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Best Agrolife Ltd.

BSE: 539660 Sector: Agri and agri inputs
NSE: BESTAGRO ISIN Code: INE052T01013
BSE 00:00 | 06 Dec 1172.75 -26.05
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NSE 00:00 | 06 Dec 1175.95 -18.95
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OPEN 1250.00
PREVIOUS CLOSE 1198.80
VOLUME 1313
52-Week high 1399.70
52-Week low 203.00
P/E 35.22
Mkt Cap.(Rs cr) 2,772
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1250.00
CLOSE 1198.80
VOLUME 1313
52-Week high 1399.70
52-Week low 203.00
P/E 35.22
Mkt Cap.(Rs cr) 2,772
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Best Agrolife Ltd. (BESTAGRO) - Director Report

Company director report

The Members

The Board of Directors hereby submit the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March312020.

1. FINANCIAL HIGHLIGHTS

The Financial Statements for the financial year ended 31st March 2020 forming part ofthis Annual Report have been prepared in accordance with the Indian Accounting Standards(Ind AS) as notified by the Ministry of Corporate Affairs.

(Amount In Lacs except per Equity Share data)

PARTICULARS 2019-20 2018-19
Revenue from operations 69065.81 66300.91
Other Income 500.74 238.37
Total Income 69566.55 66539.28
Gross Expenditure 67782.87 65323.01
Less Interest 445.86 401.80
Profit before Depreciation 1337.82 814.47
Less Depreciation 169.40 83.56
Profit after depreciation and Interest/Net Profit Before Tax 1168.42 730.91
Less Exceptional items (10.50) -
Profit before extraordinary items and tax 1157.92 730.91
Less Current Tax 325.46 278.52
Less Previous year adjustment of Income Tax 10.72 (6.96)
Less Deferred Tax (4.55) (9.96)
Net Profit after Tax 826.29 469.31
Other Comprehensive income for the year net of tax Total Comprehensive income/(loss) for the year 338.86 (63.84)
Earnings per Share (Basic) 3.75 2.13
Earnings per Share (Diluted) 3.75 2.13

Honourable National Company Law Tribunal (NCLT) has approved vide its order dated 5thMay 2020 the scheme of amalgamation of Best Agrochem Private Limited with the Companyhaving 1st April 2018 as Appointed Date' accordingly such financial figureswith respect to the previous year ended 31st March 2019 and 31st Marc 2020 is beingamalgamated w.e.f. the Appointed Date.

2. AMALGAMATION

A scheme of amalgamation of Best Agrochem Private Limited with your Company wassanctioned by the Hon'ble National Company Law Tribunal (NCLT) New Delhi on 5thMay 2020. The Order of the Hon'ble NCLT was filed with the Registrar of Companies on 23rdMay 2020. As a result of the said amalgamation your Company has achieved synergy in itsoperations coupled with more financial leverage.

In terms of Scheme of Amalgamation 245.shares of your Company were allotted to theerstwhile existing shareholders of M/s Best Agrochem Private Limited on 100 shares in theratio of 245: 100. The Scheme of Amalgamation become effective from the Appointed Datei.e. 1st April 2018.

The amalgamation of M/s Best Agrochem Private Limited with the Company marked animportant milestone in the Company's journey. The combination brings together a vasttalent pool of experienced employees from both organisations. The Board of Directors wouldlike to thank the shareholders of both the companies for their immense support in thesuccessful closure of the merger.

3. BUSINESS REVIEW

The Company has been expanding its operations both in terms of product base andcustomer base. We have been trying

to capture new markets for our products. The operations of the Company are growingsteadily and constant rise in performance of the Company is evident from its promisingfinancial prospects. The Company has been able to enhance its size and achieveconsolidation with recent mergers.

With the successful merger and integration of operations of your Company and BestAgrochem Private Limited the management of your company are aiming to scale new heightsin coming years. At present your company has a complete range of Insecticides HerbicidesFungicides and Plant Growth Regulators to offer practical and innovative crop protectionsolutions and we are considered as one of the fastest emerging company in IndianAgrochemicals space.

'Best' Brand the transferor company Best Agrochem Private Limitedlaunched products under its brand in 2016-17 with a vast range of InsecticidesFungicides Herbicides and PGRs. This business segment is growing at 48% CAGR for thelast 3 years. The company has a vast dealer distributor network across north south andcentral India for selling its own branded products.

Our 'Best' brand is gaining unprecedented recognition among the end users as weare more focused on New Chemistries Speciality Molecules constitutes >80% of the totalproduct portfolio products are delivered in Next Generation Standardized Packaging withfarmer orientated solution providing approach.

4. FUTURE OUTLOOK

We expect the Indian crop protection industry to generate higher volumes in comingyears supported by improvement in prices. Your Company is ideally positioned to takeadvantage of these upsides. The recently completed merger is opportune in that sense andensures that the Company is future ready. The Company ihas established its brand image inthe market as a trusted brand which guarantees quality products at competitive prices.The Company devises its marketing strategies in a manner that ensures a win-win scenariofor all stakeholders at all times. Overall a very bright and promising future is expectedfor the Company

Very recently your company achieved a very distinct milestone it become first companyin India which was granted a license/registration for the indigenous manufacturing of anAI - DINOTEFURAN to formulate & offer Dinotefuran 20 SG with Brand Name 'Diron'in the market.

Similarly we have launched another Blasticide for Paddy based on new chemistry andinnovation - Pyraclostrobin 100 g/l CS with the brand name of 'Param'. Both thementioned products are import substitutes.

With the recent launch of these new products the company further fortified itspositioning in product offering and expecting higher revenue and profitability in theyears to come. Your Company is committed for achieving the higher growth for becomingsignificant player of the Indian Agro-Chemical Industry in terms of turnover and margins.

We have certain definite plans of launching some more high consumption products asindigenously manufactured products which will reduce dependency of Indian farmers onimported products.

We are working towards expanding the distribution network to more than 2000 dealers andincrease the number of depots to more than 25. Regarding international footprints we arein the course of obtaining licenses for Vietnam Myanmar the United Kingdom and the USA.

5. SHARE CAPITAL

During the year under review there was no change in the Authorised Issued Subscribedand Paid up Share Capital of the Company.

The Authorized Share Capital of your Company stood at Rs. 87000000/- (Eight CroreSeventy Lakhs) divided into 8700000 (Eighty Seven Lakh) Equity Shares of Rs. 10/- each.The Issued Subscribed and Paid up Capital remained as Rs. 79760715/- (Seven CroreNinety-Seven Lakhs Sixty Thousand Seven Hundred Fifteen) i.e. 7976072 (Seventy- NineLakhs Seventy-Six Thousand Seventy-Two Only) Equity Shares of Rs.10/- each.

However in terms of the Scheme of Amalgamation of your Company being the Transfereewith M/s. Best Agrochem Private Limited being Transferor approved by the HonourableNational Company Law Tribunal NCT Delhi vide their order dated 5th May 2020the Authorised Capital of the Company has been increased from Rs. 87000000/- (EightCrore Seventy Lakhs) divided into 8700000 (Eighty-Seven Lakh) Equity Shares of Rs. 10/-each to Rs. 237000000/- (Twenty- Three Crore Seventy Lakhs) divided into 23700000/-(Two Crore Thirty-Seven Lakhs) Equity Shares of Rs.10/-each and pursuant to the allotmentof 14055994 Equity Shares of the Company to the erstwhile existing shareholders of M/sBest Agrochem Private Limited in the approved ratio of 245: 100 done on 27thMay 2020 the Issued Subscribed and Paid up Capital of the Company increased to Rs.220320660 (Twenty-Two Crore Three Lakhs Twenty Thousand Six Hundred Sixty) divided into22032066 (Two Crore Twenty Lakhs Thirty-Two Thousand Sixty-Six) Equity Shares ofRs.10/- each.

6. DIVIDEND

To conserve the resources for company's business plan and future growth the entireearning should have been retained but your directors wishes to commence practice ofpaying the dividend from the current financial year itself and as such recommended adividend @ 1% i.e. Rs. 0.10 (Ten Paisa) per share on 22032066 (Two Crore Twenty LakhsThirty-Two Thousand Sixty-Six) Equity Shares as final dividend for the financial yearended 31st March 2020. The dividend if approved and declared in the AnnualGeneral meeting would result in a payout of Rs. 2203207/- (Rupees).

The dividend would be payable to all Shareholders whose names appear in the Register ofMembers as on the Book Closure Date. The Register of Members and Share Transfer booksshall remain closed from 22nd September 2020 to 28th September 2020 (bothdays inclusive) for this purpose.

7. CHANGE IN THE NATURE OF BUSINESS IF ANY

Prior to amalgamation your Company was engaged mainly in the trading from PlasticGranules Plastic Raw Materials PVC Resin etc. to Agro Chemicals and Agro Productsorganic and inorganic chemicals compounds solvents etc.

However post amalgamation we inherit the agrochemical business from the transferorcompany Best Agrochem Private Limited and it would become the key business activity of theCompany and its product portfolio comprises more than 60 active ingredients and variousformulations of pesticides and plant micro-nutrients for protecting and nourishing a widerange of crops. Its product range includes insecticides herbicides fungicides plantgrowth regulators etc. Considering this development management of the Company decided toamend the Main objects of the Company in order to align the same with the present corebusiness activities necessary resolution seeking members approval for this purpose hasbeen included and form part of the notice call 29th Annual General Meeting ofthe Company.

8. CHANGE IS NAME OF THE COMPANY

Pursuant to members approval obtained by mean of passing a Special Resolution throughpostal ballotin their duly convened Annual General Meeting name of the Company was changedfrom M/s Sahyog Multibase Limited to M/s Best Agrolife Limited and freshCertificate of incorporation consequent upon change of name was issued by the Registrar ofCompanies NCT Delhi on 18th October 2019.

9. CHANGE IN PROMOTER IF ANY

For changes among promoters and shareholding of the Company during the year pleaserefer extract of Annual Return i.e. MGT-9 in website at www.bestagrolife.com .

10. DIRECTORS

Due to scheme of amalgamation and subsequent change in the nature of business of yourCompany there have been several changed among the directors of the Company during thefinancial year under review.

First pursuant totheprovisionsofCompaniesAct2013("Act") and the Articles ofAssociation of the Company w.e.f. 16th August 2019 Mr. Vimal Kumar wasappointed as a non-executive additional director Mr. Braj Kishore Prasad and Mr. BijenderSingh Phogat were appointed as independent additional director of the company

During the year w.e.f. 11th November 2019 Mr. Ghanshyam Prasad GuptaIndependent Director and Ms. Meetu Aggarwal Independent Director were resigned and Ms.Isha Luthra was appointed as Whole-Time Women Director of the Company.

Further w.e.f 29th January 2020 Mr. Naresh Kumar Singhal and w.e.f 19thMarch 2020 Mr. Bijender Singh Phogat ceased to be director of the Company due to theirresignation

Subsequent to the closure of the financial year ended 31st March 2020 andapproval of Scheme of Amalgamation by the Honorable NCLT New Delhi Mr. Shuvendu KumarSatpathy has appointed as a Non-Executive additional Director of the Company w.e.f. 27thMay 2020 Ms. Shweta Grover was appointed as an Independent Additional Director w.e.f. 11thJune 2020 and very recently Mr. Vishesh Gupta has resigned from the office of ManagingDirector w.e.f. 14th August 2020 though he will continue as a Non-ExecutiveDirector of the Company. PursuanttotheProvisionsofCompaniesAct2013("Act") andthe Articles of Association of the Company Mr. Vishesh Gupta retire by rotation at theforthcoming Annual General Meeting of the Company and being eligible offer himself forre-appointment. The Board of Directors on the recommendation of the Nomination andRemuneration Committee has recommended his re-appointment.

Further based on the recommendation of the Nomination and Remuneration Committee theBoard of Directors of your Company in its meeting held on 14th August 2020appointed Mr. Vimal Kumar as Managing Director of the

Company not liable to retire by rotation for a period of five years subject toapproval of the Shareholders.

The information of Directors seeking appointment/re- appointment pursuant toRegulation36(3) of the Listing Regulations and Companies Act 2013 is provided in thenotice of the 29th Annual General Meeting of the Company.

All the Independent directors have given declaration that they meet the criteria ofIndependence laid down under Section149(6)of the Companies Act2013 and Regulation 16(b)ofSEBI (Listing Obligations and Disclosure Requirements) Regulations2015

11. MEETING OF THE BOARD

During the financial year ended 31st March 2020 the Board of Directors met8 times the details of which are given in the Corporate Governance Report that forms partof the Annual Report. The notice along with Agenda of each Board Meeting was given inwriting to each Director. The intervening gap between any two meetings was with in theperiod prescribed by the Act and SEBI Listing Regulations.

12. PERFORMANCE EVALUATION REPORT

In terms of Companies Act 2013 and SEBI Listing Regulations there is requirement offormal evaluation by the Board of its own performance and that of its committees andindividual directors.

The evaluation of Board of its own performance and that of its committees andindividual directors was conducted based on criteria and framework adopted by the Board.The evaluation criteria have been explained in the Nomination and Remuneration Policyadopted by the Board. The details of the aforementioned policy is available on theCompany's website at www.bestagrolife.com.

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations theCompany has formulated a programme for familiarising the Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousinitiatives.

Further the Company has received declaration from all the Independent Directors asenvisaged in sub section (6) of Section 149 of the Companies Act 2013.

14. BOARD COMMITTEES

In compliance with the requirements of the Act and SEBI Listing Regulations your Boardhad constituted various Board Committees including Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee Finance Committee andCorporate Social Responsibility Committee.

Details of the constitution of these Committees which are in accordance withregulatory requirements and details of scope constitution terms of reference number ofmeetings held during the year under review along with attendance of Committee Membersthere in forms part of the Corporate Governance Report annexed herewith this report.

15. KEY MANAGERIAL PERSONNEL

During the financial year under review there has been no change in the Key ManagerialPersonnel of the Company except as detailed herein below. Mr. Shrawan Kumar Prasad wasappointed as Chief Financial Officer of the Company on 19th April 2019 whoresigned due to some personal reasons w.e.f. 11th November 2019 and Mr.Devendera Gutati was appointed to occupy the position of Chief Financial Officer of theCompany from that date.

16. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c)of the Companies Act 2013 yourDirectors confirm:

1 That in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

2. 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 and loss of the Company for that period;

3 The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. The directors had prepared the annual accounts on a going concern basis;

5. the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

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

17. ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of theCompanies (Management and Administration) Rules 2014 of your Company for the financialyear under review is available at website of your Company www.bestagrolife.com

18. AUDIT AND AUDITORS

i. Statutory Auditors

Appointment of M/s. Walker Chandiok & Co LLP Chartered Accountants (RegistrationNo. 001076N/N500013) as Statutory Auditors of the Company is being recommended formembers approval at ensuing Annual General Meeting in place of Auditors M/s Samarath MSurana Chartered Accountants for a term of five years i.e. to hold office from conclusionof this Annual General Meeting till conclusion of 34th Annual General Meeting of theCompany at such remuneration and other terms and conditions as may be determined by theBoard of Directors.

M/s. Walker Chandiok & Co LLP Chartered Accountants (Registration No.001076N/N500013) Chartered Accountants have conveyed their consent to act as Auditors ofthe Company and have also confirmed that they meet the criteria for the said appointment.

Annual Accounts of the Company for the financial year ended 31st March 2020has been audited by M/s Samarath M Surana Chartered Accountants as Statutory Auditors ofthe Company and there are no qualifications reservations or adverse remarks in theReport issued by M/s Samarath M Surana Chartered Accountants Statutory Auditors for theyear under review. Remarks made in the Report are self-explanatory and do not call for anyfurther comments from your Directors

ii. Secretarial Auditor

M/s. MSTR & Associates Company Secretaries were appointed as the SecretarialAuditors of your Company to carry out the Secretarial Audit for the financial year underreview. The Secretarial Audit Report issued by the Secretarial Auditors in Form No. MR-3is annexed with this Report and marked as "Annexure A".

There are no qualifications reservations or adverse remarks in the Secretarial AuditReport requiring any comments from your Directors except the following :

1. Non-submission of Certificate under Regulation 74(5) SEBI (Depositories andParticipants) Regulations 2018 to depository and stock exchange: The Company obtainedthe requisite certificate from its RTA but the same was not submitted to the StockExchanges inadvertently compliance with this requirement being made henceforth

2. Related Party Transactions arising out of consolidation of accounts w.e.f. AppointedDate i.e. 1st April 2018: approval from shareholders of the transferor Companywas already obtained in their AGM held on 30th September 2019 and amalgamatedentity is seeking necessary approval from its shareholders in the ensuing Annual GeneralMeeting.

19 Cost Auditor

During the year under review your company was neither engaged in the manufacturing ofgoods nor a service provider hence provisions related to keeping the cost audit recordsand appointment of a Cost Auditor are not applicable to the Company.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 areprovided in the notes 6 to Financial Statements.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

All Related party transactions are entered on an arm's length basis and are incompliance with the applicable provisions of the Companies Act 2013 and the ListingRegulations. There are no materially significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large.

The particulars of every contract and arrangement entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto are disclosed in FormNo. AOC-2 in "Annexure - B" and form part of this Report.

22. DETAILS OF SIGNIFICANT & MATERIAL ORDERS

During the year under review no significant and material order has been passed by theRegulators or Courts or Tribunals impacting the going concern status of the Company andCompany's operations in future details of which needs to be disclosed in the board'sreport as Section134 (3)(q) read with rule8 of Companies(Accounts) Rules2014.

Though a scheme of amalgamation of Best Agrochem Private Limited with your Company wassanctioned by the Hon'ble National Company Law Tribunal (NCLT) Principal Bench New Delhion 5th May 2020.

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

24. POLICIES ADOPTED BY COMPANY

The policies of the company are placed on the website of the company atwww.bestagrolife.com

25. INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

The Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31stMarch 2020 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India. In the opinion of the Statutory Auditors of the Company asexpressed by them in their report the Company has adequate internal control systems overfinancial reporting as at 31stMarch 2020.

26. DISCLOSURES

i. DEPOSITS

The Company has neither accepted any deposits during the year nor has any outstandingdeposits from any of earlier years for repayment.

ii. CORPORATE SOCIAL RESPONSIBILITY (CSR)

A brief outline of the Corporate Social Responsibility and the constitution of theCommittee of Corporate Social Responsibility is set out Corporate Governance Report andPolicy on Corporate Social Responsibility were placed on the website of the companywww.bestagrolife.com

iii. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Audit Committee and Board periodically reviews adequacy of Company's checks andcontrols for risk management. The Board has developed a Risk Management Policy whichidentifies elements of business risks and constantly works towards curbing the same.Adequacy of internal financial controls with reference to the Financial Statements is alsoassessed and reviewed periodically. Your Board is of the view that the existing internalcontrol framework is adequate and commensurate to the size and nature of the business ofthe Company.

In addition testing of adequacy of internal controls was also carried outindependently by the Statutory Auditors of the Company.

27. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governanceand ensuring adherence to the Corporate Governance requirements as set out by theSecurities and Exchange Board of India (SEBI). As required by Regulation 24 of the SEBIListing Regulations a detailed Corporate Governance Report is annexed to this Report. TheCompany is in full compliance with the requirements and disclosures that must be made inthis regard. The Corporate Governance Report annexed in Annexure C.

28. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications reservations or adverse remarks made by the Auditors andthe practicing company secretary in their report.

30. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No fraud reported by auditor under sub section (12) of Sec 143 in the course ofperformance of his duties as an auditor.

31. EXTRACT OF ANNUAL RETURN

Extract of Annual Return has been placed on the website of the company atwww.bestagrolife.com

32. SECRETARIAL STANDARDS

The Company has adopted Secretarial Standards issued by the Institute of CompanySecretaries of India.

33. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

An organization's success depends largely on its human resources its management andgood industrial relations. Your Company has always viewed human resource development as acritical activity for achieving its business goals.

The Company enjoys harmonious relationship with its employees. The Company had 196(previous year end 180) employees on its rolls as on 31st March 2020.

34. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a Policy against Sexual Harassment and has also formed anInternal Complaints Committee as per the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.No complaint on sexualharassment was received by the Internal Complaints Committee of Company during thefinancial year under review.

35. VIGIL MECHANISM

The Company has established a vigil mechanism and overseas it through the AuditCommittee to resolve the genuine concerns expressed by the employees and other directors.The Company has also provided adequate safeguards against victimization of employees anddirectors who express their concerns. The Company has also provided direct access to theChairman of the Audit Committee on reporting issues concerning the interests ofco-employees and the Company. The copy of Company's vigil mechanism is available at thewebsite of the Company www.bestagrolife.com

36. CODE OF CONDUCT

Best Agrolife Limited has established a Code of Business Conduct ("Code")which is applicable to the members of the Board and all employees of the Company. The Codelays down the standard of conduct expected to be followed by the Directors and employeesin their business dealings and on matters relating to integrity in the workplacedealings with stakeholders and in business practices. All the Board Members and theSenior Management employees have confirmed compliance with the Code.

37. INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013

The information as prescribed under the provisions of Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is set out as "Annexure D" to theDirectors' Report.

38. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review the Company has not transferred any amount in investorEducation and Protection Fund.

39. LISTING OF SECURITIES

The Equity Shares of your Company are listed and traded at Bombay Stock Exchange. TheAnnual Listing Fee including

applicable tax for the financial year 2020-21 has been paid to the Exchange.

40. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in "Annexure- E" and forms part of this Report.

41. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations performance and future outlook of your Company isgiven separately under the head Management Discussion & Analysis Report. (Annexure-F)

42. ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued co-operation and supportextended to the Company by customers vendors regulators banks financial institutionsrating agencies stock exchanges and depositories auditors legal advisors consultantsbusiness associates and all the employees with whose help cooperation and hard work theCompany is able to achieve the results. The Board deeply acknowledges the trust andconfidence placed by the consumers of the Company and all its shareholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Vimal Kumar S.K. Satpathy
Managing Director Director
DIN:01260082 DIN: 07552741
Date: 03.09.2020 Place: Delhi

.