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Camlin Fine Sciences Ltd.

BSE: 532834 Sector: Industrials
NSE: CAMLINFINE ISIN Code: INE052I01032
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OPEN 104.65
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VOLUME 17437
52-Week high 230.80
52-Week low 97.20
P/E 66.36
Mkt Cap.(Rs cr) 1,719
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 104.65
CLOSE 103.40
VOLUME 17437
52-Week high 230.80
52-Week low 97.20
P/E 66.36
Mkt Cap.(Rs cr) 1,719
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Camlin Fine Sciences Ltd. (CAMLINFINE) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 28th Annual Report of Camlin Fine SciencesLimited (the Company or CFS) alongwith the Audited Financial Statements for the financialyear ended March 31 2021. The consolidated performance of the Company and itssubsidiaries and associate has been referred to wherever required.

1. Financial Results & State of Affairs:

(INR In Lakh)

Particulars Standalone Consolidated
2020–21 2019–20 2020–21 2019–20
Revenue from Operations 60004.83 57977.90 118710.31 104914.84
Other Income 546.83 2406.43 498.42 342.84
Earnings before Interest Tax Depreciation & 6187.27 5971.29 18193.34 13070.47
Amortisation
Less: Finance Cost 3253.65 2806.82 3752.77 4312.91
Less: Depreciation & Amortisation expenses 1928.30 1128.21 4429.42 3280.23
Less: Share of Loss of associate - - 0.06 (0.09)
Profit before exceptional item and tax 1552.14 4442.69 10509.63 5820.08
Less: Exceptional Item 50.32 314.07 - -
Less: Tax Expenses 673.70 1056.49 3973.83 2837.00
Profit After Tax 828.12 3072.13 6535.80 2983.08
Other Comprehensive Income net of tax (37.97) (29.14) 11350.04 130.19
Total Comprehensive Income for the Year 790.15 3042.99 17885.84 3113.26
Retained Earnings- Opening Balance 9684.25 6637.75 10437.28 6689.89
Add: Profit for the year 828.12 3072.13 5096.34 3031.86
Add: Adjustments with Other Equity including Other (76.06) (25.63) (79.95) 715.53
Comprehensive Income
Amount appropriated during the year: - -
Dividend including Dividend Tax paid - - - -
Transfer to General Reserve - - - -
Retained Earnings- Closing Balance 10436.31 9684.25 15453.67 10437.28

COVID -19

The COVID-19 pandemic has emerged as a global challenge disrupting the entire scenarioof the world. The world is bracing for a new normal as the impact of the pandemic taperswith time.

With the breakout of the pandemic the Company swiftly reacted to the challenge byproviding the required support to its employees clients and other stakeholders. Effortswere quickly initiated to restore normalcy of the operations worldwide. Of courseemphasis of these efforts centred to ensure physical and mental well-being of theemployees.

With the resurgence of pandemic with recent second wave the Company ramped up itsefforts to vaccinate not only its direct employees but also the employees of its serviceproviders. As a support to the community the Company donated INR 10.00 Lakh towardserection of medical oxygen generation plant around Tarapur MIDC area.

Though there was no major impact observed on the revenues of the Company themanagement is closely monitoring the virulent surges that are threatening the world.

In spite of such an unprecedented global crisis the Company continues to balance itsbusiness with efficient governance and swift response to the requirements of the business.

Equity Share Capital

On July 25 2020 the members of the Company approved preferential allotment of35500000 (Warrants) to Infinity Holdings and Infinity Direct Holdings (the"Investors") where each warrant is convertible into one equity share of theCompany of face value of INR 1/- each.

On September 17 2020 the Company allotted preferential warrants to theafore-mentioned two investors as follows: (a) 10000000 warrants to Infinity Holdings(IH) and 25500000 warrants to Infinity Direct Holdings (IDH) at an issue price of INR47.89/- per warrant aggregating to INR 17000.00 Lakh. The Investors subscribed to thewarrants by paying an amount equivalent to 33% of the issue price i.e. INR 5610.31 Lakhat the time of allotment of the said warrants. As per SEBI regulations the Warrants areto be exercised any time before the expiry of 18 (Eighteen) months from the date ofallotment of the Warrants.

On November 24 2021 Infinity Direct Holdings exercised its option to convert6150000 warrants into equivalent number of equity shares of the Company. On November 172021 IDH paid the balance 67% amount of INR 1973. 30 Lakh subsequent to which theCompany issued 6150000 equity shares to IDH after complying with the necessaryformalities.

Further during the year the Company also issued 94475 equity shares pursuant to ESOP2018.

Borrowings and Liquidity

In these difficult times your Company has focused on conserving the liquidity as wellas to control the debt which has resulted in enabling the Company to be ready to meetunforeseen business and strategic needs.

The consolidated debt of the group increased from INR 52556.72 Lakh to INR 53790.34Lakh during the year.

The Company has consolidated cash equivalents of INR 13834.30 Lakh as on March 312021 which included unutilized monies from preferential warrant issue and ECB drawdownfrom IFC of INR 7198.44 Lakh.

This resulted in improvement of Debt to EBITDA from 4.02 times to 2.96 times while NetDebt to EBITDA from 3.53 times to 2.20 times on consolidated basis.

Capital Expenditure

During the year on a consolidated basis the capital expenditure on tangible assetsstood at INR 20439.83 Lakh which primarily included capitalization on account of DahejDiphenol Plant of INR 18254.40 Lakh.

As on March 31 2021 the capital work in progress stood at INR 2367.71 Lakh on aconsolidated basis which included INR 1241.43 Lakh for the Vanillin plant being erectedat Dahej.

Company's Performance:

On a consolidated basis the revenues for FY 2020-21 was INR 118710.31 Lakh higher by13.15% over the previous year's revenue of INR 104914.84 Lakh. The profit after tax (PAT)attributable to members and non-controlling interests for FY 2020-21 and FY 2019-20 wasINR 6535.80 Lakh and INR 2983.08 Lakh respectively. While PAT attributable to membersfor the corresponding periods was INR 5096.34 Lakh and INR 3031.86 Lakh respectively.

Consolidated EBITDA (after excluding foreign exchange loss / gain) stood at INR19681.86 Lakh against INR 13070.47 Lakh in the last year.

On a standalone basis the revenue for FY 2020-21 grew by 3.50% to INR 60004.83 Lakhfrom INR 57977.90 Lakh last year. PAT attributable to members for FY 2020-21 and FY2019-20 was INR 828.12 Lakh and INR 3072.13 Lakh respectively.

Standalone EBITDA (after excluding foreign exchange loss / gain) was at INR 7059.94Lakh as compared to INR 5971.28 Lakh in the last year.

Dividend

The Company has formulated a dividend policy which was approved by the Board in itsmeeting held on May 28 2021. The policy is hosted on the website at https://www.camlinfs.com/BusinessConductEthics

In line with the policy and considering the future growth requirements of the businessyour Directors do not recommend any dividend for the financial year 2020 - 2021.

Particulars of Loans Guarantees or Investments

Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013form part of the Notes to the Financial Statements provided in this Annual Report.

Transfer to reserves

We do not propose to transfer any amount to General Reserve.

Deposits

During the year under review your Company neither accepted nor renewed any fixeddeposits falling under Section 73 of the Companies Act 2013. The total unclaimed Depositsas on March 31 2021 were INR 2.30 Lakh.

Transactions with Related Parties

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and the weblink for the same is https://www.camlinfs.com/BusinessConductEthics.

The Company has not entered into any transaction of material nature with the Promoterssubsidiaries directors Key managerial personnel or their relatives etc. that may havepotential conflict with the interests of the Company. The disclosure of Related PartyTransactions as required under Section 134 (3) (h) of the Companies Act 2013 in form AOC-2is given in the "Annexure E" to this report.

Further transactions with Related Parties are disclosed in the notes to the FinancialStatements.

Management Discussion and Analysis

In terms of the Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report is appended to the Annual Report.

Material changes and commitments affecting financial position between the end of thefinancial year and date of the report

There are no material changes and commitments which affect the financial position ofthe Company that have occurred between the end of the financial year and date of thisreport.

2. Business & Strategy:

Your Company alongwith its subsidiaries is engaged in research developmentmanufacturing and marketing of specialty chemicals ingredients and additive blends whichare in the broad product portfolio of:

(i) Shelf Life Solutions

(ii) Aroma Ingredients

(iii) Performance Chemicals and

(iv) Health & Wellness

The Company has emerged successful in tackling the challenges posed by the COVID 19pandemic that has impacted the economies and businesses of the world.

The Company strives to take relevant measures to mitigate and minimize the pandemicsurges that are being expected.

The Company's Diphenol Plant at Dahej commenced its commercial operations on September21 2020. The plant is being gradually scaled on optimum capacity with a plan to balancethe output to suit the business needs with a goal to maximise the yields. This successfulcommercialization of Diphenol Plant at Dahej is expected to be the stepping stone for thesecond phase of growth. The Company is bracing for this exciting phase by focusing onwidening of an array of downstream products de-risking the existing business verticalsdeveloping natural ingredients as a parallel to the existing portfolio realigning themanagement and empowering and incentivizing the Human Resource.

As a part of this initiative your Company recently acquired a company situated inSouthern part of India namely AlgalR Nutrapharms Private Limited which manufacturesOmega 3 Fatty Acids. This is a first step towards the exciting technology of fermentationand extraction which are termed to be the technologies of the future. It is an opportunetime to enter into such business. Your Company will expand this business in due course.

Capital investment program for erection of Vanillin plant with a capacity of 6000 MT inDahej is on track. Inspite of challenges of second wave of pandemic and multiple cyclonesaffecting the western coasts the management is confident of completing the erection ofthe plant by the end of the financial year 2021-22.

As you are aware as a realignment of the management Nirmal V. Momaya has now beenappointed as Managing Director of the Company with effect from June 1 2021. His richexperience and management prowess will certainly help in growing the business further.With the business expanding exponentially its complexity and increasing geographicalspread it is imperative that Ashish S. Dandekar deserves an able partner.

The Company is also incentivizing the top tier employees with performance-based ESOP byoffering 4500000 ESOPs which are convertible into one equity share each. These ESOPswill vest after 4 years and the option grantees will be allowed to exercise the options onachieving pre-decided target on defined financial metrics generally related to revenueEBITDA and ROC etc. The said ESOP Scheme is being placed before the members of theCompany in the ensuing Annual General Meeting for seeking their approval.

It is indeed an exciting future ahead for the Company.

3. Subsidiaries:

Company has 15 subsidiaries with 1 associate company as on March 31 2021. At thebeginning of the year we had 16 subsidiaries and 1 associate company. The changes insubsidiaries and associates during the year has been included in the Standalone financialstatements of the Company.

Our partner Wanglong Technology Company Limited in the vanillin manufacturing jointventure in China (CFS Wanglong Flavours (Ningbo) Co. Ltd.) was levied with a penalty ofRMB 159 million (USD 25 million) (INR 183.76 crore) by the Supreme Court of People ofChina in the month of February 2021 for alleged infringement of intellectual property formanufacturing of Vanillin. Similarly a penalty of RMB 11.15 million (USD 1.70 million)(INR 12.50 crore) was also levied on our subsidiary. Our partner is in the process offiling a retrial application before the Court to reconsider the judgement. Our partner isconfident of a favourable decision in the matter. In the meantime as legally advised theoperations of the Joint Venture are shut since February 2021 and likely to remain shutuntil the final decision of the Court is delivered.

Under the shareholders' agreement with the partner our subsidiary and group arecompletely indemnified against any financial impact arising out of the aforesaid matter.Management does not envisage a major impact on the affairs of the subsidiary and group andhas drawn a mitigation plan in case of an adverse decision by the Court. Consequently noimpairment in the value of investment assets goodwill or other receivables is considerednecessary at this stage. The Statutory Auditor has concurred this view and has providedemphasis on the matter in his report.

During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Companies Act 2013 we have prepared theConsolidated financial statements of the Company which form part of this Annual Report.Further a statement containing the salient features of the financial statement of oursubsidiaries in the prescribed format AOC-I is appended to this report. The statement alsoprovides details of the performance and financial position of each of the subsidiariesalongwith the changes that occurred during the financial year 2020-21.

Though the copies of Audited/Unaudited Financial Statements of the Subsidiaries havenot been attached to the Annual Accounts of the Company these documents will be madeavailable upon request by any member of the Company and also shall be available forinspection at the registered office of the Company during business hours on working daysof the Company up to the date of the ensuing Annual General Meeting. Further the accountsof the Subsidiaries shall also be uploaded on the Company's website and the weblink forthe same is http://www.camlinfs.com/Subsidiaries.

The Policy for Determining Material Subsidiaries is disclosed on the Company's websiteand the weblink for the same is https://www.camlinfs.com/ BusinessConductEthics

4. Human Resource: Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is annexed herewith as "Annexure C".

No employees other than Managing Director were in receipt of the remuneration as statedin sub-rule (2) of rule (5) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended and hence the relevant disclosures as stated in thesaid Rule (5) is not applicable.

Employee Stock Option Scheme

Pursuant to the approval accorded by the members in the Annual General Meeting held onAugust 13 2018 the Company can issue and allot up to 1500000 (Fifteen Lakh) equityshares of INR 1/- each at the exercise price which shall be at the maximum 20% (twentypercent) discount of the market price of the equity shares on the Stock Exchange(s) on thedate of grant of Options under the CFS Employees Stock Option Scheme 2018 ("CFSLESOP 2018"). The applicable disclosure as stipulated under SEBI Guidelines as atMarch 31 2021 is given in "Annexure A" to this report.

Further on July 25 2020 pursuant to the approval of the members in the ExtraOrdinary General Meeting the Company can issue and allot up to 4400000 (Forty FourLakh) equity shares of INR 1/- each at the exercise price which shall be at the marketprice of the equity shares on the Stock Exchange(s) on the date of grant of Options underthe CFS Employees Stock Option Plan 2020 ("CFSL ESOP 2020").

The details of the above scheme /plan including the terms of reference and therequirement as stipulated under SEBI Guidelines as at March 31 2021 is given in

"Annexure A" to this report. Further the details of these scheme / plan alsoform part of the Notes to Financial statements in this Annual Report.

5. Corporate Governance: Corporate Governance Report

As required under Regulation 27 of SEBI LODR 2015 a detailed Report on CorporateGovernance is given as a part of Annual Report. The Company is in full compliance with therequirements and disclosures that have to be made in this regard.

Board Policies

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any. The objective of the said policy is to explain andencourage the directors and employees to raise any concern about the Company's operationsand working environment including possible breaches of Company's policies and standardsor values or any laws within the country or elsewhere without fear of adverse managerialaction being taken against such employees.

The Whistle Blower Policy is disclosed on the Company's website and the web link forthe same https://www. camlinfs.com/BusinessConductEthics

Sexual Harassment of Women at Workplace:

The Company is an equal opportunity employer and consciously strives to build a workculture that promotes dignity of all employees. During the year under review no cases ofsexual harassment were reported. The Company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

Risk Management Policy

The Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing / mitigating the same.

Your Company has institutionalized the process for identifying minimizing andmitigating risks which is periodically reviewed. Some of the risks identified and beenacted upon by your Company are: Securing critical resources; ensuring sustainable plantoperations; ensuring cost competitiveness including logistics; completion of CAPEX;maintaining and enhancing customer service standards and resolving environmental andsafety related issues.

Number of Meetings of the Board

During the year the Board met 5 times. The details of the same along with otherCommittee's of the Board are given in the Corporate Governance Report. The intervening gapbetween the Board Meetings was within the period prescribed under the Companies Act 2013.

Declaration by independent directors

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofthe Listing Regulations.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and other Committees.

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration and evaluation criteria for performanceevaluation & terms and conditions of appointment of Independent Directors.

The Nomination and Remuneration Policy and evaluation criteria of Independent Directorshave been provided under Corporate Governance Report. The aforesaid policy terms as wellas evaluation criteria is also disclosed on the Company's website athttp://www.camlinfs.com/ BusinessConductEthics.

Familiarisation programme for the Directors

The details of familiarisation programmes held for the directors are disclosed on theCompany's website and the weblink for the same is http://www.camlinfs.com/BusinessConductEthics.

Directors – Reappointments & Inductions

Anagha S. Dandekar (DIN: 07897205) and Nirmal V. Momaya (DIN: 01641934) are retiring byrotation and being eligible offer themselves for re-appointment. The Board commends theirre-appointment.

The Board of Directors upon the recommendation of the Nomination and RemunerationCommittee has appointed Harsha Raghavan (Din: 01761512) and Sarvjit Singh Bedi (Din:07710419) as Non-Independent Directors and Conrad D'Souza (Din: 00010576) MahabaleshwarG. Palekar (Din: 02455892) and Thomas Videbaek (Din : 09110625) as Independent Directorson the Board of the Company. Being eligible and offering themselves for appointmentresolution is being placed before the Members for approval at the ensuing Annual GeneralMeeting.

Directors – Retirements

Tenure of Sharad Kulkarni and Pramod Sapre Independent Directors expired on September30 2020. The Board in its meeting held on November 12 2020 took the note of the same andplaced on record its appreciation for the services rendered by Sharad Kulkarni and PramodSapre during their respective tenures as Independent Director.

As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI LODR 2015) particulars of Directors seeking appointment/reappointment at the ensuing General Meeting have been given under Corporate GovernanceReport and in the Notice of the 28th Annual General Meeting.

None of the Directors are disqualified from being appointed as Directors as specifiedin Section 164 of the Companies Act 2013.

Appointment of Nirmal V. Momaya as Managing Director

Nirmal V. Momaya was appointed as Managing Director effective June 1 2021 for a periodof 3 years subject to the approval of members. He has been a Non-Executive Director on theBoard since August 4 2014. In the opinion of the Board his knowledge expertiseexperience and his substantial contribution to the company till date will prove valuableto help the business to grow strategically and efficiently in future. He will share theburden of Ashish S. Dandekar in managing the group.

Remuneration in excess of limit provided in the Companies Act

During the financial year due to inadequacy of profits the remuneration paid to AshishS. Dandekar Managing Director and Dilip D. Dandekar Chairman & Non-ExecutiveDirector has exceeded the limits prescribed under Schedule V of the Companies Act by INR24.01 Lakh. The Company is seeking approval of the members for payment of such excessremuneration in the ensuing AGM.

Committees of the Board

As on March 31 2021 the Board had 4 mandatory committees : (a) Audit Committee (b)Nomination and Remuneration Committee (c) Stakeholders Grievances Committee and (d)Corporate Social Responsibility Committee. All the committees are well represented byparticipation of the Independent Directors.

A detailed note on the composition of the Board and its committees is provided in theCorporate Governance Report.

Internal financial controls and its adequacy

The Company has an Internal Control System commensurate with its size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAuditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of StatutoryAuditor and the Internal Auditor corrective actions are undertaken in the respectiveareas and thereby strengthening the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

For further details refer to the Internal Control Systems section in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.

Significant and Material Orders passed by the Regulators/Courts if any

During the year under review there are no significant or material orders passed by theRegulators or Courts or Tribunals which would impact the going concern status of yourCompany and its future operations except the penalty levied by National Green Tribunal(NGT) on alleged violation of environmental norms by the Company and the Order of SupremeCourt of People of China against Company's subsidiary namely CFS Wanglong Flavors(Ningbo) Co. Ltd. Details of NGT Order and its status has been disclosed in the Notes tothe Financial Statements. An elaborate discussion on the Supreme Court order and itsimplications has been detailed under "Subsidiaries" section of this report.

Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed thereunder either to the Company or to the CentralGovernment.

Annual Return

Pursuant to section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the company website on www.camlinfs.com/annualreturn-20-21.

By virtue of amendment to Section 92(3) of the Companies Act 2013 the Company is notrequired to provide extract of Annual Return (form MGT - 9) as part of the boards report.

Investor Education and Protection Fund (IEPF)

During the year the Company has transferred the unclaimed dividend of INR 3.95 Lakh tothe Investor Education and Protection Fund. The details of the year-wise amounts ofunclaimed / un-encashed dividends lying in the unpaid dividend account up to the year andthe corresponding shares which are liable to be transferred are uploaded on theCompany's website at https://www. camlinfs.com/unclaimeddividends

Directors' Responsibility Statement

Pursuant to the requirement u/s 134(3)(c) of the Companies Act 2013 (the"Act") with respect to Directors' Responsibility Statement the Directors herebyconfirm that:

(a) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed and there are no materialdepartures;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a ‘going concern' basis;

(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

6. Auditors & Audit Reports: Audit Reports

The Statutory Auditors Report on the Financial

Statements for the financial year ended March 31 2021 does not contain anyqualification reservations or adverse remarks except emphasis of matter concerning theissues of Order of Supreme Court of People of China and payment of excess managerialremuneration which have been self-explanatory and adequately addressed in the financialstatements. The said report is enclosed with the financial statements in this AnnualReport.

The Report of the Secretarial Audit is annexed herewith as "Annexure B". TheManagement has taken note of the observations and accordingly the Company is seekingapproval of the members in connection with payment of excess remuneration to the ManagingDirector and a Non-Executive Director.

The Certificate of the compliance with Corporate Governance requirements by the Companyfor the financial year ended March 31 2021 issued by the Practicing Company Secretariesis attached to the Report on Corporate Governance.

The auditor's certificate on the implementation of ESOP schemes in accordance with SEBI(Share Based Employee Benefits) Regulations 2014 will be made available at the AGM

Statutory Auditors

Kalyaniwalla & Mistry LLP Chartered Accountants (Firm Registration No.104607W/W100166) were appointed as Statutory Auditors of your Company at the 24th AnnualGeneral Meeting held on July 21 2017 for a term of five consecutive years that is tillthe conclusion of the 29th AGM to be held in 2022.

Secretarial Auditors

Company has appointed JHR & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for the financial year ended March 312022.

Cost Records & Cost Auditors

Maintenance of Cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are applicable to the Companyeffective from April 1 2021. The Company has appointed ABK & Associates (FirmRegistration No. 000036) as Cost Auditors to audit cost records of the Company for thefinancial year 2021-22. The remuneration payable to the Cost Auditors is subject toapproval of the Members at the Annual General Meeting. Accordingly the necessaryResolution for ratification of the remuneration payable to ABK & Associates to conductthe audit of cost records of the Company for the financial year 2021-22 has been includedin the Notice of the ensuing AGM of the Company and the Resolution is recommended for yourapproval.

7. Corporate Social Responsibility (CSR):

Company operates CSR Policy in the areas of promoting healthcare education includingspecial education and employment enhancing vocation skills especially among children thedifferently abled tribal communities and measures for reducing inequalities faced bysocially and economically backward classes.

The projects identified and adopted are as per the activities included and amended fromtime to time in Schedule VII of the Companies Act 2013. The Company endeavors to make CSRa key business process for sustainable development and welfare of the needy sections ofthe society.

During the Financial Year 2020-21 the Company has spent the entire amount of INR 20.38Lakh towards CSR activities through NGO operating in the said areas. The Annual Report onCSR activities forming part of this Board's report is annexed herewith as "AnnexureD".

8. Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo

As required by the Companies (Accounts) Rules 2014 the relevant informationpertaining to conservation of energy technology absorption foreign exchange earnings andoutgoings respectively is given in the "Annexure F" to this report.

Business Responsibility Report (BRR)

The listing regulations require disclosure of the BRR as a part of the Annual Reportfor the top 1000 listed entities based on market capitalisation. In compliance theretowe have annexed the BRR disclosure to our Annual Report.

Environmental Social & Governance (ESG)

Company has initiated various ESG initiatives with an objectives :

Safeguard employee well being by enabling work from home

Significant focus on ‘sustainable solutions' regarding wastage of food

Energy conservation measures

Environment friendly technologies

Strategic collaborations for renewable energy sources

Enhancing well being of the community

Social initiatives through the CSR activity have been discussed under "CSR"section of this Report.

9. Acknowledgements:

Pramod Sapre erstwhile Independent Director passed away on December 30 2020. TheDirectors place on record their deep appreciation for his guidance support andcontribution to the business and growth of the Company.

We thank our clients customers vendors investors bankers financial institutionsand business associates for their continued support during the year. We place on recordour appreciation for the contribution made by our employees. The growth of the Company wasmade possible by their hard work co-operation and support.

We thank the Governments of various countries where we have our operations. We alsothank the various regulatory authorities namely GST authorities the Reserve Bank ofIndia SEBI Pollution Control Boards Dahej SEZ Authority as well as State Governments ofMaharashtra and Gujarat and its various departments for their support and look forward totheir continued support in the future.

For & On behalf of the Board
Dilip D. Dandekar Ashish S. Dandekar
Chairman Managing Director
Place : Mumbai
Dated : May 28 2021

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