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D & H India Ltd.

BSE: 517514 Sector: Engineering
NSE: N.A. ISIN Code: INE589D01018
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NSE 05:30 | 01 Jan D & H India Ltd
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VOLUME 2832
52-Week high 29.40
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P/E 12.06
Mkt Cap.(Rs cr) 15
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Sell Qty 0.00
OPEN 21.50
CLOSE 20.75
VOLUME 2832
52-Week high 29.40
52-Week low 12.40
P/E 12.06
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

D & H India Ltd. (DHINDIA) - Director Report

Company director report

To

THE MEMBERS OF

D & H INDIA LIMITED

The Directors take pleasure in presenting their 35th Annual Report alongwith the audited standalone

and consolidated financial statements for the year ended 31st March 2020.

1. Highlights of Performance

• Consolidated income for the year was Rs. 7914.12 Lakh as compared to Rs. 7985.29Lakh in the previous year a decrease of 0.89%.

• Consolidated net sales for the year was Rs. 7901.83 Lakh as compared to Rs.7941.07 Lakh in the previous year a decrease of 0.49%;

• Consolidated loss before tax for the year was Rs.(189.03) Lakh as compared toRs. 244.46 Lakh profit in the previous year;

• Consolidated loss after tax for the year was Rs. (171.94) Lakh as compared toRs.191.18 Lakh Profit in the previous year.

2. Financial Results (Rs. In Lakh)

Particulars

Consolidated

Standalone

31.03.2020 31.03.2019 31.03.2020 31.03.2019
Revenue from Operations (Net) & other income 7914.12 7985.29 7913.94 7980.79
Profit before Financial Cost &Depreciation 170.06 595.93 171.18 597.44
Financial Cost 180.31 176.35 179.54 174.24
Depreciation 178.78 175.12 176.56 172.89
Profit Before Tax (PBT) (189.03) 244.46 (184.92) 250.31
Provision for Tax (17.09) 53.28 (16.66) 54.20
Profit After Tax (PAT) (171.94) 191.18 (168.25) 196.11
Less: Minority Interest - - - -
Balance brought forward from previous year 1322.71 1131.51 1351.76 1155.65
Profit available for Appropriations 1150.36 1322.72 1183.51 1351.76
Earnings Per Share (Basic and Diluted) (2.34) 2.54 (2.29) 2.61

3. Dividend

In order to incur loss during the financial year your directors regret their inabilityto declare any dividend for the financial year 2019-20. (Previous year Nil).

4. Share Capital

The paid up Equity Share Capital as on 31st March 2020 was Rs. 740.00 Lakhdivided into 74.00 Lakh equity shares of Rs. 10/- each. During the year under reviewthere were no change in the capital structure and the Company has not issued shares withdifferential voting rights nor granted stock options nor sweat equity.

5. Transfer of profits to reserves

During the year under review your company has not transferred any amount to the generalreserves. (Previous year Nil)

6. Finance

The Company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.

7. Public Deposits

Your Company has not accepted deposit from the public falling within the ambit ofsection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and there were no remaining unclaimed deposits as on 31stMarch 2020.Further the Company has not accepted any

deposit or loans in contravention of the provisions of the Chapter V of the CompaniesAct 2013 and the Rules made there under.

S.No. Particulars Amt in Rs.
1 Details of Deposits accepted during the year Nil
2 Deposits remaining unpaid or unclaimed at the end of the year Nil
3 Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year N.A.
4 Deposits not in compliance with law N.A.
5 NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed N.A.

Further your company has filed form DPT-3 for the Annual compliance as at 31stMarch 2020 for the amount received by the company which is not under the purview ofsection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposit) rules2014 as amended form time to time.

8. Subsidiaries & Associates

As on 31st March 2020 Your Company is having following companies as itsSubsidiaries and Associate from the starting of the financial year 2019-20 and till theend of the year. Further your company is not a subsidiary associate or joint venture ofany other company during the period under review:-

S. Name of the Company No. Status as on 1st April 2019 Any change in status Status as on 31st March 2020
1 V & H Fabricators Pvt. Ltd. Wholly Owned Subsidiary No Change Wholly Owned Subsidiary
2 Commonwealth Mining Pvt. Ltd. Associate Company filed application u/s 248 of the Companies Act 2013 in form STK-2 for removal of its name from Register of Companies on 12/03/2020 Associate. (Strike off name approval is pending from the Registrar of Companies)

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 your Companyhas prepared Consolidated Financial Statements of your Company which is forming part ofthis Annual Report. Further a Statement containing salient features of financialinformation of the Subsidiary Company and Associate is disclosed in the prescribed formatAOC-1 pursuant to Section 129(3) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 is annexed to this Report "Annexure-A". TheStatement also provides details of performance and financial position of above saidCompanies. The Company will provide a copy of annual account in respect of its subsidiaryand Associate Company to shareholder who asks for it.

In accordance with the provisions of Section 136 of the Companies Act 2013 theAudited Financial Statements the Consolidated Financial Statements and the relatedinformation of the Company and the Audited Accounts of the Subsidiary Company areavailable on our website i.e. www.dnhindia.com These documents shall also beavailable for inspection during the business hours i.e. between 10.00 A.M. to 6.00 P.M.on all working days (except Saturday and Sunday) at the Registered Office of the Company.In accordance with the Accounting Standard AS-21 the Consolidated Financial Statementsare furnished herewith and form part this Annual Report.

The consolidated and standalone financial statements are in compliance with theapplicable Indian Accounting Standards (IND AS) to the Company.

9. Director & Key Managerial Personnel's:

Executive Directors and KMPs

Your Company is having adequate Key Managerial Personnel's as per requirements ofsection 203 of the Companies Act 2013 as well as the SEBI (LODR) Regulations 2015. Thereis no change in the key managerial personnel's during the year under review.

Declaration for Independency of Independent Directors

The Company has received necessary declaration from all the independent directors asrequired under section 149(6) of the Companies Act 2013 confirming that they meet thecriteria of Independence as per the SEBI (LODR) Regulation 2015 and the Companies Act2013. In the Opinion of the Board all the independent directors fulfills the criteria ofthe independency as required under the Companies Act 2013 and the SEBI (LODR)Regulations 2015.

All Independent Directors have registered themselves with Independent Directors DataBank. The independent directors taking affective steps to pass the proficiency test as perrequirement of the Companies Act 2013.

Independent Directors seeking re-appointment:

Pursuant to the provision of section 149(10) of the Companies Act 2013 a term of fiveconsecutive years on the Board of the Company of Shri Eshanya B Guppta (DIN: 01727743) andShri Sunil Kathariya (DIN: 07155856) as Independent Directors was due to be completed on14th May 2020. Further Members at their 34th Annual GeneralMeeting (AGM) held on September 30 2019 have already re-appointed them as the IndependentDirectors for a further term of 5 (five) consecutive years w.e.f. 15th May2020. Further Shri Balraj Kishore Namdeo (DIN: 06620620) was appointed as the AdditionalDirector under the category of Independent Director by the Board of Directors at theirmeeting held on 29th March 2019 w.e.f. 1st April 2019 which wasfurther confirmed by the members of the company in the 34th Annual GeneralMeeting held on 30th Sept. 2019. The Independent Director are not liable torotation.

Directors liable to retire by rotation seeking re-appointment:

Shri Sushil Rawka (DIN:00156990) and Mrs. Atithi Vora (DIN: 06899964) Directors of thecompany are liable to retire by rotation at the ensuing annual general meeting and beingeligible offers themselves for re-appointment. Your directors recommend passing necessaryresolution as proposed in the Item No. 2 & 3 of the Notice.

10. Remuneration and Nomination Policy

The Board has on the recommendation of the Nomination and Remuneration Committee (NRC)framed a nomination remuneration and evaluation policy which lays down the criteria foridentifying the persons who are qualified to be appointed as directors and/or seniormanagement personnel of the company along with the criteria for determination ofremuneration of directors KMP's and other employees and their evaluation and includesother matters as prescribed under the provisions of section 178 of Companies Act 2013and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given atthe website of the Company at Link:- http://www.dnhindia.com The details of thesame are also covered in Corporate Governance Report forming part of this Annual Report.)

11. Board Meeting and Committees of the Board:

11.1 Number of meetings of the Board:

Total Four (4) meetings of the Board were held during the year. The intervening gapbetween any two meetings was not exceeding 120 days as prescribed by the Companies Act2013 and the SEBI (LODR) Regulations 2015. For further details of the meetings pleaserefer the Corporate Governance Report which forms part of this report.

 

11.2 Committees of the Board

In accordance with the Companies Act 2013 and the SEBI (LODR) Regulations 2015 andother purposes the Board has the following 3 (Three) committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee (NRC)

(c) Stakeholders' Relationship Committee (SRC)

Apart from the aforesaid committees under the Companies Act 2013 and the SEBI (LODR)Regulations 2015 the Company has also constituted Internal Complaints Committee (ICC)under the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. A detailed note on the Board and its committees is provided underthe Corporate Governance Report section in this report.

12. Particulars of Loans Guarantees or Investments by Company

During the period under review your company has not provided any loans guarantees orprovided any security or made any fresh investment in any other Body Corporate in terms ofprovisions of section 186 of the Companies Act 2013 except that the company has madeinvestment and given loan to the following companies.

S. Name of company No. Status of Company Type of Investment Amount of investment as on 31.03.2020 (Rs. In Lakh)
1 V & H Fabricators Pvt. Ltd. Wholly Owned Non-Current 172.37
Subsidiary Investment
Loans 7.01
2 Investment in the shares of the Listed Companies - Non Current Investment 13.34

The Investment made and loan given by the company are within the limit as provided insection 186 of the Companies Act 2013. In addition to the above the company has policyand provides advances against salary or otherwise to employees of the company and on whichno interest being charged.

13. Whistle Blower Policy/ Vigil Mechanism

Your company has a Vigil Mechanism in place which also includes a whistle blower policyin terms of the listing regulation for Directors and employees of the Company to provide amechanism which ensures adequate safeguards to employees and Directors from anyvictimization on raising of concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reports etc.The Vigil Mechanism / Whistle Blower Policy of the Company can be accessed on theCompany's website at the link: http://www.dnhindia.com and the same is being attached withthis Report as "Annexure-B ".

All the employees have the right / option to report their concern / grievance to theChairman of the Audit Committee. During the year under review no protected disclosure fromany Whistle Blower was received by the designated officer under the Vigil Mechanism.

14. Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of the Companies Act 2013 read with the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 ("the Rules") notified bythe Ministry of Corporate Affairs. All unpaid or unclaimed dividend are required to betransferred by the company to the IEPF established by the Government of India after thecompletion of seven years. Further according to the rules the shares on which dividendhas not been paid or claimed by the shareholders for seven consecutive years or more shallalso be transferred to the D-mate account of the IEPF Authority. Accordingly the companyhas already transferred the unclaimed and unpaid dividends of Rs.194349/- and has alsotransfer 32410 shares of Rs. 10/- each to the IEPF Authority for the year 2011-12 as perthe requirement of the said IEPF rules.

The detail related to dividend remains unpaid-unclaimed in the Company has been givenin the Corporate Governance Report attached with the Annual Report of the Company.

The company shall further transfer the unpaid or unclaimed dividend for the year2012-13 and the shares on which dividend has not been paid or claimed by the shareholderfor seven consecutive year or more shall also transferred to the D-mate account of theIEPF authority as per the requirement of the Law.

15. Energy Conservation Technology Absorption and Foreign Exchanges Earnings and Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts)Rules 2014 is annexed herewith as "AnnexureC".

16. Particulars of Remuneration of Employees

The particulars of the remuneration to the directors pursuant to the section 197(12) ofthe Companies Act 2013 read with the Rule 5(1) of the Companies (Appointment andRemuneration to the Managerial Personnel) Rules 2014 are enclosed as Annexure D.

None of the employee was drawing remuneration of '850000/- per month or'10200000/- per year therefore the particulars of employees as required u/s 197(12) ofthe Companies Act 2013 read with

Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not applicable to the Company.

17. Risk Management & Internal Financial Control and Its Adequacy

Company has an effective risk management framework for identifying prioritizing andmitigating risks which may impact attainment of short and long term business goals of yourcompany. The risk management framework is aligned with strategic planning deployment andcapital project evaluation process of the Company. The process aims to analyze internaland external environment and manage economic financial market operational complianceand sustainability risks and capitalizes opportunities of business success.

The Internal Financial control framework has been designed to provide reasonableassurance with respect to recording and providing reliable financial and operationalinformation complying with applicable laws safeguarding assets from unauthorized useexecuting transaction with proper authorization and ensuring compliances with corporatepolicies.

18. Annual evaluation by the Board

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant the provision of the act and thecorporate governance requirement as prescribed by the SEBI (LODR) Regulation 2015.

The performance of the board was evaluated by the Board after seeking inputs from allthe Directors on the basis of criteria such as board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the SEBI.

The performance of the committee was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of the committeeeffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual director on the basis of criteria such as the contribution of the individualdirectors to the board and committee meeting like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meeting etc.

19. Director's Responsibility Statement

In pursuance of Section 134(3)(c) read with section 134(5) of the Companies Act 2013the Director's statement as an averment of their responsibility is as under:

(i) The Company has in the preparation of the annual accounts for the year ended March31 2020 followed the applicable accounting standards along with proper explanationsrelating to material departures if any.

(ii) They had 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 as at 31st March 2020 and of the Loss of the Companyfor the year ended.

(iii) They have taken proper and sufficient care to the best of their knowledge for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

(iv) They have prepared the annual accounts for the financial year ended 31stMarch2020 on a going concern basis.

(v) 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

 

(vi) They had devised proper systems to ensure compliance with the provisions ofall applicable laws and those systems are adequate and operating effectively.

20. Auditors and Auditor's Report& Comments on the Observations by the Auditors StatutoryAuditors Appointment and their Report

The Company's Auditors M/s Lokesh Vyas & Co. Chartered Accountants (F.R.No.013855C) who were appointed for a term of one year at the Annual General Meeting of theCompany held on 30th September 2019 therefore their tenure will be concludedon the conclusion of the 35th Annual General Meeting.

Your Board of Directors upon the recommendation of the Audit Committee have proposedappointment of M/s Devpura Navlakha & Co. Chartered Accountants Ahmadabad (FRN121975W)

as Statutory Auditors of the Company for a term of 5 (Five) year. The proposed Auditorshave confirmed their eligibility under section 141(3)(g) of the Companies Act 2013 andthe Rules framed there under for appointment as Auditors of the Company. As required underSEBI (LODR) Regulations 2015 the auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.

Your Board is pleased to inform that there is no such observation made by the Auditorsin their report for the year 2019-20which needs any explanation by the Board.

 

Cost Records and Auditors Appointment and their Report

Pursuant to provisions of section 148 of the Companies Act 2013 read with TheCompanies (Cost Records and Audit) Amendment Rules 2014 the cost audit recordsmaintained by the Company in respect of its manufacturing activity however is notrequired to be audited during the year 2019-20. There is no requirement for appointment ofthe Cost Auditors for the year 2020-21.

 

Secretarial Auditors Appointment and their Report

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s D K Jain & Co. a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit for the year2019-20 is annexed herewith as "Annexure E".

The Secretarial Audit Report for the year 2019-20 is self-explanatory except the someobservation made and managements submit their comments;

(a) The company has delayed in filing of statement of Related Party Transactions underRegulation 23(9) of SEBI (LODR) Regulations 2015 for the half year ended 30.09.2019. Itwas required to be filed within a period of 30 days from the submission of the FinancialResults to the Stock Exchange i.e. on or before 8th December 2019 whereasthe company has filed the same on 11th June 2020.

(b) The Company has not filed Annual Return on Foreign Assets and Liabilities for theF.Y. 2018-19 with RBI which required as per RBI AP (DIR Series) Circular No.37 dated June28 2019.

Management comment to point no. (a) to (c)

The observations raised by the Secretarial Auditors are relating to the procedurallapses without any mala fide intentions. In advertently the same could not be uploadedwithin time limit however it has been filed delayed and complies with the requirementstherefore it is not prejudice to the interest of any stakeholder as such.

21. Management Discussion and Analysis Report

The Management Discussion and Analysis Report covering the matters listed in Reg. 34(2)(e) of the SEBI (LODR) 2015 read with Schedule V of the SEBI (LODR) Regulations 2015for the year under review is given as a separate in the Annual Report.

22. Corporate Governance

Your Company firmly believes and adopts the highest standard of practice underCorporate Governance. A separate section on Corporate Governance is attached in which thefollowing Certificate's:-

1) Certificate from Mr. Harsh Vora Managing Director and Mr. Sanat Kumar Jain ChiefFinancial Officer pursuant to provisions of the SEBI (LODR) Regulations 2015 for theyear under review was placed before the Board of Directors of the Company at its meetingheld on 25th July 2020;

2) Auditors Certificate on the Corporate Governance;

3) Certificate from M/s Ritesh Gupta & Co. Practicing Company Secretary Indorestating that none of the directors on the Board of the company have been debarred ordisqualified from being appointed or continuing as directors of companies by theBoard/Ministry Corporate Affairs.

23. CSR Initiatives

In view of the profits and turnover of the company during the previous three years theCompany does not fall under the provisions of the section 135 of the Companies Act 2013and the rules made their under.

24. Extract of Annual Return

As provide under Section 92(3) of the act and Rule 12(1) of the Companies (Managementand Administration) Rules 2014 the extract of the Annual return is given in "Annexure-F" in the

prescribed Form MGT-9 which is a part of this report. Copy of the Form MGT-9 is alsoavailable at the website of the company www. dnhindia. com

25. Related Party Transactions

All related party transactions that were entered into during the financial year underreview were on arm's length basis and in the ordinary course of the business. Thusdisclosures in Form AOC-2 in terms of section 134 of the Companies Act 2013 is notrequired. There were no materially significant Related Party Transactions made by theCompany during the year that require shareholders' approval under Regulation 23 of theListing Regulations.

All Related Party Transactions are placed before the Audit Committee for priorapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are repetitive in nature or when the need for them cannot be foreseen in advance.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. A disclosure as required under section 134(3)(h) of the Companies Act2013 and the Rule 8(2) of the Companies (Accounts) Rules 2014 and is hosted on thewebsite of the Company at www.dnhindia.com

26. Disclosures under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

Your Company has zero tolerance towards sexual harassment at workplace. It has a well -defined policy in compliance with the requirements of the Sexual Harassment of women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder. An Internal Committee is in place to redress complaints received regarding sexualharassment. The Company has not received any complaint of sexual harassment duringfinancial year 2019-2020.

27. Economic Scenario and Outlook

The low economic growth appears to have bottomed out and a gradual increase in economicactivity is expected in 2020. The medium term to long term growth prospects look positivein view of the Government's determination to bring in reforms. For the year 2020 theeconomy is expected to grow at a lower rate than in 2019 due to COVID-19 pandemic effect.The long term prospect for the economy is optimistic.

28. Occupational Health & Safety (OH&S)

With regard to contractor safety two key areas of focus identified were FacilityManagement for the contractors' employees and Equipment Tools & Material Management.The Facility Management initiative was implemented to ensure adequate welfare facilitiesfor contract labor such as washrooms with bathing facilities rest rooms availability ofdrinking water etc. The Equipment Tools & Material Management program ensured thatthe tools used by contractors were safe. The process of screening of contractors was mademore stringent to ensure that the contractors were aligned with the Company's objectivesto ensure ‘Zero Harm'.

29. Human Resources

Many initiatives have been taken to support business through organizational efficiencyprocess change support and various employee engagement programs which have helped theOrganization achieve higher productivity levels. A significant effort has also beenundertaken to develop leadership as well as technical / functional capabilities in orderto meet future talent requirement.

The Company's HR processes such as hiring and on-boarding fair transparent onlineperformance evaluation and talent management process state-of-the-art workmen developmentprocess and market aligned policies have been seen as benchmark practices in theIndustry.

During the year under review the following Human Resources initiatives receivedgreater focus:

• Employer of Choice: Employees are encouraged to express their views and areempowered to work independently. Employees are given the opportunity to learn throughvarious small projects which make them look at initiatives from different perspectives andthus provide them with a platform to become result oriented. This has helped greatly inoverall development of the employee and has significantly arrested the attrition rate.

• Leadership Development: As a part of leadership development talented employeeshave been seconded to the senior leadership team to mentor them and prepare them for thenext higher role.

• Industrial Relations: The Company's Industrial Relations policy has beenbenchmarked by the manufacturing sector. The Company shares relevant business informationwith the Unions in

order to enlighten them and make them sensitive towards business requirements. This hashelped to build a healthy relationship and resolve issues through mutual dialogue.

30. Significant and material orders passed by the Regulators or Courts:

There are no significant material orders passed by the Regulators/Courts of law whichwould have impact on the going concern status of the Company and its future operations.

31. Enhancing Shareholders Value

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

32. Material changes and commitments affecting the financial position of thecompany.(COVID Effect)

The outbreak of the novel corona virus pandemic (Covid-19) is causing significantdiscrepancies in economic activities the impact of which has been discussed in Review ofOperations and the Management Discussion and Analysis report which forms part of thisAnnual Report.

Except the above no material changes and commitments affecting the financial positionof the Company occurred during the Financial Year to which this financial statementsrelate and the date of report.

33. Details of Fraud

There is no fraud as reported by the Auditors to the Central Government which needs tobe disclosed as per requirement of the provisions of section 134(3)(ca) of the CompaniesAct 2013 during the year 2019-20.

34. Change in the nature of business.

During the year under review there was no change in the nature of business of thecompany.

35. Covid-19 Impact.

In the last month of FY 2019-2020 the COVID-19 pandemic developed rapidly into aglobal crisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally. Theoperations of the Company were completely suspended w.e.f. 23rdMarch 2020 asper the directives of Government due to Covid-19 pandemic and now resumed in a phasedmanner w.e.f. 23rd May 2020 taking into account directives from theGovernment. As a result of lockdown the volume for the month of March 2020 have beenaffected and consequently the performance for the Month of March 2020 and the June-2020quarter has also been affected. The Company has evaluated the impact of this pandemic inits business operations liquidity and financial position and based on management reviewof current indicators and economic conditions; there is no material impact on itsfinancial results as at 31st March 2020.

The impact assessment of Covid-19 is a continuing process given the uncertaintiesassociated with its nature and duration accordingly the impact may be different from thatestimated as at the date of approval of these financial results. The company will continueto monitor any material changes to future economic conditions.

36. Provision of Voting by Electronic Means.

Your Company is providing E-voting facility under section 108 of the Companies Act2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules2015. The ensuing AGM will be conducted through Video Conferencing/OVAM and no physicalmeeting will be held and your company has make necessary arrangements with CDSL toprovide facility for remote e- voting and e-voting at AGM. The details regarding e-votingfacility is provided with the notice of the Meeting.

37. Acknowledgments

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors

place on record their sincere appreciation to all employees of the Company for theirunstinted commitment and continued contribution to the Company.

For and on behalf of the Board
Harsh Vora Sushil Rawka
Place: Indore Managing Director Director
Date: 31st August 2020 DIN 00149287 DIN 00156990

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