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Amrapali Industries Ltd.

BSE: 526241 Sector: Others
NSE: N.A. ISIN Code: INE762C01021
BSE 10:17 | 27 Oct 10.97 0.52
(4.98%)
OPEN

10.95

HIGH

10.97

LOW

10.00

NSE 05:30 | 01 Jan Amrapali Industries Ltd
OPEN 10.95
PREVIOUS CLOSE 10.45
VOLUME 5328
52-Week high 14.67
52-Week low 3.30
P/E 22.85
Mkt Cap.(Rs cr) 56
Buy Price 10.97
Buy Qty 110.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.95
CLOSE 10.45
VOLUME 5328
52-Week high 14.67
52-Week low 3.30
P/E 22.85
Mkt Cap.(Rs cr) 56
Buy Price 10.97
Buy Qty 110.00
Sell Price 0.00
Sell Qty 0.00

Amrapali Industries Ltd. (AMRAPALIINDS) - Director Report

Company director report

To the Members(s)

The Board of Directors hereby submits the report of the business and operations ofAmrapali Industries Limited ("the Company") along with the audited financialstatements for the financial year ended March 31 2020.

Financial Results:

(Amount Rs in Lakh)

Particulars F.Y. 2019-20 F.Y. 2018-19
Revenue from operations 1328341.76 1408114.72
Other Income 532.43 1207.04
Total Income 1328874.19 1409321.76
Operating expenditure before Finance cost depreciation and amortization 1328146.12 1408865.10
Earnings before Finance cost depreciation and amortization (EBITDA) 728.07 456.66
Less: Finance costs 487.27 304.79
Less: Depreciation and amortization expense 176.79 191.01
Profit/(Loss) before tax 64.00 (39.14)
Less: Tax expense 18.19 (32.56)
Profit/(Loss) for the year (PAT) 45.81 (6.59)

YEAR AT A GLANCE

Financial Performance

The revenue from operations decreased to Rs 1328341.76 lakh as against Rs1408114.72 Lakh in the previous Year. The revenue from operation was decreased by 5.67%over the previous year. The reduction in trading of the Gold and shares led the Company toachieve lesser revenue. However with the reduction in other expenses the Company managesto achieve profit during the financial year 201920.

The profit before Tax for the current year is Rs 64.00 lakh as against the lossbefore tax of Rs 39.14 lakh in the previous year resulted into profit after tax of Rs45.81 Lakh compared to loss after tax of previous year Rs 6.59 Lakh.

Dividend

To conserve the profit earned during the financial year 2019-20 for future purposeyour Directors regret to declare any dividend for the financial year 2019-20 (previousyear Nil).

The Company does not have any amount of unclaimed or unpaid Dividends as on March 312020.

Amount transferred to reserve

During the year the Company has not apportioned any amount to other reserve. Theprofit earned during the year has been carried to the carry forward credit balance ofProfit and Loss account.

Change in Nature of Business

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

SHARE CAPITAL:

The present Authorized Capital of the Company is Rs 2600.00 Lakh divided into52000000 Equity Shares of Rs 5.00 each.

The present Issue Subscribed & Paid-up Capital of the Company is Rs2570.53 Lakh divided into 51410564 Equity Shares of Rs 5.00 each. During the yearunder review there was no change took place in the authorized and paid-up share capitalof the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

The Constitution of the Board of Directors and other disclosure related to the Board ofDirectors are given in the Report on Corporate Governance.

Board Meeting

Regular meetings of the Board are held at least once in a quarter inter-alia toreview the quarterly results of the Company. Additional Board meetings are convened asand when required to discuss and decide on various business policies strategies andother businesses. The Board meetings are generally held at registered office of theCompany.

During the year under review Board of Directors of the Company met 9 (Nine) times vizMay 15 2019; May 28 2019; July 15 2019; August 13 2019; October 4 2019; November 142019; January 30 2020; February 11 2020 and February 24 2020.

The details of attendance of each Director at the Board Meetings and Annual GeneralMeeting are given in the Report on Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act 2013 and rules made there under andListing Regulations the Company has three Non Promoter Independent Directors. In theopinion of the Board of Directors all three Independent Directors of the Company meet allthe criteria mandated by Section 149 of the Companies Act 2013 and rules made there underand Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on February 24 2020 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board that is necessary for the board ofdirectors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code forIndependent Director are incorporated on the website of the Company atwww.amrapalispot.com.

The Company has received a declaration from the Independent Directors of the Companyunder Section 149(7) of Companies Act 2013 and 16(1)(b) of Listing Regulations confirmingthat they meet criteria of Independence as per relevant provisions of Companies Act 2013for financial year 2020-21. The Board of Directors of the Company has taken on record thesaid declarations and confirmation as submitted by the Independent Directors afterundertaking due assessment of the veracity of the same. In the opinion of the Board theyfulfill the conditions as Independent Directors and are independent of the Management.Further all the Independent Directors have registered themselves with IndependentDirectorsRs Data Bank.

None of Independent Directors have resigned during the year.

Information on Directorate

During the financial year 2019-20 the Board of Directors at its meeting held on August13 2019 on the recommendation of Nomination and Remuneration Committee re-appointed Mr.Yashwant Thakkar as Chairman and Managing Director and Mr. Rashmikant Thakkar asWhole-Time Director for a period of five (5) years w.e.f. October 1 2019. The approval ofthe shareholders were obtained at their 31st Annual General Meeting held onSeptember 27 2019.

Moreover Mrs. Komal Parekh who was appointed as Additional (Non-Executive) Director ofthe Company by the Board of Directors on January 21 2019 effective from the date ofallotment of a valid Director Identification Number by Ministry of Corporate Affairs toher. Mrs. Komal Parekh had obtained the Director Identification Number on January 232019. In terms of provision of Section 161 of the Companies Act 2013 her appointment wasregularized at 31st annual general meeting of the Company and she has beenappointed as Non-Executive Director of the Company liable to retire by rotation.

As per the provisions of Section 149(10) read with Section 152 and Schedule IV to theAct Mr. Mayur Parikh was re-appointed as Independent Director for second term of five (5)consecutive years commencing from September 30 2019. Pursuant to provisions of CompaniesAct 2013 ("the Act") the shareholders of the Company in the 28thAnnual General Meeting of the Company held on September 22 2016 appointed Mr. HareshChaudhari as an Independent Director of the Company to hold the office for a period offive (5) years up to July 27 2021. As per the provisions of Section 149(10) read withSection 152 and Schedule IV to the Act Mr. Haresh Chaudhari is eligible forre-appointment for a second term of five (5) consecutive years. On the recommendation ofNomination and Remuneration Committee the Board of Directors at its meeting held onAugust 28 2020 has recommended the reappointment of Mr. Haresh Chaudhari as anIndependent Director to hold office for second term of five (5) consecutive yearscommencing from July 28 2021 by way of Special Resolution for the members approval in thethirty second AGM of the Company.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mrs. Komal Parekh Non Executive Director of the Company retires byrotation at the ensuing annual general meeting. She being eligible has offered herselffor re-appointment as such and seeks re-appointment. The Board of Directors recommends herappointment on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") andSecretarial Standards-II issued by ICSI of the person seeking re-appointment as Directorsare annexed to the Notice convening the thirty second annual general meeting.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act 2013 the Company has alreadyappointed Mr. Yashwant Thakkar as Chairman and Managing Director of the Company Mr.Satish Patel as Chief Financial Officer and Mrs. Ekta Jain as Company Secretary of theCompany. Further there was no change in the Key Managerial Personnel of the Companyduring the financial year 2019-20.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013 and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 in the following manners;

* The performance of the board was evaluated by the board after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

* The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

* The board and the nomination and remuneration committee reviewed the performance ofthe individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.

* In addition the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 31 2020 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;

c) The Directors 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 Directors had prepared the annual accounts for the year ended March 31 2020 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

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

PROPOSED DE-MERGER OF COMPANY

With a view to establishing highest operational standards and also to unlock theeconomic value for the entertainment division the Board of Directors of the Company hasin their meeting held on February 24 2020 approved the Scheme of Demerger ofEntertainment Division of the Company into Amrapali Asset Reconstruction Company PrivateLimited. The re-organization exercise would inter alia achieve the advantage of

1) realizing assets to create an integrated business model

2) more focused leadership and dedicated management and

3) greater visibility on the performance of shares and commodities trading.

Moreover the resulting company i.e. Amrapali Asset Reconstruction Company PrivateLimited shall apply to the BSE Limited for getting its shares listed on BSE Limited.

The Company has filed Scheme of Demerger with BSE Limited for obtaining its ObservationLetter or No-objection letter and the same is yet pending.

COMMITTEES OF BOARD

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Grievance & Relationship Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees their respective role andresponsibility are detailed in the Report on Corporate Governance annexed to this Report.

Audit Committee

The Company has formed Audit Committee in line with the provisions Section 177 of theCompanies Act 2013 and Regulation 18 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

As at March 31 2020 the Audit Committee comprised Mr. Haresh Chaudhari (Non-ExecutiveIndependent Director) as Chairperson and Mr. Mayur Parikh (Non-Executive IndependentDirector) and Mrs. Urshita Patel (Non-Executive Independent Director) as Members.Recommendations of Audit Committee wherever/whenever given have been accepted by theBoard of Directors.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company athttps://www.amrapalispot.com/investor/115/Whistle%20Blower%20Policy. pdf.

NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary to its ExecutiveDirectors and Key Managerial Personnel. Annual increments are decided by the Nominationand Remuneration Committee within the salary scale approved by the members and areeffective from April 1 of each year.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company athttps://www.amrapalispot.com/investor/382/Nomination%20&%20Remuneration%20Policy.pdfand is annexed to this Report as Annexure - A.

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the financial year 2019-20 toExecutive Directors/Directors of the Company is provided in Form MGT-9 and Report onCorporate Governance which are the part of this report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135 of Companies Act 2013 the Company has constituted CorporateSocial Responsibility Committee ("the CSR Committee") with object to recommendthe Board a Policy on Corporate Social Responsibility and amount to be spent towardsCorporate Social Responsibility. As at March 31 2020 the CSR Committee comprised Mr.Yashwant Thakkar (Chairman and Managing Director) as Chairman and Mr. Mayur Parikh(Non-Executive Independent Director) and Mr. Haresh Chaudhari (Non-Executive IndependentDirector) as Members of the Committee.

The CSR Committee is responsible for indicating the activities to be undertaken by theCompany monitoring the implementation of the framework of the CSR Policy and recommendingthe amount to be spent on CSR activities.

During the year under review CSR Committee Meeting was held on August 13 2019;November 14 2019 and February 24 2020 in which requisite quorum were present. Themeetings were held to review and approve the expenditure incurred by the Company towardsCSR activities.

Main focus of the Company with respect to CSR Contribution is to provide the groceryitems for the benefit of needy and poor people. The Company is purchasing the grocery andother necessary items from "Jay Jalaram Stores" and "Jalaram ProvisionStores" and provides same to "Amrapali Jivan Sandhya Kutir" (Trust) whichis associated with the social activities. The said trust is providing shelter to theorphan children and also providing the facilities like food household items etc. to theneedy and poor people.

The CSR Policy may be accessed at the web link

https://www.amrapalispot.com/investor/117/Policy%20on%20Corporate%20Social%20Responsibility.pdf.The Annual Report on CSR activities in prescribed format is annexed as an Annexure - B.

PUBLIC DEPOSITS

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on March 31 2020.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement for theyear ended on March 31 2020.

EXTRACT OF ANNUAL RETURN

As provided under section 92(3) of the Companies Act 2013 the details forming part ofthe extract of the Annual Return in Form MGT - 9 is annexed to this Report as Annexure -C.

TRANSACTIONS WITH RELATED PARTIES

During the year under review transactions with related party were executed in terms ofSection 188 of the Companies Act 2013 which were in ordinary course of business and onArmsRs Length Basis details of which are as under;

Sr. No. Particulars RPT - 1 RPT - 2
1. Name(s) of the related party and nature of relationship Amrapali Online Venture LLP - Enterprise in which partners are relative of KMP
2. Nature of contracts/ arrangements/ transactions Sale of Gold Purchase of Gold
3. Duration of the contracts / arrangements/ transactions F.Y. 2019-20
4. Salient terms of the contracts or arrangements or transactions including the value if any In ordinary Course of Business and at armsRs length basis - at Market Rate. Total Transaction Value of Sale - Rs 304.63 Lakh In ordinary Course of Business and at armsRs length basis - at Market Rate. Total Transaction Value of Purchase - Rs 78.90 Lakh
5. Date(s) of approval by the Board May 15 2019
6. Amount paid as advances if any -
Sr. No. Particulars RPT - 3 RPT - 4
1. Name(s) of the related party and nature of relationship Amrapali Capital Finance and Services Limited - Enterprise in which Directors are relative of KMP
2. Nature of contracts/ arrangements/ transactions Sale of Gold Purchase of Gold
3. Duration of the contracts / arrangements/ transactions F.Y. 2019-20
4. Salient terms of the contracts or arrangements or transactions including the value if any In ordinary Course of Business and at armsRs length basis - at Market Rate. Total Transaction Value of Sale - Rs 646.58 Lakh In ordinary Course of Business and at armsRs length basis - at Market Rate. Total Transaction Value of Purchase - Rs 6253.10 Lakh
5. Date(s) of approval by the Board May 15 2019
6. Amount paid as advances if any -

There was no contracts arrangements or transactions which was executed not in ordinarycourse of business and/or at arm's length basis.

Further there were no related party transactions with the Company PromotersDirectors Management or their relatives which could have had a potential conflict withthe interests of the Company.

Members may refer to the notes to the accounts for details of related partytransactions entered as per Indian Accounting Standard - 24. The Board of Directors of theCompany has on the recommendation of the Audit Committee adopted a policy to regulatetransactions between the Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the Rules thereunder and the SEBI LODRRegulations.

The Policy on Materiality of and dealing with Related Party Transactions as approved bythe Board is uploaded on the Company website and can be accessed at the Web-link:

https://www.amrapalispot.com/investor/114/Related%20Party%20Transaction%20Policy.pdf

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completelyall efforts are made to minimize the impact of such risks on the operations of theCompany. Necessary internal control systems are also put in place by the Company onvarious activities across the board to ensure that business operations are directedtowards attaining the stated organizational objectives with optimum utilization of theresources. Apart from these internal control procedures a well-defined and establishedsystem of internal audit is in operation to independently review and strengthen thesecontrol measures which is carried out by a reputed firm of Chartered Accountants. Theaudit is based on an internal audit plan which is reviewed each year in consultation withthe statutory auditor of the Company and the audit committee. The conduct of internalaudit is oriented towards the review of internal controls and risks in its operations.

M/s. D G M S & CO. Chartered Accountants (FRN: 0112187W) the statutory auditorsof the Company has audited the financial statements included in this annual report and hasissued an report annexed as an Annexure B to the Audit Report of the Company on ourinternal control over financial reporting (as defined in section 143 of Companies Act2013.

The audit committee reviews reports submitted by the management and audit reportssubmitted by internal auditors and statutory auditor. Suggestions for improvement areconsidered and the audit committee follows up on corrective action. The audit committeealso meets the statutory auditors of the Company to ascertain inter alia their views onthe adequacy of internal control systems and keeps the board of directors informed of itsmajor- observations periodically. Based on its evaluation (as defined in section 177 ofCompanies Act 2013) our audit committee has concluded that as of March 31 2020 ourinternal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312020 to the date of this Report.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employee's remunerationas per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed to thisReport as Annexure - D.

The statement containing top ten employees in terms of remuneration drawn and theparticulars of employees as required under Section 197(12) of the Act read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided in a separate annexure forming part of this report. Further the report and theaccounts are being sent to members excluding this annexure. In terms of Section 136 of theAct the said annexure is open for inspection in electronic mode for Members. Anyshareholder interested in obtaining a copy of the same may write to Company Secretary.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate. The Company has setup an Internal ComplaintsCommittee (ICC) for redressal of Complaints.

During the financial year 2019-20 the Company has received Nil complaints on sexualharassment out of which Nil complaints have been disposed off and Nil complaints remainedpending as of March 31 2020.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy -

i.) The steps taken or impact on conservation of energy: Company ensures that theoperations are conducted in the manner whereby optimum utilisation and maximum possiblesavings of energy is achieved.

ii.) The steps taken by the Company for utilizing alternate sources of energy: Noalternate source has been adopted.

iii.) The capital investment on energy conservation equipment: No specific investmenthas been made in reduction in energy consumption.

B. Technology absorption -

i.) The effort made towards technology absorption: Not Applicable.

ii.) The benefit derived like product improvement cost reduction product developmentor import substitution: Not Applicable

iii. ) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Not Applicable.

iv.) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i.) Details of Foreign Exchange Earnings: Nil

ii.) Details of Foreign Exchange Expenditure: Nil CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance.As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Report on Corporate Governance and Certificate of the PracticingCompany Secretary with regards to compliance with the conditions of Corporate Governanceis annexed to the BoardRss Report as Annexure - E.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT

M/s. D G M S & CO. Chartered Accountants (Firm Registration No. 0112187W)(formally known as M/s. Doshi Maru & Associates) were appointed as Statutory Auditorsof your Company at the twenty ninth Annual General Meeting held on September 29 2017 fora term till the conclusion of thirty third Annual General Meeting to be held in thecalendar year 2021 subject to ratification of appointment at every subsequent annualgeneral meeting to be held after twenty ninth Annual General Meeting.

In accordance with the Companies Amendment Act 2017 enforced on May 7 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting and hence resolution for ratification ofappointment of statutory auditor is not proposed by the Board of Directors.

The Report given by the Auditors on the financial statement of the Company is part ofthis Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013. MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies our Company isnot required to maintain cost record.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

Your Company had adopted Ind AS with effect from April 1 2017 pursuant to Ministry ofCorporate Affairs notification dated February 16 2015 notifying the Companies (IndianAccounting Standard) Rules 2015. Your Company has provided Ind AS Financials for the yearended March 31 2020 along with comparable as on March 31 2019.

SECRETARIAL AUDITOR AND THEIR REPORT

The Company has appointed Ms. Payal Dhamecha Practicing Company Secretary to conductthe secretarial audit of the Company for the financial year 2019-20 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportfor the financial year 2019-20 is annexed to this report as an Annexure - F1.

The Annual Secretarial Compliance Report for the financial year ended March 31 2020issued by Mr. Anand Lavingia in relation to compliance of all applicable SEBIRegulations/ Circulars/Guidelines issued thereunder pursuant to requirement of Regulation24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8thFebruary 2019 (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force) is annexed to this report as an Annexure - F2. The SecretarialCompliance Report has been voluntarily disclosed as a part of Annual Report as gooddisclosure practice.

There have been few common annotations reported by the above Secretarial Auditors intheir Report with respect to 1) The Company has not submitted Cyber Security IncidentReport for the quarter ended on June 30 2019 September 30 2019 and March 31 2020 interms of various circulars issued by SEBI and MCX 2) The Company has not submitted Reporton AI (Artificial Intelligence) and ML (Machine Learning) technologies for the quarterended on March 31 2019 September 30 2019 and December 31 2019 in terms of variouscirculars issued by SEBI and MCX and 3) The Company has not reported new demat account(s)opened by the stock broker to exchanges within the time specified for reporting of suchaccounts in terms of various circulars issued by SEBI and MCX.

The Board of Directors hereby states that since the portal of MCX remained open forcertain time period only for submission of aforementioned compliances the saidcompliances cannot be submitted to MCX. However the Company is taking due care for notrepeating the said delay and ensuring the compliances in due time.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meetings of theBoard of Directors and General Meetings respectively have been duly complied by yourCompany.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review or they are not applicable to theCompany;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company operations in future;

(vi) Information on subsidiary associate and joint venture companies.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment during the year under review.

The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its suppliers distributors retailers business partnersand others associated with it as its trading partners. Your Company looks upon them aspartners in its progress and has shared with them the rewards of growth. It will be yourCompany endeavor to build and nurture strong links with the trade based on mutuality ofbenefits respect for and co-operation with each other consistent with consumerinterests.

Your Directors also take this opportunity to thank all Shareholders Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport.

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