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Arfin India Ltd.

BSE: 539151 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE784R01015
BSE 10:18 | 24 Jun 76.10 0.20
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NSE 05:30 | 01 Jan Arfin India Ltd
OPEN 78.00
PREVIOUS CLOSE 75.90
VOLUME 620
52-Week high 85.70
52-Week low 28.35
P/E 30.08
Mkt Cap.(Rs cr) 121
Buy Price 72.60
Buy Qty 25.00
Sell Price 76.10
Sell Qty 159.00
OPEN 78.00
CLOSE 75.90
VOLUME 620
52-Week high 85.70
52-Week low 28.35
P/E 30.08
Mkt Cap.(Rs cr) 121
Buy Price 72.60
Buy Qty 25.00
Sell Price 76.10
Sell Qty 159.00

Arfin India Ltd. (ARFININDIA) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 28th AnnualReport on the businesses and operations of the Company together with Audited Accounts forthe financial year ended on March 312020.

1. Financial Summary ' In Lakhs

Particulars 2019-20 2018-19
Revenue from Operations 35857.27 41288.05
Other Income 161.44 56.44
Total Income 36018.71 41344.49
Total Expenses 38.068.96 40350.00
Profit / (Loss) Before Tax (2050.24) 994.49
Provisions for Income Tax including Deferred Tax 106.94 338.33
Profit / (Loss) After Tax (2157.18) 656.16
Other Comprehensive Income 22.65 21.75
Total Comprehensive Income for the Period (2134.53) 677.91
Earnings per Equity Share
Basic (13.57) 4.61
Diluted (13.57) 4.61
Proposed Dividend 0.00 0.00
Transfer to General Reserves 0.00 50.00
Profit Carried to Balance Sheet (2157.18) 656.16
Accumulated Balance of Profit 1718.31 3875.49

Financial Highlights and State of Company's Affairs

The revenue from operation for the financial year 2019-20 stands at '35857.27 Lakhs in compare to ' 41288.05 Lakhs for previous financial year 2018-19. Totalnet profit for the year stood at (' 2157.18) Lakhs in compare to ' 656.16 Lakhs for theprevious financial year 2018-19.

During the year the Company has written off ' 2523.97 Lakhs of EssarSteel India Limited. The Hon'ble Supreme Court of India vide its order datedNovember 15 2019 in the matter of Essar Steel India Limited "Corporate Debtor"under the Insolvency and Bankruptcy Code 2016 upheld the primacy of financial creditorsin the distribution of funds received under the corporate insolvency scheme. The Companybeing an operational creditor has recovered part of the outstanding due through the

corporate insolvency scheme as approved by the Committee of Creditorson March 27 2019 and the balance outstanding amount of ' 2523.97 Lakhs as on the date offiling of application (i.e. August 02 2017) of Essar Steel matter to NCLT under IBC Acthas been written off and netted under the head "Sundry Balances Written Off".

2. Transfer to Reserve

The closing balance of the retained earnings of the Company for FY2020 after all appropriation and adjustments was ' 1718.31 Lakhs. The Board of Directorsof the Company has not proposed any amount to be transferred to the General Reserve.

3. Dividend

The Board has not recommended any dividend on equity shares for thefinancial year ended on March 312020 due to losses incurred by the Company.

4. Listing on Stock Exchanges

As on March 312020 the equity shares of the Company were listed onBSE Limited and The Calcutta Stock Exchange Limited. The Company has paid the annuallisting fees for the financial year ending on March 312020 within time.

The equity shares of the Company have been delisted from The CalcuttaStock Exchange Limited w.e.f. July 23 2020.

5. Details in Respect of Adequacy of Internal Financial Control withReference to the Financial Statements and Audit

The Company has designed and implemented process driven framework forinternal financial controls within the meaning of explanation to Section 134(5)(e) of theAct.

For the year ended on March 312020 the board is of the opinion thatthe Company has adequate internal control systems commensurate with the size scale andcomplexity of its business operations. The internal control systems comprising of policiesand procedures are designed to ensure sound management of your Company's operationssafe keeping of its assets optimal utilization of resources reliability of its financialinformation and compliances. The internal financial control operates effectively and nomaterial weakness exists. The Company has a process in place to continuously monitor thesame and identify gaps if any and implement new and / or improved internal controlswhenever the effect of such gaps would have a material effect on the Company'soperations.

The Board of Directors at the recommendations of the Audit Committeeappointed Mr. Anant Patel Cost Accountant as Internal Auditor of the Company for thefinancial year 2020-21.

Other details in respect of internal financial control and theiradequacy are included in the Management Discussion and Analysis which is a part of thisreport.

6. Details of Subsidiary / Joint Venture / Associate Companies

The Company doesn't have any subsidiary joint venture orassociate Company. Group Companies to the Arfin India Limited includes Krish FerroIndustries Private Limited and Arfin Alucop Private Limited.

7. Material Changes Transactions and Commitment if any affecting theFinancial Position of the Company

There are no material changes and commitments affecting the financialposition of the Company which has occurred between the closure of financial year on March31 2020 to which the financial statements relate and on the date of this report.

8. Significant and Material Orders passed by the Regulators or Courts

There have been no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations. However members attention is drawn to the statement on contingentliabilities commitments in the notes forming part of the financial statements under noteno. 35.

9. Deposits

During the financial year under report your Company has not acceptedany deposits within the meaning of Sections 73 & 74 of the Companies Act 2013 andthe Companies (Acceptance of Deposits) Rules 2014 as amended nor did it have any amountof deposits carried forward from the previous financial year.

lO.Statutory Auditors

M/s. Sanjay Bajoria & Associates Chartered Accountants Ahmedabad(FRN: 117443W) were appointed as Statutory Auditors of the Company to hold the office fora term of five years from the conclusion of the 26th annual general meetingheld on September 24 2018 until the conclusion of the 31st annual generalmeeting of the Company.

Pursuant to the notification dated May 7 2018 issued by the Ministryof Corporate Affairs ("The Companies Amendment Act 2017") amending Section 139of the Companies Act 2013 the mandatory requirement for ratification of appointment ofStatutory Auditors by members at every annual general meeting has been omitted and henceyour Company has not proposed ratification of appointment of M/s. Sanjay Bajoria &Associates Chartered Accountants at the ensuing annual general meeting.

The Auditors' Report issued by M/s. Sanjay Bajoria &Associates for the financial year ended on March 31 2020 forms part of this annualreport and there is no qualification reservation adverse remark or disclaimer given bythe Statutory Auditors in their report.

ll.Oompliance with Secretarial Standards

The Company complies with all applicable mandatory secretarial standardissued by the Institute of Company Secretaries of India.

12.Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of your Company has re-appointed M/s. Kamlesh M. Shah & Co.Practicing Company Secretary

Ahmedabad as Secretarial Auditors to conduct an audit of secretarialrecords and compliances of the Company for the financial year ending on March 312021.The secretarial audit report for the financial year ended on March 312020 is annexedherewith as Annexure - 5 and the same is unmodified i.e. does not contain anyqualification reservation adverse remark or disclaimer.

13.Reporting of Frauds by Auditors

During the year under report neither the Statutory Auditors nor theSecretarial Auditors have reported to the Audit Committee under Section 143(12) of theCompanies Act 2013 any instances of fraud committed against the Company by its officersor employees.

14.Oost Auditors

The board has on the recommendation of the Audit Committee appointedM/s. Ashish Bhavsar & Associates Cost Accountant (FRN: 000387) as a Cost Auditor forconducting the Audit of Cost records of the Company for the financial year 2019-20 as wellas for financial year 2020-21. M/s. Ashish Bhavsar & Associates have confirmed thattheir appointment is within the limits of Section 141(3)(g) of the Companies Act 2013 andhave also certified that they are free from any disqualifications specified under Section141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act 2013.

The Audit Committee has also received a certificate from Cost Auditorscertifying their independence and arm's length relationship with the Company. As perthe provisions of the Companies Act 2013 the remuneration payable to Cost Auditor isrequired to be placed before the members in a general meeting for their ratification.Accordingly a resolution seeking member's ratification for the remuneration payableto M/s. Ashish Bhavsar & Associates Cost Auditor is included in the notice conveningthe ensuing annual general meeting.

15.Share Capital

During the financial year under report the Company has not issued anyfurther share capital.

The detail of the capital structure of the Company is tabulated asbelow:

Event Date Particulars

Authorised Share Capital

Issued Subscribed and Paid-up Share Capital

No. of Equity Shares Amount in ' No. of Equity Shares Amount in '
April 12019 Share capital at the beginning of the financial year 31500000 315000000 15892405 158924050
Changes during the year NA NA NA NA
March 31 2020 Resultant share capital / capital at the end of the financial year 31500000 315000000 15892405 158924050

16.Directors & Key Managerial Personnel

I. Details of KMPs and Appointments

During the financial year under report followings have been designatedas the key managerial personnel of the Company pursuant to Sections 2(51) and Section 203of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

(a) Mr. Mahendra R. Shah - Chairman & Whole Time Director

(b) Mr. Jatin M. Shah -- Managing Director

(c) Mr. Vijay Lathi - Chief Financial Officer

(d) Ms. Hetal Koradia - Company Secretary1 'Appointedw.e.f. May 27 2019

There is change in the composition of Board of Directors of the Companyduring the financial year ending on March 31 2020 details of which are given hereinfurther.

Appointment of Independent Director

Based on the recommendations of the

Nomination & Remuneration Committee the Board of Directors of theCompany has at its meetings held on January 27 2020 and on July 4 2020 appointed Mr.Hardik Shantilal Hundia (DIN: 02022246) and Mr. Jitendra Shankerlal Shah (DIN: 08781998)respectively as Additional Independent Director(s) of the Company to hold office for aperiod of five consecutive years from the date of their appointment at the respectiveboard meeting(s). As Additional Director(s) Mr. Hundia and Mr. Jitendra Shah hold theoffice of Independent Director(s) from the date of their appointments till the date ofensuing annual general meeting or due date thereof.

The board recommends the resolutions in relation to appointment of Mr.Hardik Shantilal Hundia and Mr. Jitendra Shankerlal Shah as Independent Director(s) forthe approval by shareholders of the Company.

Pursuant to the provisions of Section 149 of the Act all theIndependent Directors have submitted declarations that each of them

meets the criteria of independence as provided in Section 149(6) of theAct along with Rules framed thereunder and Regulation 16(1)(b) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

There has been no change in the circumstances affecting their status asIndependent Directors of the Company.

Appointment of Company Secretary and Compliance Officer

Ms. Hetal Koradia a member of the Institute of Company Secretaries ofIndia (ICSI) has been appointed as Company Secretary and Compliance Officer of the Companyat the meeting of Board of Directors held on May27 2019.

II. Cessations

Ms. Kruti Sheth has resigned and thus ceases to be Company Secretary& Compliance Officer of the Company w.e.f. April 10 2019.

Mr. Shantilal Mehta (DIN: 06459451) has resigned from the post ofNon-Executive Independent Director of the Company with effect from October 012019.

Mr. Dineshchandra M. Shah (DIN: 02479309) has resigned from the post ofNon-Executive Independent Director of the Company with effect from January 27 2020.

The board places on record its sincere appreciation for the valuableservices rendered by the outgoing directors and the Company Secretary during their tenure.

III. Retirement by Rotation

In accordance with the provisions of Section 152(6) of the CompaniesAct 2013 and the articles of association of the Company

Mr. Jatin M. Shah (DIN: 00182683) will retire by rotation at thisannual general meeting and being eligible he offers himself for reappointment. The boardrecommends his appointment.

IV. Evaluation of the Board's Performance

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the board has carriedout an annual evaluation of its own performance and that of its committees as well asperformance of the directors individually considering various aspects of the board'sfunctioning such as adequacy of the composition of the board & and its committee(s)board culture experience & competencies execution and performance of specific duties& obligations governance etc.

Separate exercise was carried out to evaluate the performance of eachof the individual directors including the board's chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgments safeguarding of minority shareholders' interest etc.

The evaluation of the Independent Directors was carried out by theentire board excluding Independent Directors and that of the Chairman and the performanceevaluation of the Non-Independent Director and the board as a whole was carried out by theIndependent Directors.

The performance evaluation of the Executive Chairman of the Company wasalso carried out by the Independent Directors taking into account the views of theManaging Director and other Non-Executive Director(s).

The Directors were satisfied with the evaluation results whichreflected the overall engagement of the board and its committees with the Company. Thismay be considered as a statement under provisions of Section 134(3)(p) of the CompaniesAct 2013 and Rule 8(4) of the Companies (Accounts) Rules 2014. As at closure of thefinancial year the board of your Company is composed with proper number of Executive andNon-Executive Director(s).

V. Remuneration Policy

The Company follows a policy on remuneration of directors and seniormanagement employees. The policy has been approved by the Nomination & RemunerationCommittee and the board. More details on the same have been given in the corporategovernance report. The policy on remuneration of directors key managerial personnel andsenior employees can be accessed on website of the Company at the following weblink:http://arfin.co.in/pdf/ policies/remuneration-of-directors-key-managerial-personnel-and-senior-employees- policy.pdf.

17. Number of Meetings of Board of Directors

The board of directors met 9 times during the financial year ended onMarch 31 2020. The details of the board meetings and the attendance of the directors areprovided in the corporate governance report which is a part of this report.

18. Audit Committee

The Audit Committee of the Company is constituted with Mr. HardikShantilal Hundia as Chairman and Mr. Mukesh Shankerlal Chowdhary and Mr. Mahendra R. Shahas members of the committee. All the recommendations if any made by the Audit Committeewere accepted by the Board of Directors during the period under report. More details onthe Audit Committee have been provided in the corporate governance report.

19. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constitutedunanimously by the Non-Executive Directors of the Company. Mr. Mukesh Shankerlal Chowdharyholds position of Chairman of the committee and Mr. Hardik Shantilal Hundia and Mr.Jitendra Shankerlal Shah are members of the committee.

Due to countrywide lockdown on account of COVID-19 pandemic during themonth of March to June 2020 the Company could not comply with the provisions ofRegulation 19(1) of the SEBI (Listing Obligation and Disclosure Requirement) 2015 due tofailure of filling of casual vacancy occurred by resignation within period of three monthsfrom the date of the resignation due to delay in finding the suitable person for the saidpost. The Policy required to be formulated by the Nomination and Remuneration Committeeunder Section 178(3) of the Companies Act 2013 is uploaded on the Company's website atthe following web link:http://arfin.co.in/pdf/ policies/remuneration-of-directors-key-managerial-personnel-and- senior-employees-policy.pdf.

More details on the committee have been provided in the corporategovernance report.

20. Stakeholder Relationship Committee

In order to redress the grievances of stakeholders timely and inefficient manner and as statutorily required the Company has formulated a committee namedStakeholder Relationship

Committee which is headed by Mr. Mukesh Shankerlal Chowdhary asChairman and is further constituted with Mr. Mahendra R. Shah Mrs. Pushpa M. Shah and Ms.Hetal Koradia as members of the committee.

More details on the committee have been provided in the corporategovernance report.

21. Internal Complaints Committee (ICC)

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Woman at Workplace (Prevention Prohibitionand Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment.

All employees (permanent contractual temporary trainees) are coveredunder this Policy. The Policy is gender neutral and provides the employees safety againstharassment if any. The said Policy adopted by the Company for prevention of sexualharassment at workplace is available on its website at the following weblink:http://arfin.co.in/pdf/policies/prevention-of- sexual-harassment-policy.pdf.

During the financial year ended on March 31 2020 the Company did notreceive any complaint pertaining to sexual harassment.

22. Related Party Transactions

All the Related Party Transactions if any are being entered onarm's length basis in ordinary course of business and in compliance with theapplicable provisions of the Companies Act 2013 and relevant Regulations of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Your directors further confirm that there were no

materially significant Related Party Transactions made by the Companywith promoters directors or key managerial personnel etc. which may have potentialconflict with the interest of the Company at large. All the Related Party Transactions arepresented to the audit committee and to the board. Omnibus approval has been obtained fromAudit Committee Board of Directors and members of the Company for the transactions withthe related parties.

The policy on Related Party Transactions as approved by the board hasbeen uploaded on the company's website at the followingweblink:http://arfin.co.in/pdf/policies/related- partv-transactions-policv.pdf.

23.Establishment of Vigil Mechanism / Whistle Blower Policy forDirectors and Employees

The Company promotes ethical behavior in all its business activitiesand has put in place a mechanism wherein the employees are free to report illegal orunethical behavior improper practice wrongful conduct taking place actual or suspectedfraud or violation of the Company's code of conduct or corporate governance policiesor any improper activity to the chairman of the Audit Committee of the Company or to theChairman of the board. The Whistle Blower Policy has been duly communicated within theCompany.

Under the Whistle Blower Policy the confidentiality of those reportingviolation(s) is protected and they are not subject to any discriminatory practices. Nopersonnel have been denied access to the audit committee in this regard. The said VigilMechanism / Whistle Blower Policy has been uploaded on website of the Company and can beaccessed at the

following web link: http://arfin.co.in/pdf/policies/vigil-mechanism-or-whistle-blower-policy.pdf.

24. Loans Guarantees or Investments under Section 186 of the CompaniesAct 2013

The Company did not provide any guarantee in respect of loans availedby any other person under the provisions of Section 186 of the Companies Act 2013 andRules framed thereunder during the financial year under report. Details of loans andinvestments covered under the provisions of Section 186 are given in the notes formingpart of the financial statements which form part of this annual report.

25. Managerial Remuneration

The Company follows a policy on remuneration of directors KMP andsenior management employees. The Company has paid remuneration to the Executive as well assitting fees to the NonExecutive Directors during the financial year under report. Moredetails on the managerial remuneration has been given in the extract of annual return andin the corporate governance report.

26. Management Discussion & Analysis Report

A detailed analysis of the Company's performance is made in themanagement discussion and analysis report which forms part of this annual report.

27. Corporate Governance Report

The Company has a rich legacy of ethical governance practices many ofwhich were implemented by the company even before they were mandated by Law.

The Company is committed to transparency in

all its dealings and places high emphasis on business ethics. A reporton corporate governance as per the provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this annual report.

28. Code of Conduct

The Board has laid down a Code of Conduct ("Code") for theboard members managerial personnel and for senior management employees of the Company.This Code has been posted on the Company's website athttp://arfin.co.in/code-conduct.html.

All the board members and senior management personnel have affirmedcompliance with this code. A declaration signed by the Managing Director to this effectforms part of the corporate governance report.

The board has also laid down a Code of Conduct for the IndependentDirectors pursuant to the provisions of Section 149(8) and Schedule IV to the CompaniesAct 2013 via terms and conditions for appointment of Independent Directors which is aguide to the professional conduct for Independent Directors and has been uploaded on thewebsite of the Company at the following weblink:http://arfin.co.in/pdf/disclosures/terms-and-conditions-of-appointment-of independent- directors.pdf.

29. Risk Management Policy

The Company has a well-defined risk management framework in placewhich provides an integrated approach for identifying assessing mitigating monitoringand reporting of risks associated with the business of the Company.

The Company has developed Risk Management

Policy in accordance with the provisions of the Act and the SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 ("SEBI ListingRegulations"). It establishes various levels of accountability and overview withinthe Company while vesting identified officials with responsibility for each significantrisk.

The Board has delegated responsibility to the Committee to monitor andreview risk management assessment and minimization procedures and to develop implementand monitor the risk management plan and identify review and mitigate all elements ofrisks which the Company may be exposed to. The Audit Committee and the Board alsoperiodically review the risk management assessment and minimization procedures.

The Board takes responsibility for the overall process of riskmanagement in the organization. Through Enterprise Risk Management Programme businessunits and corporate functions address opportunities and attend the risks with aninstitutionalized approach aligned to the Company's objectives. This is facilitatedby internal audit.

The business risk is managed through cross functional involvement andcommunication across businesses. A Risk Management Policy adopted by the board in thisregard includes identification of elements of risks which mainly covers strategic riskoperational risk financial risk and hazardous risks which can be accessed from thewebsite of the Company at the following web link:http://arfin.co.in/pdf/policies/risk-management-policy.pdf.

More details on the risk and concern factors have been given in themanagement discussion and analysis report.

30.Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act 2013including Rules framed thereunder during the financial year under report the Companyattracted the criteria for applicability of corporate social responsibility. Accordinglyit has constituted a Corporate Social Responsibility Committee which comprises of:

Sr. No. Name of the Member Nature of Membership
1 Mr. Mahendra R. Shah Chairman
2 Mr. Mukesh Chowdhary Member
3 Mrs. Pushpa M. Shah Member

The brief outline of the Corporate Social Responsibility (CSR) Policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear are set out in Annexure - 7 of this report in the format prescribed in the Companies(CSR Policy) Rules 2014.

The Policy is available on Company's website at the following weblink:http://arfin.co.in/pdf/ policies/corporate-social-responsibility- policy.pdf.

31.Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 with respect to the director's responsibility statement it is hereby stated:

a. that in the preparation of the annual financial statements for theyear ended on March 31 2020 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

b. that such accounting policies as mentioned in notes to the financialstatements have been selected and applied consistently and judgment and estimates havebeen made that are

reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as on March 31 2020 and of the profit of the Company for theyear ended on that date;

c. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. that the annual financial statements for the year ended on March 312020 have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; and

f. that the system to ensure the compliances with the provisions of allapplicable laws were in place and were adequate and operating effectively.

32. D isclosure u/s 164(2) of the Companies Act 2013

On the basis of the written representations received from the directorsas on March 312020 and taken on record by the board of directors none of directors isdisqualified as on March 31 2020 from being appointed as a director in terms of Section164(2) of the Companies Act 2013 read with Rule 14(1) of the Companies (Appointment andQualification of Directors) Rules 2014.

33. Transfer of Amount(s) and Shares to the Investor Education andProtection Fund

Section 124 of the Companies Act 2013 mandates that companies shalltransfer dividend(s) that remain unpaid or unclaimed for a period of seven years from theunpaid

dividend account to the Investor Education and Protection Fund. In thisrespect the stakeholders are requested to take note that Company has not yet completedseven years from its first dividend paying financial year and thus there were no dividendamounts or corresponding equity shares which were required to be transferred to theInvestor Education and Protection Fund by the Company. Information about unclaimed /unpaid dividends and unclaimed shares to be transferred to IEPF is provided in the notesto the notice of AGM.

34. Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

The particulars as to conservation of energy technology absorption andforeign exchange earnings and outgo required to be disclosed in terms of Section 134 ofthe Companies Act 2013 and Rule 8 of the Companies (Accounts) Rules 2014 have been givenseparately as Annexure - 1.

35. Extract of Annual Return

The Extract of Annual Return in the Form MGT-9 is enclosed herewith asAnnexure - 2.

36. Form AOC-2

Form AOC - 2 pursuant to clause (h) of sub section (3) of Section 134of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014 fordisclosure of particulars of contracts / arrangements if any entered into by the Companywith the related parties as referred in Section 188(1) of the Companies Act 2013 forfinancial year ended March 312020 is enclosed herewith as Annexure - 3.

37. Particulars of Employees and Remuneration

As required by the provisions of Section 197 of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended from time to time the particulars are set out in Annexure - 4.

38.Secretarial Audit Report

The Secretarial Audit Report given by Mr. Kamlesh M. Shah Proprietorof M/s. Kamlesh M. Shah & Co. Practicing Company Secretary Ahmedabad for thefinancial year ended on March 312020 is enclosed herewith as Annexure - 5.

39.Auditors Certificate on Corporate Governance

A certificate from Statutory Auditors of the Company regardingcompliance of conditions of corporate governance as stipulated under the provisions of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedherewith as Annexure - 6.

40.Aoknowledgments

Your Directors wish to convey their appreciation to all of theCompany's employees for their enormous efforts as well as their collectivecontribution co-operation active participation and professionalism as all such thingshave collectively made the Company's growth possible.

The Directors would also like to thank the Shareholders CustomersSuppliers Bankers Government Regulatory Authorities and all Other Business Associatesfor their continuous support to the Company and their confidence in its management.Finally the Directors thank you all for your continued trust and support.