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20 Microns Ltd.

BSE: 533022 Sector: Metals & Mining
NSE: 20MICRONS ISIN Code: INE144J01027
BSE 00:00 | 17 Aug 109.65 1.50
(1.39%)
OPEN

108.90

HIGH

112.20

LOW

108.05

NSE 00:00 | 17 Aug 109.65 1.40
(1.29%)
OPEN

108.85

HIGH

112.20

LOW

108.00

OPEN 108.90
PREVIOUS CLOSE 108.15
VOLUME 48157
52-Week high 115.45
52-Week low 48.60
P/E 10.86
Mkt Cap.(Rs cr) 387
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 108.90
CLOSE 108.15
VOLUME 48157
52-Week high 115.45
52-Week low 48.60
P/E 10.86
Mkt Cap.(Rs cr) 387
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

20 Microns Ltd. (20MICRONS) - Director Report

Company director report

Dear Members

The Directors have pleasure to present their 35th AnnualReport on the business and operations of the Company and the Audited Financial Statementsfor the year ended March 312022.

Financial Results

The Company?s standalone and consolidated financial performancefor the year ended March 31 2022 is summarized below:

(Rs in Lakhs)

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Total Income 52295.03 43795.07 6153705 48608.49
Profit before Depreciation Interest and Tax (PBDITA) 7188.15 5606.66 8155.42 6102.35
Interest for the year 1800.14 2350.23 2024.42 2543.47
Depreciation for the year 1180.92 1178.77 136719 1382.99
Profit/(Loss) before tax and Exceptional items 420709 2077.66 4763.81 2175.89
Exceptional items - - - -
Profit/(loss) for the year 420709 2077.66 4763.81 2175.89
Tax liability :-
Current Tax 1041.65 537.52 122703 623.52
Deferred Tax 78.49 (705.02) 62.64 (748.66)
Prior period Tax - - - -
Net Profit/(Loss) for the year 3086.95 2245.15 3472.82 2301.03

Dividend

To conserve the resources your Directors have not recommended dividendduring the year under consideration.

Transfer to Reserves

The Directors do not propose to transfer any amount to reserves.

State of Company?s Affairs During the year under considerationfollowing financial developments have taken place -

• Revenue for the FY22 was '52295.03 Lakhs as against '43795.07Lakhs in FY21. The revenues has shown stagnation. As the company was focusing on theorganic growth value added products & robust price-mix effect in business.

• For FY22 EBITDA was at '7188.15 Lakhs compared to '5606.66 Lakhsin FY21

• The PAT for FY22 stood at '3086.95 Lakhs compare to '2245.15Lakhs in FY21.

• Company?s debt-equity ratio came to 0.45 in 2022 from 0.44in 2021.

• Net Worth of the Company is increased to '23352.50 Lakhs as onMarch 31 2022 as compared to '19910.21 Lakhs as on March 31 2021.

Investors Education and Protection Fund

During the year Company was not liable to transfer any amount to theInvestor Education and Protection Fund as required under Section 124 and 125 of theCompanies Act 2013. Pursuant to the provisions of Investor Education and Protection Fund(Uploading of Information regarding unpaid and unclaimed amounts lying with Companies)Rules 2012 the Company has uploaded the details of unpaid and unclaimed amounts lyingwith the Company as on 31.03.2021 on the website of the Company at web link -https://www.20microns.com/unpaid-dividend-deposit/

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

No material changes affecting financial position of the Companyoccurred between the end of the financial year and the date of report.

Corporate Governance Report and Management Discussions & Analysis

As required by Schedule V(C) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a detailed Report on Corporate Governance isgiven as a part of the Annual Report. The Company is in full compliance with therequirements and disclosures that have to be made in this regard. The Auditors?Certificate of the compliance with Corporate Governance requirements by the Company isattached to the Report on Corporate Governance.

A detailed report on Management Discussions and Analysis forms anintegral part of this report and also covers the consolidated operations and nature of ourbusiness.

Fixed Deposits

The Company has started accepting the 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 22nd May 2014 and subsequently approved by you from time totime.

As on 31.03.2022 outstanding Unsecured Fixed Deposits fromShareholders was '3246.93 Lakhs. Deposits amounting to '1673.70 Lakhs are due forrepayment on or before 31.03.2023.

The Company has not made any default in repayment of Deposits orInterests due thereon.

Details
Amount of deposit accepted/renewed during the year '318.61 Lakhs
Remained unpaid / unclaimed as at the end of the year Nil
Whether there is any default in repayment if yes then provide There is no default in repayment of deposits or interest due
details as below: thereon during the year under review.
Particulars Amount
At the beginning of the year 0.00
Maximum during the year 0.00
At the end of the year 0.00

Subsidiaries Joint Ventures & Associates

Pursuant to Section 129(3) of the Companies Act 2013("Act") the consolidated financial statements of the Company and itssubsidiaries Associate Company prepared in accordance with the relevant AccountingStandard specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014 form part of this Annual Report. Pursuant to the provisions of thesaid section a statement containing the salient features of the financial statements ofthe Company?s subsidiaries in Form AOC-1 is given in 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.com with web link https://www.20microns.com/annual-reports-of-all-subsidiaries/. These documents will also be available for inspectionthrough electronic mode.

During the FY 2021-22 associate company in the name of Dofner-20Microns Private Limited has been incorporated in which Company is holding 225000 Equityshares of face value of '10/- each.

Performance Highlights of Subsidiaries

As on 31.03.2022 the Company had 7 [Seven] Subsidiaries including onestep down subsidiary and One Associate Company viz. 20 Microns Nano Minerals Limited [20 MNANO]; 20 Microns SDN. BHD [20MSB] 20 Microns FZE [20MFZE] 20 Microns Vietnam CompanyLtd [20M Vietnam] 20 MCC Pvt. Ltd. [20MCC] Silicate Minerals (I) Pvt Ltd [SMIPL] and oneassociate Company viz. Dorfner-20 Microns Private Limited [D20MPL].

During the year under review 20 Microns Nano Minerals Limited reportedconsolidated revenue from operations of '8814.12 Lakhs and earned consolidated Net Profitof '511.84 Lakhs.

20M SDN BHD reported total Revenue of '327.19 Lakhs and Net Profit of'1.66 Lakhs while 20MFZE reported total Revenue of '318.47 Lakhs and the Net Loss of'(0.46) Lakhs. 20M Vietnam reported the Gross Revenue of '668.74 Lakhs and Net Profit of'9.02 Lakhs 20MCC Private Limited reported Total Revenue of '185.15 Lakhs and Net Loss of'(114.51) Lakhs SMIPL reported total revenue of '0.61 Lakhs and Net loss of '(3.81) Lakhsand Dorfner-20 Microns Private Limited reported total revenue of ' NIL and reported Netloss of '(2.95) Lakhs.

Companies which have become or ceased to be Subsidiaries Associatesand Joint Ventures

During the FY 2021-22 Dorfner-20 Microns Private Limited has becomeassociate cum Joint Venture Company. Further no company ceased as subsidiary or associateor joint venture of the company. For further analysis on the consolidated performanceattention is invited to the notes to the consolidated financial statements.

Particulars of Employees

The information as required under Section 197 of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given in Annexure B which forms part of this report. Pursuant to Section 197(14) ofthe Act the details of remuneration received by the Managing Directors from theCompany?s subsidiary company during FY 2021-22 are also given in Annexure B attachedto this report. None of the employees listed in the said Annexure B are related to anyDirectors of the Company.

The statement containing particulars of employees as required undersection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 will be provided upon request byshareholders.

In terms of Section 136 of the Companies Act 2013 the Report andaccounts are being sent to the members and others entitled thereto excluding theinformation on employees? particulars which is available for inspection by members atthe Registered office of the Company during business hours on working days of the Companyupto the ensuing Annual General Meeting.

Related Party Transactions

There are no material related party transactions made by the Companyduring the year that require shareholders? approval under Regulation 23(4) of theListing Regulations or Section 188 of the Act. All related party transactions are reportedto the Audit Committee. Prior approval of the Audit Committee is obtained on a yearlybasis for the transactions which are planned and / or repetitive in nature.

Policy for determining material related party is available at linkhttps://www.20microns.com/wp-content/uploads/2022/01/20ML_related_party_transaction_policy.pdf

Particulars of transactions with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed in Annexure Chereto.

Annual Return

The Annual Return for the Financial Year 2021-22 in prescribed Form No.MGT-7 as required under Section 92(1) of the Companies Act 2013 read with Rule 11 of theCompanies (Management and Administration) Rules 2014 is placed on the Company?sWebsite at web link: https://www.20microns.com/wp-content/uploads/2022/05/20ml-Form_MGT_7_ AnnualReturn2021-22.

Conservation of Energy Technology Absorption Foreign ExchangeEarnings & Outgo

Information as per Companies (Disclosure of particulars in the Reportof Board of Directors) Rules 1988 relating to conservation of energy technologyabsorption foreign exchange earnings and outgo are given in Annexure - D forming part ofthis report.

corporate social responsibility

In compliance with Section 135 of the Act the Company has undertakenCSR activities projects and programs as provided in the CSR policy of the Company and asidentified under Schedule VII to the Act.

The Board has framed a CSR Policy for the Company on therecommendations of the CSR Committee. The Report on CSR activities as required underCompanies (Corporate Social Responsibility) Rules 2014 including a brief outline of theCompany?s CSR Policy total amount to be spent under CSR for the financial year anddetails of amount spent on CSR during the year is set out at Annexure - E forming part ofthis Report.

We have 141 Juvenile patients registered with us. Compared to previousyear 30% patients are increased. All of them are under the watch and availing facilitygiven by us. They are taken to most reputed senior doctors (doing practice at Vadodara)for advice and now they are settled with comfortable life. To manage the work at DiabetesCentre and to reduce the fear of the patients (having age group of more than 16 years)are called and allowed them to work for the centre.

Every month we are getting new Type 1 patients from the hospitals ofVadodara which are financially week. We are providing them Insulin Glucometer Stripsand other stuffs related to Diabetes free of cost. We have arranged experienced doctorsfrom Vadodara to visit our centre and check the health of Type 1 patients. Doctors aregiving education to parents and making them understood the fact of the diabetes. On 21stOctober 2021 we have organized an Eye checkup camp for all Type 1 patients registeredwith us at no cost. Approximately more than 50 patients visited the facility of Dr. SujitDesai Subhanpura Vadodara. On 14th November 2021 On the day of WORLDDIABETES DAY we have arranged a function at Gotri Sun & Sun School. More than 100patients with their parents attended the function and expert doctors given a speech to allin connection with the latest researches done by WORLD DIABETES ASSOCIATION UK.

Risk Management Implementation

The Company operates in a competitive environment and is generallyexposed to various risks at different times such as technological risks business risksoperational risks financial risks etc. The Board of Directors and Audit Committee ofDirectors of the Company periodically review the Risk of the Company so that theManagement controls the risk through properly defined network. The Company has a systembased approach to business risk management backed by strong internal control systems.

A range of responsibilities from strategy to the operations isspecified. A strong independent internal audit function at the corporate level carries outrisk focused audits across all businesses enabling identification of areas where riskmanagements processes may need to be improved. The Board reviews internal audit findingsand provides strategic guidance on internal control monitors internal control environmentwithin the Company and ensures that Internal Audit recommendations are effectivelyimplemented. The combination of policies and procedures adequately addresses the variousrisks associated with your company?s businesses.

Internal Finance Control System Adequacy

The Company has established proper and adequate system of internalcontrol to ensure that all resources are put to optimum use and are well protected againstloss and all transactions are authorized recorded and reported correctly and there isproper adherence to policies and guidelines safeguarding its assets prevention anddetection of frauds and errors accuracy and completeness of the accounting records andtimely preparation of reliable financial disclosures processes in terms of efficienciesand effectiveness. The Company?s internal control systems are supplemented by anextensive program of internal audit by an independent firm.

All the transactions are conducted using the IT interface and thebusiness processes are further audited by internal auditors.

The Company?s internal control systems are also periodicallytested and certified by the internal auditors. The Audit Committee constituted by theBoard constantly reviews the internal control systems.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism of the Company which also incorporates a whistleblower policy has been approved and adopted by Board of Directors of the Company incompliance with the provisions of Section 177 (10) of the Companies Act 2013 andRegulation 22 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

The Whistle Blower Policy of the Company provides a mechanism foremployees / Board Members and others to raise good faith concerns about violation of anyapplicable law/ Code of Conduct of the Company gross wastage or misappropriation offunds substantial or specific danger to public health and safety abuse of authority orunethical behavior and to protect the individuals who take such actions from retaliationor any threat of retaliation and also provides for direct access to the Chairman of theAudit Committee in exceptional cases. The functioning of the Vigil mechanism is reviewedby the Audit Committee from time to time. During the financial year under review theCompany has not received any complaints against any employees/Board Members.

The policy of vigil mechanism may be accessed on the Company?s weblink - https://www.20microns.com/wp-content/ uploads/2022/06/20ML_vigil_mechanism_policy_2022.

Prevention of Sexual Harassment at Workplace

The Company has adopted a policy with the name "Policy onPrevention of Sexual Harassment at Workplace". The policy is applicable for allemployees of the organization which includes corporate office branches depots andmanufacturing locations etc.

A Complaint Committee has also been set up to redress complaintsreceived on sexual harassment as well as other forms of verbal physical written orvisual harassment. During the financial year under review the Company has not receivedany complaints of sexual harassment.

The policy of Prevention of Sexual Harassment at Workplace may beaccessed on the Company?s web link - https://www.20microns.com/wp-content/uploads/2018/06/Policy-on-Prevention-of-Sexual-Harrasment-at-Work-Place.pdf

During the period under review the Company has not received anycomplaint under this Policy.

Industrial Relations

During the year under review industrial relations remained harmoniousat all our offices and establishments.

General Shareholders Information

General Shareholders Information is given in the Report on CorporateGovernance forming part of this Annual Report.

Secretarial Standards

Your company has complied with the provisions of Secretarial Standardsissued by Institute of Company Secretaries of India.

Particulars of Loan Guarantees and Investments

Loans guarantee and investment covered under Section 186 of theCompanies Act 2013 form part of the notes to the financial statements provided in thisAnnual Report.

Selection and Procedure for Nomination and Appointment of Directors

The Company has a Nomination and Remuneration Committee("NRC") which is responsible for developing competency requirements for theBoard based on the industry and strategy of the Company. The Board composition analysisreflects an in-depth understanding of the Company including its strategies environmentoperations financial condition and compliance requirements.

The NRC makes recommendations to the Board in regard to appointment ofnew Directors and Key Managerial Personnel ("KMP") and senior managementemployees. The role of the NRC encompasses conducting a gap analysis to refresh the Boardon a periodic basis including each time a Director?s appointment or re-appointmentis required.

Criteria for determining qualifications positive attributes andindependence of a Director

In terms of the provisions of Section 178(3) of the Companies Act 2013and Regulation 19 of the SEBI (Listing obligation and disclosure Requirements)Regulations 2015 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 encouragesdiversity of thought experience knowledge age and gender. It also ensures that theBoard has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors asprescribed in the Act the Directors are expected to demonstrate high standards of ethicalbehavior communication skills and independent judgment. The Directors are also expectedto abide by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he /she meets the criteria laid down in Section 149(6) of the Companies Act 2013 the Rulesframed thereunder and Regulation 16(1)(b) of the SEBI (Listing Regulations and ObligationsRequirements) Regulations 2015.

Evaluation of Board of Directors

The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual directors pursuant to the provisions of theAct and the Listing Regulations 2015.

The Board evaluated its performance after seeking inputs from all theDirectors on the basis of criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of criteria such as the composition of committees effectiveness of committeemeetings etc. The above criteria are as provided by the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India.

Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Act and Regulation19 of the Listing Regulations 2015 the NRC has formulated a policy relating to theremuneration for the Directors Key Managerial Personnel (KMP) Senior Management andother employees. The philosophy for remuneration is based on the commitment of fostering aculture of leadership with trust. While formulating this policy the NRC has consideredthe factors laid down in Section 178(4) of the Act which are as under:

• That the level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run thecompany successfully;

• Remuneration to Directors KMP and Senior Management Employeesinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives 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/2019/12/20ML_ Nomination-RemunerationPolicy_2019-.pdf

Remuneration for Independent Directors and Non-Executive-Non-Independent Directors

The Non-Executive Directors including Independent Directors are paidsitting fees for attending the meetings of the Board and committees of the Board. As perthe Policy the overall remuneration (sitting fees and commission) should be reasonableand sufficient to attract retain and motivate Directors aligned to the requirements ofthe Company including considering the challenges faced by the Company and its futuregrowth imperatives. 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 underthe applicable provisions of the Act the Non-Executive Directors including IndependentDirectors were also paid a commission the amount whereof was recommended by the NRC andapproved by the Board during FY 2021-22 subject to approval of shareholders in the ensuingAnnual General Meeting.

The basis of determining the specific amount of commission payable to aNon-Executive Director is related to his attendance at meetings role and responsibilityas Chairman or member of the Board / Committees and overall contribution as well as timespent on operational matters other than at the meetings.

Board of Directors and meetings

The members of the Company?s Board of Directors are eminentpersons of proven competence and integrity. Besides experience strong financial acumenstrategic astuteness and leadership qualities they have a significant degree ofcommitment towards the Company and devote adequate time to the meetings and preparation.

The Board meets at regular intervals to discuss and decide on Company /business policy and strategy apart from other Board business. Intimation of Board Meetingdate would be given in advance to help them plan their schedule and ensure meaningfulparticipation in the meetings. Only in case of special and urgent business if the needarises the Board?s/Committee?s approval is taken by passing resolutions throughcirculation or by calling Board/Board Committee meetings at shorter notice as permittedby law.

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and Annual General Meetings.The agenda for the Board and Committee meetings includes detailed notes on the items to bediscussed to enable the Directors to take an informed decision. The Board of Directors hadheld six meetings during FY 2021- 22. For further details please refer to the CorporateGovernance Report which forms part of this Annual Report. The intervening gap between themeetings was within the period prescribed under the Act and the Listing Regulations 2015.

Directors and Key Managerial Personnel

In accordance with the Articles of Association of the Company Mrs.Sejal C. Parikh Non-Executive Non-Independent Director retires by rotation at thisAnnual General Meeting and being eligible offers herself for re-appointment. The Boardrecommends her appointment.

None of the Directors of the Company is disqualified under Section164(2) of the Companies Act 2013. As required by law this position is also reflected inthe Auditors? Report.

In accordance with provisions of Section 149 of the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Mr.Ramkisan A. Devidayal Mr. Atul Patel Dr. Ajay Ranka and Mr. Jaideep Verma have given adeclaration to the Company that they meet the criteria of independence as mentioned inSection 149(6) of the Companies Act 2013.

The composition of the Board meetings of the Board held during theyear and the attendance of the Directors thereat have been mentioned in the Report onCorporate Governance which forms part of this Annual Report.

Independent Directors? Declaration

Our definition of ‘Independence? of Directors is derived fromRegulation 16(1)(b) of the Listing Regulations 2015 and Section 149(6) of the Act andrules framed thereunder. The Independent Directors have also submitted a declaration thatthey meet the criteria of independence and that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence pursuant to Regulation 25 of the Listing Regulations2015.

Based on the confirmation / disclosures received from the Directorsthe following Non-Executive Directors are Independent as on March 312022:

1) Mr. Ramkisan A. Devidayal

2) Mr. Atul H. Patel

3) Dr. Ajay I. Ranka

4) Mr. Jaideep B. Verma

Committees of the Board

The Company has four Board Committees as on March 312022:

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 compositionand meetings held during the year under review are provided in the Report on CorporateGovernance a part of this Annual Report.

Board Diversity

The Company recognizes and embraces the importance of a diverse boardin its success. The Company believes that a truly diverse board will leverage differencesin thought perspective knowledge skill regional and industry experience cultural andgeographical background age ethnicity race and gender which will help the Company toretain its competitive advantage.

Familiarization Programme for Independent Directors

As trustees of shareholders Independent Directors play a pivotal rolein upholding corporate governance norms and ensuring fairness in decision making. Beingexperts in various fields they also bring independent judgment on matters of strategyrisk management controls and business performance.

At the time of appointing a new Independent Director a formal letterof appointment is given to the Director inter alia explaining the role duties andresponsibilities of the Director.

The Director is also explained in detail the compliances required fromhim / her under the Act SEBI Regulations and other relevant regulations. By way of anintroduction to the Company presentations are also made to the newly appointedIndependent Director on relevant information like overview of the Company?sbusinesses market and business environment growth and performance organizational set upof the Company governance and internal control processes.

Ongoing familiarisation program aims to provide insights into theCompany and the business environment to enable all the Independent Directors to be updatedof newer challenges risks and opportunities relevant in the Company?s context and tolend 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 2015 and thesame can be accessed at the link : https://www.20microns.com/wp-content/uploads/2019/04/20ML_Familiarization-Programme.pdf

Significant and material orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulatorsor Courts or Tribunal impacting the going concern status and Company?s operations infuture.

Auditors

A. Statutory Auditors

M/s. J H Mehta & Co. Chartered Accountants (Firm Registration No.106227W) were appointed as statutory auditors of the company at the conclusion of 30thAGM of the Company. In terms of their appointment made at the 30th AGM held on05.08.2014 they are holding office of the auditors up to the conclusion of the 35thAGM and hence would retire at the conclusion of the forthcoming 35th AGM.

Accordingly M/s. Manubhai & Shah LLP Chartered Accountants (FirmRegistration No. 106041W/W100136) will be appointed as statutory auditors of the companyfor a period of 5 years commencing from the conclusion of 35th AGM till theconclusion of the 40th AGM subject to approval of shareholders in the ensuingAnnual General Meeting.

M/s. Manubhai & Shah LLP Chartered Accountants from Ahmedabad 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 period of Five years. In terms of the Listing Regulations2015 the Auditors have confirmed that they hold a valid certificate issued by the PeerReview Board of the ICAI.

The Statutory Auditors? Report received from M/s. J. H. Mehta& Co. Chartered Accountants for FY 2021-22 on the financial statement of the Companyforms part of this Annual Report.

The Statutory Auditors? report on the financial statements for FY2021-2022 does not contain any qualifications reservations or adverse remarks ordisclaimer.

The Statutory Auditors of the Company have not reported any fraud asspecified under the second proviso to Section 143(12) of the Act

B. Internal Auditors

The Company has re-appointed M/s. Lalit R. Mehta & AssociatesChartered Accountants Vadodara as the Internal Auditors of the Company for the F.Y.2022-23.

C. Cost Auditors

Your Board has re-appointed M/s. Y. S. Thaker & Co CostAccountants in Practice as Cost Auditors of the Company for conducting cost audit for theFY 2022- 23. A resolution seeking approval of the members for ratifying the remunerationpayable to the Cost Auditors for FY 2022-23 is provided in the Notice to the ensuingAnnual General Meeting.

Cost Records

The Cost accounts and records as required to be maintained underSection 148 (1) of Act are duly made and maintained by the Company.

D. Secretarial Auditors

The Secretarial Audit Report for the financial year 2021- 22 issued byM/s. J.J. Gandhi and Co. Practicing Company Secretaries is annexed to this Report. Thereare no qualifications observations or adverse remark or disclaimer in the said report.

For the FY 2022-23 Company has appointed M/s. Parikh Dave &Associates. Practicing Company Secretaries Ahmedabad as the Secretarial Auditor of theCompany to conduct secretarial audit and to ensure compliance by the Company with variousActs applicable to the Company.

Directors? Responsibility Statement

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory cost and secretarial auditors including audit of internal financial controlsover financial reporting by the statutory auditors and the reviews performed by themanagement and the relevant Board committees including the audit committee the Board isof the opinion that the Company?s internal financial controls were adequate andoperating effectively during the FY 2021-2022.

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability Your Directors hereby confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act

2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) t he Directors have prepared the annual accounts on a going concernbasis;

e) t he Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate andoperating effectively;

f) adequate systems and processes commensurate with the size of theCompany and the nature of its business have been put in place by the Company to ensurecompliance with the provisions of all applicable laws as per the Company?s GlobalStatutory Compliance Policy and that such systems and processes are operating effectively.

DISCLOSURE ABOUT THE APPLICATION AS MADE OR ANY PROCEEDING IS PENDINGUNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC) 2016 DURING THE YEAR ALONG WITH THEIRSTATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review no application has been made or anyproceeding is pending under the Insolvency and Bankruptcy Code (IBC) 2016.

DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF VALUATIONEXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROMTHE BANKS OR FINANCIAL INSTITUION ALONG WITH THE REASON THEREOF.

During the year under review no valuation has been executed with Bankfor one time settlement although Company has changed its banker under consortium withState Bank of India from IDBI to Bank of Baroda.

Acknowledgement

The Directors wish to convey their deep appreciation to all theemployees bankers customers vendors investors and consultants/advisors of the Companyfor their sincere and dedicated services as well as their collective contribution to theCompany?s performance.

The Directors also thank the Government of India Governments ofvarious States in India Governments of various Countries and concerned Governmentdepartments for their cooperation.

For and on behalf of the Board of Directors
Rajesh C. Parikh
Chairman & Managing Director
Place: WaghodiaVadodara Date: 03rd May 2022 DIN: 00041610

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