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Alok Industries Ltd.

BSE: 521070 Sector: Industrials
NSE: ALOKINDS ISIN Code: INE270A01029
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VOLUME 748153
52-Week high 32.30
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Mkt Cap.(Rs cr) 11,420
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OPEN 23.15
CLOSE 23.00
VOLUME 748153
52-Week high 32.30
52-Week low 18.25
P/E
Mkt Cap.(Rs cr) 11,420
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Alok Industries Ltd. (ALOKINDS) - Director Report

Company director report

To the Members

The Reconstituted Board of the Company (as defined elsewhere in this Report) presentsto the Members the 33rd Annual Report of the Company which includes theDirectors' Report ("Annual Report").

In accordance with the application made by State Bank of India the Hon'ble NationalCompany Law Tribunal Ahmedabad bench ("Adjudicating Authority") videits order dated 18 July 2017 had ordered the commencement of the corporate insolvencyresolution ("CIR") process in respect of the corporate debtor i.e. AlokIndustries Limited ("Company") under the provisions of the Insolvency andBankruptcy Code 2016 (the "Code"). An Interim Resolution Professional ("IRP")was appointed to manage the affairs of the Company who was later confirmed to be theResolution Professional ("RP"). Upon appointment of the IRP / RP thepowers of the Board of Directors were suspended.

Pursuant to its order dated 08 March 2019 ("NCLT Order") theAdjudicating Authority approved the resolution plan ("Approved Resolution Plan")submitted by JM Financial Asset Reconstruction Company Limited ("JMFARC")JMFARC – March 2018 – Trust ("ARC Trust") and RelianceIndustries Limited ("RIL") ("Resolution Applicants") forthe Company under Section 31 of the Code. In accordance with the provisions of the Codeand the NCLT order the Approved Resolution Plan is binding on the corporate debtor andits employees members creditors guarantors and other stakeholders involved in theresolution plan.

As per the Approved Resolution Plan during the period between the NCLT Approval Date(as defined in the Approved Resolution Plan) and the Closing Date (as defined in theApproved Resolution Plan) ("Interim Period") a monitoring committee wasconstituted ("Monitoring Committee") which during the period following the dateof approval from Competition Commission of India("CCI") and until the ClosingDate comprising of 4 (Four) representatives of the Financial Creditors 2 (Two)representatives of the Resolution Applicants and the Erstwhile Resolution Professionalmanaged the affairs of the Company as a going concern and supervised the implementation ofthe Resolution Plan. The powers of the Board of Directors continued to remain suspended asper the terms of the Approved Resolution Plan. Accordingly the Monitoring Committee was inoffice for the entire period to which this report primarily pertains. During the CIRProcess (i.e. between 18 July 2017 and 08 March 2019) the RP was entrusted with themanagement of the affairs of the Company. The mandate of the Monitoring Committee was tomanage the affairs of the Company as a going concern and supervise the implementation ofthe Resolution Plan. The Monitoring Committee at their Closing Meeting held on 14thSeptember 2020 inter-alia reconstituted the Board of Directors of the Company ("ReconstitutedBoard") and upon conclusion of this Meeting the Monitoring Committee stooddissolved.

The Reconstituted Board of Directors of the Company is submitting this Report incompliance with the provisions of the Companies Act 2013 the rules and regulationsframed thereunder ("Act") and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI LODRRegulations"). The Reconstituted Board is not to be considered responsible todischarge fiduciary duties with respect to the oversight on financial and operationalhealth of the Company and performance of the management for the period prior to itsreconstitution.

This Report was discussed in a meeting held with the Key Management Persons andthereafter taken on record by the Reconstituted Board.

1. FINANCIAL RESULTS:

(Rs. in crore)

Particulars Standalone Consolidated
31.03.2020 31.03.2019 31.03.2020 31.03.2019
Revenue from operations 3166.34 3128.76 3328.78 3352.24
Operating Profit / (Loss) before Interest Depreciation and Taxes (202.07) (72.80) (88.17) (110.64)
Minority Interest and Share in Profit of Associates - - (0.99) (1.02)
Profit / (Loss) exceptional items and taxes (830.09) (4763.97) (744.63) (4969.91)
Exception Item 2052.55 7045.19 2052.55 7045.19
Profit / (Loss) Before Tax (after exceptional items) 1222.46 2281.22 1307.92 2075.28
Tax Expenses (including Deferred Tax) (0.73) (0.91) (2.31) (0.88)
Profit after Tax 1223.19 2282.13 1310.23 2076.16
Other Comprehensive Income 1.37 1.69 (296.68) (149.82)
Total Comprehensive Income 1224.55 2283.82 1013.55 1926.34

Results of Operations and the State of Company's Affairs

The Highlights of the Company's Performance (Standalone) for the Year Ended March 312020 are as Under:

The overall operations of the company continued to run at average of about 30% due toworking capital constraints.

Total sales of the Company increased by 1.20% to Rs. 3166.34 crore from Rs. 3128.76crore in the previous year:

Domestic sales increased by 3.2% to Rs. 2385.97 crore from Rs. 2312.76 crore in theprevious year

Export sales decreased by 4.4% to Rs. 780.38 crore from Rs. 816.00 crore in previousyear

Operating EBITDA (before exceptional items) was loss of Rs. 202.07 crore as compared toEBITDA loss (before exceptional items) of Rs. 72.80 crore in the previous year.

Operating Profit Before Tax (PBT) (before exceptional items) was loss of Rs. 830.09crore as compared to PBT (before exceptional items) loss of Rs. 4763.96 crore in theprevious year.

The reported Profit After Tax (after exceptional item) for the year was Rs. 1224.55crore as compared to Profit After Tax (after exceptional item) of Rs. 2283.82 crore.

Financial Performance Review and Analysis (Consolidated)

The Company achieved a consolidated revenue of 3328.78 crore marginally lower by 0.7%as compared to consolidated revenue of Rs. 3352.24 crore in the previous year

Operating EBITDA (before exceptional items) was loss of Rs. 88.17 crore as compared toEBITDA loss (before exceptional items) of Rs. 110.64 crore in the previous year.

Operating Profit Before Tax (PBT) (before exceptional items) was loss of Rs. 743.64crore as compared to PBT (before exceptional items) loss of Rs. 4968.89 crore in theprevious year.

The reported Consolidated Profit After Tax (after exceptional item) for the year wasRs. 1013.55 crore as compared to Profit After Tax (after exceptional item) of Rs.1926.34 crore in the previous year.

2. EFFECTS OF IMPLEMENTATION OF RESOLUTION PLAN

Pursuant to the CIRP Process and implementation of the Resolution Plan there has beena gain by way of exceptional items of Rs. 2052.55 crore on account of the following: a.Extinguishment of dues of operational creditors – Rs. 938.97 crore b. Extinguishmentof dues of financial creditors – Rs. 1093.52 crore c. Extinguishment of other currentand non-current liability – Rs. 20.06 crore

3. EXCEPTIONAL ITEMS

RECOGNIZED IN PREVIOUS YEAR FINANCIAL STATEMENTS:

Exceptional Item for the year 2018-19 was Rs.7045.19 crore mainly related to thereversal of entire interest provision made by the Company from July 18 2017 till March08 2019 the date of the Hon'ble NCLT Court Order approving the Resolution Plan.

Exceptional Item for the year 2019-20 was Rs.2052.55 crore being extinguishments ofdues of Operational Creditors write-back of non-assignable loans of financial creditorsand extinguishments of other Current and Non-Current Liability.

4. COMPANY'S PERFORMANCE:

The total sales of the Company for the year under review amounted to Rs.3166.34 crores(including exports together with export incentives of Rs. 780.38 crores).

The loss before tax and exceptional item was Rs.830.09 crores mainly due to sub-optimumlevel of manufacturing operations lower profitability provision for doubtful debts andadvances interest burden and depreciation. The Profit after Tax of Rs.1224.55 crore isdue to exceptional item of Rs. 2052.55 crore as mentioned above.

A detailed analysis of financial results is given in the "Management Discussionand Analysis Report" which forms part of this Report.

5. DIVIDEND:

There is no recommendation of dividend on preference shares and equity shares of theCompany for the financial year under review.

6. TRANSFER TO RESERVES:

No amount has been transferred to Reserves for the financial year under review.

7. EROSION OF NETWORTH

Net worth as at 31st March 2020 was negative at Rs.10688.68 crore.Accumulated losses have resulted in the erosion of over 266% of peak net worth ofRs.6429.89 crores during the immediately preceding four financial years. A ResolutionPlan has been approved by the Adjudicating Authority with effect from 08 March 2019 asstated above and the new management has stated in the Approved Resolution Plan that itwould be their endeavor to turn around the company's operations.

8. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR:

Pursuant to the Approved Resolution Plan the following key changes have taken place:(i) Reduction of Face Value of the Equity Shares of the Company:

The existing Paid Up Equity Capital of the Company stands reduced by reducing the facevalue of the Equity Shares from Rs.13773178950 divided into 1377317895 Equity Sharesof Rs.10 each fully paid up to Rs.1377317895 divided into 1377317895 Equity Sharesof Re.1 each fully paid.

(ii) Reclassification of Authorized Share Capital of the Company:

The Authorised Share Capital of the Company has been reclassified from Rs.40000000000/- (Rupees Four Thousand Crore only) comprising 4000000000 (Four HundredCrore) Equity Shares of Rs.10 (Rupees Ten) each to Rs.35000000000/- (Rupees ThreeThousand Five Hundred Crore only) comprising 35000000000 (Three Thousand Five HundredCrore) Equity Shares of Re.1/- (Rupee One) each and 5000000000 (Five Hundred Crore)Preference Shares of Re.1 (Rupee One) each.

(iii) Allotment of Equity Shares and Optionally Convertible Preference Shares toRIL:

833333333 equity shares at Rs.3/- per share and 2500000000 - 9% OptionallyConvertible Preference Shares at Re.1/-per share aggregating to Rs.4999999999/- (RupeesFour Hundred Ninety Nine Crore Ninety Nine Lacs Ninety Nine Thousand Nine Hundred NinetyNine only) has been allotted on preferential basis for cash to RIL in accordance with theApproved Resolution Plan. There has been no variation in the use of funds so raised.

(iv) Payment of dues to eligible Financial Creditors

Upfront payment towards settlement of the debts of eligible financial creditors as alsopayment towards assignment of the debt has been made.

(v) Assignment of the balance Outstanding Debts by Financial Creditors to JMFARC.

In accordance with the Approved Resolution Plan the financial creditors have assignedan amount of Rs. 22682.60 crore to JMFARC being the balance debt eligible to be assigned.

In accordance with the Approved Resolution Plan JMFARC has further assigned an amountof Rs. 5000 crore to RIL.

9. MATERIAL DEVELOPMENTS POST CLOSURE OF THE FINANCIAL YEAR:

Pursuant to the Approved

Resolution Plan the following key changes have taken place post closure of theFinancial Year: (a) 135911844 (6.15%) equity shares of the Company pledged by theoutgoing promoters of the Company as security with the financial creditors weretransferred to JMFARC (acting in its capacity as Trustee of ARC Trust).

(b) In terms of the Approved Resolution Plan JMFARC (acting in its capacity as Trusteeof ARC Trust) and Reliance Industries Limited (‘RIL') have converted such portion oftheir assigned debt into equity such that their joint equity holding in the Company is75%. Pursuant to such conversion the proportionate reduction in Outstanding ARC Debt asper clause 1.2 (xii) of the Approved Resolution Plan is Rs. 5240.14 crore. The price atwhich the conversion has taken place has been determined in accordance with the ApprovedResolution Plan and applicable law and consequently the difference between the issue of275.46 crore equity shares at face value and the amount by which the assigned debt hasbeen proportionately reduced as stated above has been recognised as exceptional gain inthe statement of profit and loss.

(c) Pursuant to the implementation of the resolution plan RIL and JMFARC (acting inits capacity as Trustee of ARC Trust) have taken joint control of the Company. RIL hasbeen classified as the Promoter of the Company. Since JMFARC (acting in its capacity asTrustee of ARC Trust) is the ‘Persons Acting in Concert' (PAC) with RIL butconsidering that there is no provision for PAC in the prescribed format of shareholdingpattern they have been shown as part of the Promoter group with explanatory note.Further the outgoing promoters' shareholding of 10827 equity shares have been cancelledand extinguished without any payout to the outgoing promoter group. Further the outgoingpromoters of the Company in accordance with the Approved resolution Plan will bereclassified as ‘non-promoters' and their shareholding if any will be classified as‘non-promoter non-public' upon receipt of the requisite approvals from the stockexchanges.

(d) Effective 14th September 2020 the Monitoring Committee stooddissolved the erstwhile Board of Directors vacated their office and the Board has beenreconstituted with new members.

(e) The Key Managerial Personnel have been identified and appointed.

(f) The existing Statutory Auditors vacated their office and new Statutory Auditorswere appointed in their place.

IMPACT OF COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite periods oftime. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown.COVID-19 is significantly impacting business operation of the companies by way ofinterruption in production supply chain disruption unavailability of personnel closure/ lockdown of production facilities etc. In assessing the recoverability of Company'sassets such as Investments Loans Trade receivable etc. the Company has consideredinternal and external information. The company has performed sensitivity analysis on theassumptions used basis the internal and external information / indicators of futureeconomic conditions the Company expects to recover the carrying amount of the assets.

10. EMPLOYEE STOCK OPTION SCHEME (ESOS):

The Company Secretary has represented to the Reconstituted Board that during the yearunder review the Company did not have any Employee Stock Option Scheme (ESOS) and nor isany such earlier Scheme in force and hence the details of the shares issued under ESOS andthe disclosures as per Securities and Exchange Board of India (Share based EmployeeBenefits) Regulations 2014 are not applicable to the Company.

11. NATURE OF BUSINESS:

There has been no change in the nature of the business of the Company during the yearunder review.

12. FINANCE AND ACCOUNTS:

During the year under review the Company has been sanctioned a Term Loan of Rs.5137crore by banks and a working capital loan of Rs.415 crore.

The Company has been assigned a rating of Provisional CARE AA (CE); Stable outlook byCARE Ratings Limited vide their communication dated 6th March 2020 for theTerm Loans/ Working Capital facilities of the Company.

As mandated by the Ministry of Corporate Affairs the Financial Statements for the yearended 31.03.2020 have been prepared in accordance with the Indian Accounting Standards(IND AS) notified under Section 133 of the Act read with the Companies (Accounts) Rules2014. The management team has represented to the Reconstituted Board that the estimatesand judgments relating to the Financial Statements are made on a prudent basis so as togive a true and fair view of the state of affairs and profits and cash flows of theCompany for the year ended March 31 2020 and the Reconstituted Board has relied on suchrepresentation.

13. DEPOSITS

The Company has not accepted any deposit or renewed any deposit during the period underreview.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:

During the year under review the Company has not provided any loan guarantee or madeinvestment under provisions of Section186 of the Act.

15. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance withthe relevant Indian Accounting Standards issued by the Institute of Chartered Accountantsof India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of Subsidiaries/ Associate Companies/Joint Ventures in Form AOC-1 is providedas Annexure A to the consolidated financial statement and therefore not repeated to avoidduplication.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company had prior to the commencement of the CIR process put in place a Boardapproved Corporate Social Responsibility (CSR) Policy and it is also available on thewebsite of the Company at http://www.alokind.com/Downloads/

CSR%20Policy.pdf. The terms of reference of the Committee are detailed in the enclosedCorporate Governance Report. During the CIR process and post the approval of theResolution Plan powers of the Board and its committees continued to remain suspended andaccordingly the CSR Committee had not met during this period.

Pursuant to Section 135 of the Companies Act 2013 read with CSR policy of the Companyit is required to spend two percent of the average net profit of the Company for threeimmediately preceding financial years. As the average net profit of the Company duringprevious three financial years was negative the Company was not required to spend anyamount for the CSR purpose during the year under review.

Annual Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 as amended has been annexed as Annexure-3 andforms integral part of this Report.

Being socially responsible and having ethical business practices are the tenets ofAlok's corporate philosophy. In everything that the Company does there is a strongcommitment to wider all-round social progress as well as to a sustainable developmentthat balances the needs of the present with those of the future. The Company's CSR Policycenters around giving preference to the local area and areas around it where the Companyoperates for spending the amount earmarked for CSR activities. As per the CSR Policy ofthe Company Health Education Environment Rural Transformation Disaster Response arethe focus areas for CSR engagement.

17. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year employee relations at all the Units remained cordial. Despite thechallenging scenario the work force aided your Company in maintaining the operations ofthe company.

18. RISK MANAGEMENT

The Company had prior to the commencement of the CIR process put in place a RiskManagement Policy which was reviewed by the Audit Committee from time to time. Thedetails of the identification of the various risk associated with the business of theCompany which may threaten existence of the Company is detailed in the enclosed ManagementDiscussion & Analysis Report.

During the CIR period and during implementation of the Approved Resolution Plan thepowers of the Board continued to remain suspended as per the terms of the ApprovedResolution Plan and accordingly no meetings of the Risk Management Committee as well asthe Audit Committee took place during the year.

19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place policies and procedures to ensure orderly and efficientconduct of its business including adherence to Company policies safeguarding its assetsprevention and detection of frauds and errors accuracy and completeness of accountingrecords and timely preparation of reliable financial information. Your Company withrespect to all material aspects has adequate internal financial controls over financialreporting and such internal financial controls were operating effectively during theperiod under review.

Company's ERP Package "SAP" is operated as per pre-defined manual. TheCompany also has adopted Standard Operating Practices (SOPs) for its various areas ofoperations which are in line with SAP manual. SOPs are adopted or revised if requiredto ensure that internal control system is effective and constantly assessed andstrengthened.

The Internal Audit is outsourced to external firms of Chartered Accountants and theyevaluate the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.

Statutory Auditors of the Company have in their Report dated July 31 2020 opined thatthe Company has in all material respects adequate internal financial controls overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at 31 March 2020.

20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company had prior to the commencement of the CIR process put in place a VigilMechanism/ Whistle Blower Policy. The details of the Policy as well as establishment ofvigil mechanism are provided in the Corporate Governance Report enclosed and are alsoavailable on the website of the Company i.e. http://www.alokind.com/Downloads/Whistle%20Blower%20Policy.pdf .

The Company Secretary has represented to the Reconstituted Board that no worker /employee was denied access to the members of the Monitoring Committee during the yearunder review and that no complaints were received during the year and the ReconstitutedBoard has relied on such representation by the Company Secretary.

21. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31.03.2020 the Company had 12 subsidiaries (direct or step down) and 3 jointventure companies as under:

Subsidiaries of Alok Industries Limited

1. Alok Infrastructure Limited

2. Alok International Inc.

3. Alok International (Middle East) FZE

4. Alok Global Trading (Middle East) FZE (business licence cancelled on 12thSeptember 2017)

5. Alok Singapore PTE Limited

6. Alok Worldwide Limited

Step-down subsidiaries of Alok Industries Limited

1. Alok Industries International Limited

2. Grabal Alok International Limited

3. Grabal Alok (UK) Limited (under liquidation effective 10th July 2017)

4. Mileta a.s.

5. Kesham Developers & Infotech Private Limited (Under a voluntary winding upprocess effective 20th February 2012)

6. Springdale Information & Technologies Private Limited (Under a voluntary windingup process effective 20th February 2012)

Joint Ventures

1. New City of Bombay Manufacturing Mills Limited

2. Aurangabad Textiles and Apparel Parks Limited

3. Triumphant Victory Holdings Limited

Associates

Nil

There are no Companies / Bodies Corporate which have become/ ceased to be subsidiary /Joint Venture / Associate during the financial year 2019-20.

Alok Infrastructure Limited has been admitted under the Corporate Insolvency ResolutionProcess in terms of the Insolvency and Bankruptcy Code 2016 (‘Code') on 24 October2018. It is understood that the Resolution Professional of Alok Infrastructure hassubsequently filed an application under Section 12A of the Code for withdrawing thepetition for commencement of insolvency proceedings and a decision on the same is awaited.Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 a statement containing salient features of financialstatements of subsidiaries and joint venture companies in Form AOC- 1 is attached to theFinancial Statements. The separate financial statements in respect of each of thesubsidiary shall be kept open for inspection at the Registered Office of the Company. TheCompany will also make available these documents upon request by any Member of the Companyinterested in obtaining the same. The separate financial statements in respect of each ofthe subsidiary are also available on the website of the Company at www. alokind.com.

The Company has formulated a Policy for determining Material Subsidiaries. The Policyis put up on the Company's website and can be accessed at http://www.alokind.com/Downloads/Policy%20 for%20Determining%20Material%20 Subsidiaries.pdf. In termsof the policy none of the subsidiaries of the company was determined to be a materialsubsidiary by the Board of Directors in the previous years. The Manager and the ChiefFinancial Officer have represented to the Reconstituted Board and the Reconstituted Boardhas taken on record that none of the companies met the criteria of being treated as amaterial subsidiary during the year under review.

22. DIRECTORS AND KEY MANGERIAL PERSONNEL: I. Appointments:

Pursuant to commencement of the CIR Process the powers of the board of directors weresuspended and were exercised by the Resolution Professional / the Monitoring Committee inaccordance with the provisions of the Code / Approved Resolution Plan. No new Directorswere appointed on the Board during the year under review.

Upon commencement of the CIR process the powers of the Board of Directors weresuspended and continued to remain suspended thereafter as per the terms of the ApprovedResolution Plan during the year under review.

As per the Approved Resolution Plan on the Closing Date i.e. September 14 2020 theBoard of the Company was reconstituted by the Monitoring Committee and accordinglyfollowing Directors have been appointed as Additional Directors who shall hold officeuntil the date of forthcoming Annual General Meeting (AGM).

1. Mr. A. Siddharth – Independent Director Chairman of the Board

2. Mr. Rahul Dutt – Independent Director

3. Ms. Mumtaz Bandukwala - Independent Director

4. Mr. Anil Rajbanshi – Nominee Director (Non-Executive) representing RIL

5. Mr. Hemant Desai - Nominee Director (Non-Executive) representing RIL

6. Mr. V. Ramachandran - Nominee Director (Non-Executive) representing RIL

7. Mr. Samir Chawla - Nominee Director (Non-Executive) representing JMFARC

The Company has received notices under Section 160 of the Companies Act 2013 fromshareholders signifying intention to propose their candidature as Directors of theCompany.

The Board of Directors commends their appointment at the ensuing AGM.

II. Key Managerial Personnel

The following were the Key

Managerial Personnel of the Company during the financial year under review:

(1) Mr. Senthil Kumar M.A.- Executive Director & CEO (Processing) – resignedwith effect from 20th January 2020

(2) Mr. Tulsi Tejwani- Executive Director & CEO (Weaving)

(3) Mr. Sunil O. Khandelwal- Chief Financial Officer

(4) Mr. K.H. Gopal- Company Secretary.

As on the date of this Report the following are the Key Managerial Personnel:

1) Mr. Sunil O. Khandelwal – Manager- Resigned from the post of CFO with effectfrom September 15 2020. He has been appointed as Manager with effect from September 162020 subject to approval of Members. The Board has recommended his appointment as Managerat the ensuing AGM.

2) Mr. Bijay Agrawal – Chief Financial Officer- Appointed with effect fromSeptember 16 2020

3) Mr. K.H. Gopal – Company Secretary

23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

As stated above as the powers of the Board of Directors stood suspended as per theterms of the Approved Resolution Plan post July 18 2017 and continued to remainsuspended till September 14 2020 no meetings of the Board were held during the yearunder review. However during the year under review 13 meetings of the MonitoringCommittee were held.

24. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

(1) Audit Committee;

2) Nomination and Remuneration Committee;

(3) Stakeholders' Relationship Committee;

(4) Corporate Social Responsibility and Governance Committee.

As the powers of the Board of Directors stood suspended post commencement of the CIRprocess and continued to remain suspended in terms of the Approved Resolution Plan nomeetings of any of these Committees were held during the year under review.

(1) Audit Committee

Post implementation of Approved Resolution Plan the Audit Committee has beenreconstituted in accordance with the provisions of Companies Act 2013 and SEBI LODRRegulations with effect from 14th September 2020 as detailed below:

a. Shri A. Siddharth- Chairman

b. Shri Rahul Dutt- Member

c. Shri V. Ramachandran- Member

All the recommendations made by the Audit Committee were accepted by the reconstitutedBoard.

(2) Nomination and Remuneration Committee

Post implementation of the Approved Resolution Plan the Nomination and RemunerationCommittee has been reconstituted in accordance with the provision of Companies Act 2013and SEBI LODR Regulations with effect from 14th September 2020 as detailedbelow:

a. Shri. Rahul Dutt- Chairman

b. Shri. A. Siddharth- Member

c. Shri. Hemant Desai- Member

(3) Stakeholders' Relationship Committee

Post implementation of the Approved Resolution Plan the Stakeholders' RelationshipCommittee has been reconstituted in accordance with the provisions of Companies Act 2013and SEBI LODR Regulations with effect from 14th September 2020 as detailedbelow: a. Shri. A. Siddharth- Chairman b. Shri. Anil Kumar Rajbanshi- Member

c. Smt. Mumtaz Bandukwala- Member d. Shri. V. Ramachandran- Member (4) CorporateSocial Responsibility Committee.

Post implementation of the Approved Resolution Plan the Corporate SocialResponsibility Committee has been reconstituted in accordance with the provisions ofCompanies Act 2013 and SEBI LODR Regulations with effect from 14th September2020 as detailed below: a. Smt. Mumtaz Bandukwala- Chairman b. Shri Rahul Dutt- Member c.Shri V. Ramachandran- Member

25. ANNUAL EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015

("SEBI LODR Regulations") the Board is required to carry an annualevaluation of its own performance the directors individually including IndependentDirectors as well as the evaluation of the working of various committees.

The powers of the Board of Directors which were suspended during the CIR periodcontinued to remain suspended for the entire year under review in accordance with theprovisions of the Approved Resolution Plan. Since post appointment of the ResolutionProfessional and subsequent constitution of the Monitoring Committee there were noMeetings of Board and its committees hence annual performance evaluation of the Board andits committees was not carried out.

26. REMUNERATION POLICY AND POLICY REGARDING TERMS AND CONDITIONS OF APPOINTMENT OFINDEPENDENT DIRECTORS

The Company had prior to the commencement of the CIR process put in place interaliathe following two polices viz. Remuneration Policy for Directors Key Managerial Personneland Senior Management Personnel; and Policy on appointment and evaluation of Board ofDirectors KMP's and Senior Management Personnel to align with the requirement of the Actand the SEBI LODR Regulations. The aforesaid polices are put up on the Company's websiteand can be accessed at http://www.alokind.com/Downloads/Alok-Remuneration%20Policy%20for%20 Directors%20KMPs%20and%20Other%20Employees-28.05.2015. pdf and http://www.alokind. com/Downloads/Policy%20on%20Appointment%20and%20 Evaluation%20of%20Board%20of%20 DirectorsKMP%20&%20SM.pdf

The Remuneration Policy for Directors Key Managerial Personnel and other employeessets out the guiding principles for the Nomination and Remuneration Committee forrecommending to the Board the remuneration of the Directors Key Managerial Personnel andother employees of the Company. There has been no change in the policy during the currentyear.

The Policy on appointment and evaluation of Board of Directors KMP's and SeniorManagement Personnel sets out the guiding principles for the Nomination and RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as Independent Directors ofthe Company. The Policy also provides for the factors in evaluating the suitability ofindividual Board members with diverse background and experience that are relevant for theCompany's operations. There has been no change in the policy during the current year.

27. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTOR(S):

In compliance with the requirements of SEBI LODR Regulations the Company had prior tothe commencement of the CIR process put in place a familiarization program for theIndependent Directors to familiarize them with their role rights and Responsibilities asDirectors the working of the Company nature of the industry in which the Companyoperates business model etc. The details of the familiarization program are explained inthe Corporate Governance Report and are also available on the Company's website at http://www.alokind.com/Downloads/Alok-

Familiarisation%20Programme%20 for%20Independent%20 Directors-14.09.2020.pdf .

Post commencement of the CIR process the powers of the Board of Directors weresuspended and continued to remain suspended as per the terms of the Approved ResolutionPlan during the year under review.

28. DECLARATION BY INDEPENDENT DIRECTORS

Mr. S. K. Bhoan and Mr. K. D. Hodavdekar were the Independent Directors of the Company.However in terms of the Approved Resolution Plan the powers of the Board were suspendedduring the CIR process and had continued to remain suspended during the entire year underreview.

Mr. A. Siddharth Mr. Rahul Dutt and Ms. Mumtaz Bandukwala are the IndependentDirectors of the Reconstituted Board. The Company has received declarations from themconfirming that they meet the criteria of independence as prescribed both under theprovisions of Section 149(6) of the Companies Act 2013 and in terms of Regulation 25 ofthe SEBI LODR Regulations and that they have registered their names in the IndependentDirectors' Databank.

29. MANAGEMENT OPINION ON THE QUALIFICATIONS/EMPHASIS OF MATTERS/NOTES GIVEN BYAUDITORS IN THEIR STANDALONE AND CONSOLIDATED REPORTS: (A) QUALIFICATION ONSTANDALONE REPORT: (1) Auditors' Qualification:

As per Indian Accounting Standard 36 on Impairments of Assets the Company is requiredto determine impairment in respect of fixed assets as per the methodology prescribed underthe said Standard. However the

Management of the Company has not done impairment testing for the reasons explained innote no. 6 of the Statement. In the absence of any working for impairment of the fixedassets as per Ind AS 36 the impact of impairment if any on the Standalone FinancialResults is not ascertainable. The audit report on the Standalone Financial Results for theyear ended March 31 2019 was also qualified in respect of this matter.

Management opinion:

During the year under review the Company's level of operations at about 30% of thecapacity was not an indication of the future performance of the Company. The ApprovedResolution plan for the company was yet to be fully implemented and the new management hadnot yet taken over as of 31st March 2020. The new management is expected to setstrategies and develop a business plan post which reliable projections of availability offuture cash flows of the company supporting the carrying value of Property Plant andEquipment will be available. Accordingly impairment testing under Ind AS has not beenperformed while presenting these financial results. (2) Auditors' Qualification:

As mentioned in note no. 9 of the Statement the Company continued to recognizedeferred tax assets of Rs. 1423.11 crores. Considering pending full implementation ofApproved Resolution Plan including constitution of the new Board of Directors and absenceof certainty and convincing evidence for taxable income in future as required by the IndAS 12 we are unable to ascertain the extent to which these deferred tax assets can beutilized. The audit report on the Standalone Financial Results for the year ended March31 2019 was also qualified in respect of this matter.

Management opinion:

The net deferred tax assets recognized till 31 March 2020 amounts to Rs. 1423.11 Crore(Previous Year Rs. 1423.11 Crore). As of the year end the approved Resolution Plan forthe company has been substantively implemented with some steps remaining includingconstitution of the new Board of Directors. The new management is expected to devisestrategies and develop a business plan post which reliable projections of availability offuture taxable income with probable certainty will be available. Accordingly increase inthe deferred tax assets for the current period and at the Financial Year end is presentlynot recognized and the net deferred tax assets as at the end of the previous financialyear have been carried forward.

(3) Auditors' Qualification:

As mentioned in the note no. 11 (c) of the Statement the Impairment testing of theassets of the wholly owned subsidiary Alok Infrastructure Limited is not carried out.Therefore adequacy of the Provision for doubtful loan of Alok Infrastructure Limited inthe books of the Company is not ascertainable.

Management opinion:

Alok Infrastructure Limited Wholly owned subsidiary has not carried out any impairmenttesting of investment property and therefore the correct carrying value of investmentproperty in the financial result is unascertainable.

(4) Auditors' Qualification:

A mention is made in the note no. 7 regarding non-provision of trade receivablesamounting to Rs.89.02 crore by one of the joint ventures for the year ended March 312019. Had this provision been made the current assets and profit would have been lower byRs.89.02 crore and the net worth would have also been eroded to that extent. Theseconditions along with absence of clear indications or plans for revival in our opinionindicate that there is significant uncertainty about realisation of the carrying amount ofthe investments as on March 31 2020. We are unable to ascertain the consequent effect onthe investments held by the company and profit for the year.

Management opinion:

The company has investments in two Joint Ventures with equity stake of 49% each (JVs).Both these JVs have incurred losses for the last three consecutive years. The auditors ofone of the JVs had issued a qualified opinion regarding recoverability of tradereceivables and were of the opinion that the provision for doubtful debt should have beenmade for Rs.89.02 crores. The non-provision for receivables has resulted in the Net Worthof the JV continuing to be positive. The Approved Resolution Plan has provision for theResolution Applicants to deal with the Subsidiaries JVs and Associate Companies and sincethe plan was under implementation the Resolution Applicants had confirmed that post theimplementation of the Approved Resolution Plan and reconstitution of the new Board ofDirectors appropriate decisions with regard to the Subsidiaries Joint Ventures andAssociate Companies shall be taken. In view of this no provision for impairment in thevalue of investments has been made.

(B) QUALIFICATION ON CONSOLIDATED REPORT: (1) Auditors' Qualification:

As per Indian Accounting Standard 36 on Impairments of Assets the Holding Company isrequired to determine impairment in respect of fixed assets as per the methodologyprescribed under the said Standard. However the Management of the Company has not doneimpairment testing for the reasons explained in note no. 6 of the Statement. In theabsence of any working for impairment of the fixed assets as per Ind AS 36 the impact ofimpairment if any on the Standalone Financial Results is not ascertainable. The auditreport on the Standalone Financial Results for the year ended March 31 2019 was alsoqualified in respect of this matter.

Management opinion:

The Company current level of operations at about 30% of the capacity may not be anindication of the future performance of the Company. The approved Resolution plan for thecompany is yet to be fully implemented and the new management has not yet taken over. Thenew management is expected to set strategy and develop a business plan post which reliableprojections of availability of future cash flows of the company and these supporting thecarrying value of Property Plant and Equipment will be available. Accordingly impairmenttesting under Ind AS has not been performed while presenting these results.

(2) Auditors' Qualification:

As mentioned in note no. 9 of the Statement the Holding Company continued to recognizedeferred tax assets of Rs. 1423.11 crores. Considering pending full implementation ofApproved Resolution Plan including constitution of the new Board of Directors of holdingcompany and absence of certainty and convincing evidence for taxable income in future asrequired by the Ind AS 12 we are unable to ascertain the extent to which these deferredtax assets can be utilized. The audit report on the Consolidated Financial Results for theyear ended March 31 2019 was also qualified in respect of this matter.

Management opinion:

The net deferred tax assets recognised as on 31 March 2020 amounts to Rs. 1423.11 Crore(Previous Year Rs. 1423.11 Crore). The approved Resolution Plan for the company has beensubstantively implemented with some steps remaining including constitution of the newBoard of Directors. The new management is expected to devise strategies and develop abusiness plan post which reliable projections of availability of future taxable incomewith probable certainty will be available. Accordingly increase in the deferred taxassets for the current period and at the Financial Year end is presently not recognisedand the net deferred tax assets as at the end of the previous financial year have beencarried forward.

(3) Auditors' Qualification:

As mentioned in the note no. 11 (c) of the Statement the Impairment testing of theassets of the wholly owned subsidiary Alok Infrastructure Limited is not carried out.Therefore the adequacy of carrying value of the assets of Alok Infrastructure Limited inthe consolidated financial statement is not ascertainable.

Management opinion:

Alok Infrastructure Limited Wholly owned subsidiary has not carried out any impairmenttesting of investment property and therefore the correct carrying value of investmentproperty in the financial result is unascertainable.

(4) Auditors' Qualification:

A mention is made in the note no. 7 regarding non-provision of trade receivablesamounting to Rs.89.02 crore by one of the joint ventures for the year ended March 312019. Had this provision been made the current assets and profit would have been lower byRs.89.02 crore and the net worth would have also been eroded to that extent. Theseconditions along with absence of clear indications or plans for revival in our opinionindicate that there is significant uncertainty about realisation of the carrying amount ofthe investments as on March 31 2020. We are unable to ascertain the consequent effect onthe investments held by the company and profit for the year.

Management opinion:

The company has investments in two Joint Ventures Non-current investments (long terminvestments) with Equity Investments of 49% each (JVs). One of the JV has incurred lossesfor last three consecutive years. The auditors of one of the JV had issued a qualifiedopinion regarding recoverability of trade receivables and are of the opinion that theprovision for doubtful debt should have made for Rs.89.02 crores. The non-provision forreceivables has resulted in the Net Worth of the JV continuing to be positive.

The Approved Resolution Plan has provision for the Resolution Applicants to deal withthe Subsidiaries JVs and Associate Companies and since the plan is under implementationthe Resolution Applicants have confirmed that post the implementation of the approvedResolution Plan and reconstitution of the new Board of Directors appropriate decisionwith regard to the Subsidiaries and Associate Companies shall be taken. In view of thisno provision for impairment in the value of investments has been made.

(C) SECRETARIAL AUDITOR'S QUALIFICATION

Secretarial Auditor has opinioned that during the period under review the Company hasprima facie complied with the provisions of the Act Rules Regulations GuidelinesStandards etc. as mentioned above except the following: The Company has delayed in filingof Financial Result for the quarter and year ended 31st March 2019 underRegulation 33(3)(a) and 52(1) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Management Opinion:

The resolution plan of the company was approved by the Hon'ble NCLT on 8thMarch 2019 and the implementation was contingent upon approval being received from theCompetition Commission of India and the Reserve Bank of India. In order that there iscertainty about the implementation of the plan and the status of the company as a goingconcern it was decided that the adoption of the financial statements be deferred untilthe position on the status of the two approvals was clear and the stakeholders wereappropriately informed about the future direction of the company.

Given that the observations pertain to the prior period the management opinionprovided in this Report have been obtained from the management team as Reconstituted Boardis not in a position to comment on the said observations.

30. DIRECTORS' RESPONSIBILITY STATEMENT/ STATEMENT BY THE THEN CHIEF FINANCIAL OFFICER(CFO) AND TAKEN ON RECORD BY THE RECONSTITUTED BOARD.

To the best of knowledge and beliefs and according to the information and explanationsobtained by the CFO the CFO makes the following statement in terms of Section 134(3)(c)of the Companies Act 2013:

(a) that in the preparation of the Annual Accounts for the year ended 31stMarch 2020 the applicable accounting standards read with the requirements set out underSchedule III to the Act have been followed along with proper explanations relating tomaterial departures;

(b) the CFO had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2020 and of theprofit of the Company for the year ended on that date;

(c) that the CFO had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) that the CFO had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) that the CFO had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

31. RELATED PARTY TRANSACTIONS:

The management team has represented to the Reconstituted Board and taken on record bythe Reconstituted Board that during the year under review there were no materiallysignificant related party transactions made by the Company with its related parties. whichmay have potential conflict with the interest of the Company at large or which warrantsthe approval of the shareholders. Accordingly since disclosure in Form AOC- 2 is requiredto be made only of the related party transactions or arrangements that were not at arm'slength basis or the material related party transactions that were at arm's length basis inaccordance with the Section 188 of the Companies Act 2013 the disclosure in Form AOC-2in terms of Section 134 of the Companies Act 2013 is not required.

Members may refer to Note 45 to the financial statement which sets out the relatedparty disclosures pursuant to Ind AS.

The policy on Related Party Transactions as approved by the Board of Directors prior tothe commencement of the CIR Process has been uploaded on the website of the Company viz.http://www.alokind. com/Downloads/Policy%20on%20 Related%20Party%20Transactions. pdf .

32. AUDITORS:

A. STATUTORY AUDITORS

M/s NBS & Co. Chartered Accountants Mumbai (Firm Registration No. 110100W) andM/s Shah Gupta & Co Chartered Accountants (Firm Registration No.109574W) wereappointed as the Joint Statutory Auditors of the Company at the Annual General Meetingheld on 24th September 2016 for a term of 5 consecutive years.

However as per the Approved Resolution Plan M/s. NBS & Co. and M/s. Shah Gupta& Co. have vacated their office and M/s. S R B C & CO LLP (ICAI Regn. No.324982E/E300003) were appointed as the Statutory Auditor to fill the vacancy caused by thevacation of office.

Further the Re-constituted Board has at its meeting held on 12th November2020 recommended the appointment of M/s. S R B C & CO LLP (ICAI Regn. No.324982E/E300003) as the Statutory Auditor to hold office from the conclusion of the 33rdAGM till conclusion of 38th AGM for a term of 5 (five) consecutive yearssubject to the approval of the shareholders. M/s. S R B C & CO LLP CharteredAccountants have confirmed their eligibility and qualification under the Act for holdingthe office as Statutory Auditors of the Company.

The Report given by the outgoing Joint Statutory Auditors on the Financial Statement ofthe Company is part of this Annual Report.

B. COST AUDIT / COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time the Company has maintained cost accounts and records.

M/s. B.J.D. Nanabhoy & Co Cost Accountants Mumbai (Reg No. FRN-000011) carriedout the cost audit for applicable business during the year under review. Section 148 ofthe Companies Act 2013 read with Rule 6 of the Companies (Cost Records and Audit) Rules2014 requires that the appointment of the Cost Auditor to be made within 180 days of thecommencement of every financial year and accordingly the Monitoring Committee hadappointed them as Cost Auditors for the financial year 2020-21.

The remuneration payable to the Cost Auditors is required to be placed before theMembers in a general meeting for their ratification and forms part of the Notice conveningthe Annual General Meeting.

C. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Virendra G Bhatt a Practicing Company Secretary to conduct the SecretarialAudit of the Company for the financial year 2019-20. The Secretarial Audit Report in MR-3is annexed as Annexure-2 and forms an integral part of this Report.

33. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Corporate Governance Report and Management Discussion & Analysis is presentedin a separate section forming part of the Annual Report together with the Certificatefrom the Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated in Schedule V of Regulation 34(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

34. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information pertaining to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134 of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed as Annexure-1and forms an integral part of this Report.

35. SECRETARIAL STANDARDS

The Company has followed applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectively.

36. ANNUAL RETURN:

As required under Section 134(3) (a) of the Act the Annual Return is put up on theCompany's website and can be accessed at http://www. alokind.com/Downloads/Annual%20Return%202018-19.pdf and Extracts of the Annual Return in Form MGT 9 for the FY 2019-20can be accessed at http://www.alokind.com/ Downloads/Annual%20Return%20Extract%202019-2020.pdf

37. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of the top ten employees in terms of remuneration drawn andnames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. Any member interested in obtaining such information may write tothe Company to email ID: info@alokind. com.

38. ENVIRONMENT:

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

39. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and had formulatedand prior to the commencement of the CIR process implemented a policy on prevention ofsexual harassment at the workplace with a mechanism of lodging complaints in line with theprovisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the rules framed thereunder. The Company's Internal ComplaintsCommittee (ICC) was formed prior to the commencement of the CIR process and its detailsare declared across the organization. All ICC members are trained by subject experts onhandling the investigations and proceedings as defined in the policy. HR department of theCompany has confirmed that during the year under review no complaints of sexualharassment were reported to ICC.

40. BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI LODR Regulations the Business Responsibility Report (BRR)describing the initiatives taken by the Company from an environmental social andgovernance perspective is put up on the Company's website and can be accessed athttp://www.alokind. com/downloads/Alok-Business%20 Responsibility%20Report%202019-20.pdf

41. GENERAL

No disclosure or reporting is required in respect of the following items as there wereno transactions on these items during the year under review:

1. Details relating to acceptance of deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme including under any Employees' Stock Option Scheme.

4. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

5. None of the Directors including Whole-time Directors of the Company received anyremuneration or commission from any of the Company's subsidiaries.

6. No fraud has been reported by the Auditors to the Monitoring Committee.

7. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

42. CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations.

Actual results could differ materially from those expressed or implied. Importantfactors that could make difference to the Company's operations include raw materialavailability and its prices cyclical demand and pricing in the Company's principalmarkets changes in Government regulations Tax regimes economic developments withinIndia and the countries in which the Company conducts business and other ancillaryfactors.

43. ACKNOWLEDGEMENT

The Reconstituted Board acknowledges and thanks all the employees customerssuppliers investors lenders regulatory and government authorities and stock exchangesas also the Monitoring Committee for their cooperation and support and look forward totheir continued support in future.

For and on behalf of the Board of
Directors
A. Siddharth
Chairman
Mumbai November 12 2020

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