and the relevant Board committees including the audit committee the Boardis of the opinion that the Company's internal financial controls were adequate andoperating effectively during the FY 2018-19. Pursuant to Section 134(5) of the Act theBoard of Directors to the best of their knowledge and ability confirm:

i) In the preparation of the annual accounts for the year ended 31st March 2019 theapplicable Indian Accounting Standards have been followed and there are no materialdepartures from the same.

ii) The Directors have selected such accounting policies and applied them consistentlyand 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 31st March 2019 and ofthe profit of the Company for the year ended on that date.

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

The Directors wish to convey their deep appreciation to all the employees bankerscustomers vendors investors and consultants/advisors of the Company for their sincereand dedicated services as well as their collective contribution to the Company'sperformance.

The Directors also thank the Government of India Governments of various states inIndia Governments of various countries and concerned Government departments for theircooperation.

For and on behalf of the Board of Directors

Chandresh S. Parikh
Place : Waghodia Vadodara Executive Chairman
Date : 28th May 2019

Annexure A

PART A - Statement containing the salient features of the financial statements ofsubsidiaries

[pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act2013 read with Rule 5 of the

Companies (Accounts) Rules 2014]

AOC-1

(Rs in Lakhs)

Sr. No. Name of Subsidiary Financial Period Ended Excha nge Rate in ' Share capital Reserves and Surplus Total Assets Total Liabilities (excluding Share capital and Reserves and Surplus) Invest ments Turnover Profit/ (Loss) before taxation Provisions for taxation Profit/ (Loss) after taxation % of share holding
1 20 Microns Nano Minarals Ltd. 31.03.2019 N.A 897.00 1866.92 4992.78 2228.86 1.48 4149.68 364.57 104.40 260.17 97.21%
2 20 Microns FZE 31.03.2019 18.86 28.30 150.73 255.25 76.23 - 550.99 53.87 - 53.87 100%
3 20 Microns SDN BHD 31.03.2019 16.97 85.53 279.68 493.03 127.82 - 619.46 86.10 20.65 65.45 100%
4 20 Microns Vietnam Co. Ltd. 31.03.2019 0.00299 27.08 12.36 209.78 170.33 412.81 13.09 2.65 10.43 100%
5 20M CC Pvt. Ltd. 31.03.2019 N.A 25.05 35.25 213.45 153.14 30.00 89.38 -13.93 0.22 -14.15 100%

Note :

1. Company is not having any associates or joint venture companies as on 31.03.2019

2. The Company has liquidated one of its subsidiaries companies viz. Silicate Minerals(I) Pvt. Ltd. during FY 2018-19. The said subsidiary was not material subsidiary asdefined under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

PART B - Statement pursuant to Section 129 (3) of the Companies Act 2013 relatedto Associate Companies and Joint Ventures

The Company is not having any Associate Company or Joint Venture Company as on 31stMarch 2019.

For and on behalf of the Board of Directors of 20 Microns Ltd.

(Chandresh Parikh) (Rajesh C. Parikh)
Place : Waghodia Vadodara Executive Chairman Chief Executive Officer and
Date : 28th May 2019 Managing Director

Annexure - B : Particulars of Employees

1. Details pertaining to remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

(i) The ratio of the remuneration of each Director to the Median Remuneration of theEmployees of the Company for the Financial Year 2018-19 and

(ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief executive Officer Company Secretary or Manager if any in the Financial Year.

Sr. No. Name of Director / KMP and Designation Remuneration* of Director / KMP for Financial Year 2018-19 (Rs in Lakhs) % increase in Remuneration for the Financial Year 2018-19 Ratio of Remuneration of each Director/KMP to the Median Remuneration of Employees
1 Mr. Chandresh S. Parikh - Executive Chairman 61.85 8 5.28
2 Mr. Rajesh C. Parikh - CEO & Managing Director 53.32 8 6.12
3 Mr. Atil C. Parikh - Managing Director 43.62 8 7.48
4 Mrs. Sejal R. Parikh - Non-Executive Director 2.20 275 148.18
5 Mr. Pravinchandra M. Shah - Non-Executive Independent Director 3.65 112.31 89.32
6 Mr. Ramkisan A. Devidayal - Non-Executive Independent Director 4.75 82.61 68.63
7 Mr. Atul H. Patel - Non-Executive Independent Director 3.20 112.28 101.88
8 Dr. Ajay I. Ranka - Non-Executive Independent Director 1.80 92.31 181.11
9 Mr. Narendrakumar R. Patel - Chief Financial Officer 27.96 8 11.67
10 Mrs. Anuja K. Muley - Company Secretary 12.23 8 26.67

* Remuneration paid to Whole Time Directors and KMP includes incentive paid during theyear and remuneration to NonExecutive Directors includes sitting fees and commission paidduring FY 2018-19

Remuneration for the purpose of the computation above in the case of ExecutiveChairman CEO & MD and MD is considered as the income earned during the financialyear 2018-19 without considering contribution to provident fund and other perquisites.

The Median Remuneration of Employee (MRE) including Whole Time Directors (WTDs) was Rs326292/- in fiscal 2019. The increase in MRE (including WTDs) in fiscal 2019 as comparedto fiscal 2018 is 13.39%.

The number of permanent employees on the rolls of the Company as of March 312019 andMarch 312018 was 446 and 410 respectively. The aggregate increase in salary for WTDs andother KMPs was 8.00% in fiscal 2018-19 over fiscal 2017-18. The rise in remuneration ismade as per Remuneration Policy of the Company. During the fiscal 2018-19 no employeereceived remuneration in excess of the highest-paid director.

During the FY 2018-19 the Non-Executive Independent Directors had been paid with theCommission within the limit as specified in the provisions of Companies Act 2013.

2. Information as per Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and forming part of the Board's Report for the yearended on March 31 2019.

a. Details of Top ten employees in terms of gross remuneration paid during the yearended March 312019:

Sr. No. Name of Director / KMP and Designation Remuneration* of Director / KMP for Financial Year 2018-19 (' in Lakh) Percentage increase in Remuneration for the Financial Year 2018-19 Ratio of Remuneration of each Director/KMP to the Median Remuneration of Employees
1 Mr. Chandresh S. Parikh - Executive Chairman 61.85 8 5.28
2 Mr. Rajesh C. Parikh - CEO & Managing Director 53.32 8 6.12
3 Mr. Prashant C. Bhavsar - Vice President 44.34 8 7.36
4 Mr. Atil C. Parikh - Managing Director 43.62 8 7.48
5 Mr. Nirakar H. Desai - President 42.95 0 7.60
6 Mr. K. K. Mishra - Vice President 39.41 8 8.28
7 Mr. Rakesh S. Parikh - Vice President 38.58 8 8.46
8 Mr. Ajay P. Joshi - Vice President 38.43 8 8.49
9 Mr. Milind A. Ranade - Associate Vice President 35.54 8 9.18
10 Mr. Sunil A. Mistry - Senior General Manager - Marketing 31.24 8 10.44

b. During the year none of the employee was in receipt of remuneration in theaggregate above one crore and two lakh rupees;

c. During the year none of employee who was appointed for part of year was in receiptof remuneration for that part of year at a rate which in the aggregate was more thaneight lakh and fifty thousand rupees per month;

d. During the year none of employee was in receipt of remuneration in the aggregateat a rate which in excess of remuneration drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrenmore than two percent of the equity shares of the company.

3. Persunt to the provisions of Section 197(12) of the Companies Act 2013 Mr. Atul C.Parikh was appointed as CEO and Managing Director of Company's subsidiary viz. 20Mircrons Nano Minerals Ltd. on 07.07.2017. During the year under review he received totalRemuneration of Rs 17.64 Lakhs from subsidiary co.

For and on behalf of the Board of Directors of 20 Microns Ltd.

(Chandresh Parikh) (Rajesh C. Parikh)
Place : Waghodia Vadodara Executive Chairman Chief Executive Officer and
Date : 28th May 2019 Managing Director

Annexure C - Particulars of Transactions made with related parties

[Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act 2013and Rule 8(2)

of the Companies (Accounts) Rules 2014]

AOC -2

This form pertains to the disclosure of particulars of transactions entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of thecompanies Act 2013.

Details of transactions not at arm’s length basis

There were no transactions entered into during the year ended March 312019 which werenot at arm's length basis.

Details of transactions at arm’s length basis

The details of transactions at arm's length basis for the year ended March 312019 areas follows-

Name of Related Party Nature of relationship Duration of Contract Amount
Type of Transaction Salient Terms C In Lakhs)
Sales of Material Not Applicable Not Applicable 968.63
Purchase of material Not Applicable Not Applicable 369.99
Royalty Received Not Applicable Not Applicable 90.83
Job work charges paid Not Applicable Not Applicable 1.78
20 Microns Nano Minerals Ltd. Interest Received Not Applicable Not Applicable 1.49
Subsidiary Reimbursement of Expenses Paid (Net) Not Applicable Not Applicable 0.65
Rent Received from Not Applicable Not Applicable 40.61
Rent Paid to Not Applicable Not Applicable 0.65
Sale of Fixed Asset Not Applicable Not Applicable 74.58
Purchase of Fixed Asset Not Applicable Not Applicable 19.48
Silicate Minerals step down Sales of Material Not Applicable Not Applicable 77.24
(I) Pvt. Ltd. Subsidiary Rent Received from Not Applicable Not Applicable 16.21
Sales of Material Not Applicable Not Applicable 49.80
20 MCC Pvt .Ltd. Subsidiary Sale of Fixed Asset Not Applicable Not Applicable 18.24
Purchase of material Not Applicable Not Applicable 50.12
Rent Received from Not Applicable Not Applicable 16.20
Mr. Chandresh S. Parikh Remuneration Paid to Not Applicable Not Applicable 61.41
Director Interest on Deposit Paid Not Applicable Not Applicable 7.32
Deposits received/renewed Not Applicable Not Applicable 10.00
Mr. Rajesh C. Parikh Director Remuneration Paid to Not Applicable Not Applicable 54.38
Mr. Atil C. Parikh Director Remuneration Paid to Not Applicable Not Applicable 45.43
Interest on Deposit Paid Not Applicable Not Applicable 0.60
Mrs. Ilaben C. Parikh Relative of Director Deposits received/renewed Not Applicable Not Applicable 15.50
Interest on Deposit Paid Not Applicable Not Applicable 2.03
Guest House Rent Paid Not Applicable Not Applicable 7.10
Mrs. Sejal R Parikh Director Deposit Received/Renewed Not Applicable Not Applicable 1.00
Interest on Deposit paid to Not Applicable Not Applicable 0.12
Mrs. Purvi A. Parikh Relative of Director Deposit Received/Renewed Not Applicable Not Applicable 5.00
Interest on Deposit paid to Not Applicable Not Applicable 0.61
Mr. N. R. Patel KMP Remuneration Paid to Not Applicable Not Applicable 31.86
Remuneration Paid to Not Applicable Not Applicable 11.13
Mrs. Anuja K. Muley KMP Deposit Received/Renewed Not Applicable Not Applicable 1.00
Interest on Deposit paid to Not Applicable Not Applicable 0.24
20 Microns Foundation Entity over which significant influence exists Donation Not Applicable Not Applicable 6.00

* Appropriate approvals have been taken for related party transactions.

The Company has not given loan or advance in the nature of loan to any of itssubsidiaries.

For and on behalf of the Board of Directors of 20 Microns Ltd.

(Chandresh Parikh) (Rajesh C. Parikh)
Place : Waghodia Vadodara Executive Chairman Chief Executive Officer and
Date : 28th May 2019 Managing Director