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D P Wires Ltd.

BSE: 535012 Sector: Metals & Mining
NSE: DPWIRES ISIN Code: INE864X01013
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D P Wires Ltd. (DPWIRES) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting their 23rd AnnualReport on the business and operations of the company and the accounts for the financialyear ended March 31 2021.

1. Financial Results:

The details regarding financial performance of the company forfinancial year ended 31st March 2021 are as follows:

Standalone (Rs. In Lacs)
Particulars Current Financial Year (2021) Previous Financial Year (2020)
Revenue from Operations 46672.22 28386.58
Other Income 252.57 227.30
Total Income 46924.79 28613.88
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 3572.99 2556.92
Less: Finance Costs 109.67 134.62
Profit/loss before Depreciation Exceptional items and Tax Expense 3463.32 2422.30
Less: Depreciation/ Amortization/ Impairment 222.45 195.87
Add/(less): Exceptional items Nil Nil
Profit /loss before Tax Expense 3240.87 2226.43
Less: Tax Expense (Current & Deferred) +Short/( Excess) provision of previous year written back 833.10 557.40
Profit /loss for the year 2407.77 1669.03
Total Comprehensive Income/loss (2.87) (9.58)
Total comprehensive Income for the year 2404.90 1659.45
Balance of profit /loss for earlier years 5135.60 3676.14
Less: Transfer to Debenture Redemption Reserve Nil Nil
Less: Transfer to General Reserves 200.00 200.00
Less: Dividend paid on Equity Shares Nil Nil
Less: Dividend paid on Preference Shares Nil Nil
Less: Dividend Distribution Tax Nil Nil
Less: Bonus Shares issued Nil Nil
Balance carried forward 7340.5 5135.60

2. Overview of the company analysis of financial results andPerformance Review

Your company is engaged in manufacturing and supply of Steel wiresplastic pipes and plastic films which find its application in industries like oil &gas power environment civil energy automobile infrastructure etc. All ourmanufacturing divisions are situated in a single premise at Industrial Estate Ratlam. Weare also engaged in power generation through 2 wind farms of 0.80 MW each in villageOkha-Madhi and Jodhpur in District Jamnagar. We have entered into PPA with Gujarat UrjaVikas Nigam Limited for sale of electricity generated through these wind farms for aperiod of 20 years. Both these wind farms were installed on turnkey basis by Eneron IndiaPvt. Ltd. in the year 2006-07.

We have developed a renowned name in the field of steel wire andplastic industry having ISO 90012008 certification that highlights our capability andfacilities requisite for the development of the best in class PE Film Plastic Films PondLining Film HDPE Film Cap Covers Wires and others.

During the year under review the turnover of the company increasedfrom 28386.58 Lakhs to Rs. 46672.22 Lakhs. The turnover has increased by 64.42% on YOYbasis. The earning before tax interest and depreciation (EBITDA) also increased from Rs.2556.92 Lakhs to Rs. 3572.99 Lakhs showing an increment of 39.74% on YOY basis. It ispertinent to note that the finance cost was reduced from Rs. 134.62 Lakhs in previous yearto Rs. 109.67 Lakhs in current year. The finance cost is reduced by 18.53%. The profitafter tax increased from Rs. 1659.45 in previous year to Rs. 2404.90 in the current year.The profit after tax increased by whopping ratio of 44.92%.

During the current financial year the company has already achievedgood turnover and expects the same to be increased manifold.

Your Company has adequate production capacity to meet the increaseddemand of the Customers. The Company has wide basket of products which caters to ourcustomers across the globe with presence in countries like Nepal Oman Doha MuscatShrilanka etc. R&D Department of the Company looks after the innovation and also takesinto consideration the standards laid down under the ISO certification 9001:2015. AtPresent there are only three suppliers who are dealing in Stranded Wires and we are anapproved supplier of various Government authorities like National Highway Authority inIndia (NHAI) National Thermal Power Corporation Limited (NTPC) Delhi Metro RailCorporation Limited (DMRC) Public Works Department (PWD) Central Public Work Department(CPWD) Railways large public and private sector industries etc. Due to increasedoverseas demand and technological advancement the Company has wide opportunities toexpand its business operations and product base across the globe. The development of acountry's infrastructure is vital to the growth of its sectors and the overall economy.There is an opportunity for DP Wires Limited to become more organized through steadygrowth and acquisitions. This would improve overall construction quality. Strongpopulation growth and a growing economy is fueling demand for infrastructure. Thegovernment is looking to attract private companies to invest in infrastructure throughpublic-private partnership (PPPs). Growing recognition of "Vocal for local" inglobal market company sees many opportunities in renewable power in India. Our Company isengaged in power generation for Gujarat UrjaVikas Nigam Limited. We have set up windenergy based 2 wind farms of 0.80 MW each in village Okha - Madhi and Jodhpur in DistrictJamnagar Gujarat. These wind farms are connected by 33kV grid capacity Enercon Sitesub-station at Bhogat.

3. State Of Company's Affairs

The present state of Company's affairs is progressive enough viz-a-vizthe industry and there is no other development which could result in an adverse situationfor the Company in the near future.

4. Change in nature of business

There was no change in nature of business of the company during theyear under review.

5. Annual Return

The Annual Return of the Company as on 31st March 2021 in Form MGT - 7in accordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Rules 2014 is available on the website of the Company athttps://dPwires.co.in/wp-content/uploads/2021/09/MGT- 7 compressed.pdf

6. Reserves

The amount of surplus of Rs. 2407.77 Lakh of Profit and Loss accounthas been transferred to Reserve and Surplus account in the Balance Sheet. The company hastransferred an amount of Rs. 200.00 Lakh to General Reserve account. Final amount ofreserve and surplus account as on 31.03.2021 is Rs. 10909.49 Lakh including generalreserve of Rs. 650.00 Lakh and Securities Premium Account of Rs. 2919.00 Lakh

7. Dividend

The board does not propose any dividend in order to reinvest profitsfor the business of the company and achieve higher turnover.

8. Transfer of amount to Investor Education and Protection Fund

There was no amount which was required to be transferred to InvestorEducation and Protection Fund.

9. Details pertaining to shares in demat suspense account

There are no shares in demat suspense account/unclaimed suspenseaccount as provided in Para F of Schedule V of the Listing Regulations 2015.

10. Details relating to material variations

There was no material deviation/variation in use of proceeds of theissue. The issue proceeds were utilized for working capital requirements of the company asdefined in objects of the issue.

11. Directors and Key Managerial Personnel

In compliance with the provisions of Section 149 & 152 read withSchedule IV all the other applicable provisions of Companies Act 2013 and Companies(Appointment and Qualification of Directors) Rules 2014 and SEBI (LODR) regulations2015 the composition of board of directors of the company is as follows:

S. No. Name DIN/PAN Designation
1. Mr. Kanti Lal Kataria 00088599 Non Executive Director
2. Mr. Praveen Kataria 00088633 Managing Director
3. Mr. Hemant Kataria 00088833 Whole Time Director & CFO Resigned w. e. f. 20.07.2020.
4. Mr. Arvind Kataria 00088771 Appointed as Additional Director Whole Time Director & CFO w. e. f. 20.07.2020
5. Mr. Anil Kumar Mehta 07657024 Independent Director
6. Ms. Madhubala Jain 07657026 Independent Director
7. Mr. Harsh Moonat 08849971 Non executive non independent
Additional Director appointed w. e. f. 02.09.2020 Resigned from directorship w. e. f 22.01.2021
8. Ms. Suhani Kataria 09012104 Appointed as Additional Director w. e. f. 22.01.2021
10. Ms. Krutika Maheshwari AVJPM3289R Company Secretary and Compliance Officer

In accordance with the provisions of Section 152 of the Companies Act2013 and in terms of the Articles of Association of the Company Mr. Kanti Lal Kataria(Director) (DIN: 00088599) is liable to retire by rotation and being eligible seeksre-appointment at the ensuing Annual General Meeting. The Board of Directors recommendshis re-appointment. Mr. Kanti Lal Kataria is not disqualified under Section 164 (2) of theCompanies Act 2013.

Mr. Hemant Kataria Whole Time Director and CFO resigned from both ofthe posts w. e. f. 20.07.2020. Mr. Arvind Kataria and Mr. Harsh Moonat were appointed asAdditional Directors to hold office till next Annual General Meeting. Mr. Arvind Katariaand Mr. Harsh Moonat were appointed as director whose office shall be liable to retire byrotation at Annual General Meeting held on 31.12.2021. However Mr. Harsh Moonat resignedfrom directorship w. e. f. 22.01.2021. The board appointed Ms. Suhani Kataria asadditional director w. e. f. 22.01.2021 to hold office till date of next Annual GeneralMeeting of the company. Hence her term will come to an end at the ensuing Annual GeneralMeeting. If the members intend to appoint her as director liable to retire by rotationthey are supposed to pass necessary resolution for the same at the ensuing Annual GeneralMeeting. Ms. Suhani Kataria has proposed her candidature for directorship.

Brief resume of director proposed to be reappointed nature of herexperience in specific functions and area and number of public companies in which sheholds membership/chairmanship of Board and Committees Shareholdings and inter-serelationships with other directors as stipulated under Regulation 36 (3) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 are provided in the 'Annexure to the Notice of AGM' forming part of the AnnualReport.

The Company has received declaration from the Independent Directorsthat they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act2013. In the opinion of the Board they fulfill the condition for appointment/re-appointment as Independent Directors on the Board. Further in the opinion of theBoard the Independent Directors also possess the attributes of integrity expertise andexperience as required to be disclosed under Rule 8 (5) (iiia) of the Companies (Accounts)Rules 2014.

12. Committees of Board and Number of Meetings of the Board

The Board currently has four committees namely Audit CommitteeNomination and Remuneration Committee Corporate Social Responsibility Committee andStakeholders Relationship Committee. All the recommendations made by the Committees ofBoard including the Audit Committee were accepted by the Board.

The Board met nine times during the year under review. The maximum gapbetween two Board meetings did not exceed 120 days. A detailed update on the Board itsCommittees its composition and terms of reference of various Board Committees number ofboard and committee meetings held and attendance of the directors at each meeting isprovided in the Report on Corporate Governance.

S. No. Date of board meeting
1. 28th May 2020
2. 10th June 2020
3. 20th July 2020
4. 2nd September 2020
5. 23rd October 2020
6. 29th October 2020
7. 09th November 2020
8. 03rd December 2020
9. 22nd January 2021

Attendance of directors:

S. No. Name of director Number of board meetings
Held Attended
1. Kanti Lal Kataria 9 8
2. Praveen Kataria 9 9
3. Arvind Kataria 6 6
4. Hemant Kataria 3 3
5. Harsh Moonat 5 1
6. Suhani Kataria 0 0
7. Anil Kumar Mehta 9 5
8. Madhubala Jain 9 5

For more details with respect to the Directors Board and Committeemeetings held during the year and attendance of these meetings refer Corporate GovernanceReport which forms part of Directors' Report.

13. Directors' Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section (3) of Section134 of the Companies Act 2013 your directors state that—

(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that period;

(c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) The directors had prepared the annual accounts on a going concernbasis; and

(e) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

(f) The directors had laid down internal financial controls to befollowed by the company

14. Board's Evaluation

In compliances with the provisions of Section 134(3)(p) of the Act readwith Rule 8(4) of the Companies (Accounts) Rules 2014 the board carried out annualevaluation of its own performance that of its Committees and individual directors.

The performance of board and its committees was evaluated by the boardafter seeking input from all the directors on the basis of the criteria such ascomposition and structure of the Board quality of deliberations effectiveness of theprocedures adopted by the Board participation at the Board and committee meetingsgovernance reviews etc. Performance of individual directors was evaluated on the basis ofcriteria like transparency analytical abilities qualifications leadership qualitiesexperience participation in the long-term strategic planning and responsibilitiesshouldered.

The Committees of the Board were assessed on the basis of degree offulfillment of key responsibilities adequacy of committee composition and effectivenessof meetings. The Company has appointed Mr. Anil Kumar Mehta as chairman of the board. TheChairman appointed for the Board meetings was also evaluated by all the Directors on thebasis of managing relations leadership competence and diligence.

The performance evaluation of Independent Directors was carried out bythe entire Board excluding the Director being evaluated. The performance evaluation ofthe Chairman appointed for the Board meeting and the Non Independent Directors was carriedout by the Independent Directors who also reviewed the performance of the Board as awhole. The Board of Directors expressed their satisfaction with the evaluation process.

15. Declaration by Independent Director(s) and re-appointment if anyand meeting of independent directors

All the Independent Directors have submitted their disclosures to theBoard that they fulfill all the requirements as stipulated in Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantrules. A separate meeting of Independent Directors was held on January 22 2021 which wasattended by all the Independent Directors viz. Shri Anil Kumar Mehta and Smt. MadhubalaJain.

16. Familiarization Programme for Independent Directors

Pursuant to the SEBI Listing Regulations the Company has devised afamiliarization programme for the Independent Directors with a view to familiarize themwith their role rights and responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. Through thefamiliarization programme the Company apprises the independent directors about thebusiness model corporate strategy business plans and operations of the Company. Thesedirectors are also informed about the financial performance annual budgets internalcontrol system statutory compliances etc. They are also familiarized with Company'svision core values ethics and corporate governance practices. At the time of appointmentof independent director a formal letter of appointment is given to them which explainstheir role responsibility and rights in the Company. Subsequently they are apprised ofthe Company's policies on CSR nomination and remuneration plant safety HR successionpolicy for directors and senior management. They are updated with global businessscenario marketing strategies legislative changes etc. Factory visits are arranged toapprise them of various operational and safety aspects of the plants to get completeunderstanding of the activities of the Company. Details of familiarization programme ofIndependent Directors are available on the website of the Company under Investors sectionat https://dpwires.co.in/wp- content/uploads/2021/07/07 familiarization-programme.pdf

17. Statement regarding opinion of the Board with regard to integrityexpertise and experience (including the proficiency) of the Independent Directorsappointed during the year

The Company has not appointed any Independent Director between April 12020 to March 31 2021. However the Board of Directors reviewed the declarations asmentioned in the point no 10 and have positive outlook towards the integrity and expertiseof the Independent Directors. Pursuant to provisions of circular issued by Ministry ofCorporate Affairs the Independent directors are exempt from the requirement to undertakeonline proficiency self-assessment test conducted by Indian Institute of Corporate Affairs(IICA) Manesar.

18. Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and RemunerationCommittee framed and adopted the Nomination and Remuneration Policy for selectionappointment and removal of directors senior management key managerial personnel (KMP)including their remuneration. The Board recognizes that various Committees of the Boardhave very important role to play to ensure highest standards of corporate governance. TheChairman of the Board and other Directors form broad policies and ensure theirimplementation in the best interests of the Company. The criteria for selection ofdirectors senior management and KMP are mainly qualifications experience expertiseintegrity independence of the directors etc. The remuneration to non-executive directorsconsists of sitting fees for attending Board/Committee meetings and other reimbursements.All the non-executive nonpromoter directors are paid sitting fee on uniform basis. TheIndependent directors are not entitled to any stock options under the Stock Option Plansof the Company. The remuneration to the Managing Director and other Executive Directorsconsist of monthly salary allowances perquisites commission and other retirementbenefits. The remuneration payable to them is as per approval of the members of theCompany. The overall managerial remuneration payable to them shall not exceed 10% of thenet profits of the Company. In respect of senior management the remuneration is based ontheir performance Company's performance individual targets achieved industry benchmarkand compensation trends in the industry. Their remuneration consists of monthly salarybonus perquisites KPI and other retirement benefits. The Nomination and RemunerationPolicy is available on the website of the Company under Investors section athttps://dpwires.co.in/wp- content/uploads/2021/07/08nomination-and-remuneration-policy.pdf

19. List of core skills/expertise/competencies

As the company is involved in the manufacturing of Steel wires plasticpipes and plastic films the basic skill required in directors is that of technicalexpertise to monitor the manufacturing operations properly. Further the directors mustpossess excellence in financial and communication skills. The directors must have verygood liasioning abilities. All the executive directors of the company posses all of theabove expertise. Our Managing Director Mr. Praveen Kataria is technical expert having vastexperience of 25 years in the field. Mr. Arvind Kataria Whole time director and CFO is anexpert in financial matters as well as an ardent communicator. Further our non executivedirector Mr. Kantilal Kataria with a vast experience of 45 Years is an asset for thecompany. The company was able to make remarkable progress under his able guidance. Theboard had appointed Ms. Suhani Kataria as additional director. She holds a bachelor degreein Engineering and being a young member of the board her ideas can contribute for growthas well as technological advancement of the company

20. Particulars of loans guarantees or investments under section 186

The details of loans guarantees and investments covered under theprovisions of Section 186 of the Companies Act 2013 and rules made there under are shownunder Note No. 12 in the Notes to the Financial Statements.

21. Related Party Transaction

All related party transactions entered into during the year were onarm's length basis and were in the ordinary course of business. Details of materiallysignificant related party transactions made by the Company with promoters directors keymanagerial personnel or other designated persons which may have a potential conflict withthe interest of the Company at large are attached in Form AOC-2 attached as Annexure I.Prior omnibus approval of the Audit Committee is obtained for related party transactionswhich are repetitive in nature and in case such transactions exceed the limits approvedthrough the omnibus approval the transactions are subsequently ratified. The transactionsentered into pursuant to the omnibus approval so granted are reviewed on a quarterly basisby the Audit Committee. Detailed disclosure on related party transactions as per Ind AS-24containing name of the related party and details of the transactions entered with suchrelated party have been provided under Notes to financial statements. Disclosure onrelated party transactions on half year basis is also submitted to the stock exchanges.The policy on related party transactions as approved by the Board is available on thewebsite of the Company under Investors section at https://dpwires.co.in/wp-content/uploads/2021/07/09 policv-for-related-party-transactions.pdf.

22. Commission from holding or subsidiary company

As the company is not having any holding or subsidiary company detailsas required regarding receipt of commission by Managing or whole time director of thecompany from holding or subsidiary of the company in accordance with the provisions ofSection 197 (14) are not applicable.

23. Particulars Of Employee and Related Disclosures

The ratio of remuneration of each Director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthe Board's Report under Annexure - II as Median Remuneration.

None of the employees including managerial personnel draws in excess ofthe limits prescribed under Section 197 (12) of the Companies Act 2013 read with rules 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 which needs to be disclosed in the Directors' report.

In terms of the provisions of Section 197 (12) of the Act read withRules 5 (2) and 5 (3) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 the list of the top 10 employees in terms of remuneration formspart of the Board's Report under Annexure-III.

24. Corporate Social Responsibility (CSR)

Company incurred CSR Expenditure of Rs. 2923711/- (Rupees Twenty NineLakh Twenty Three Thousand Seven Hundred and eleven Only). The CSR initiatives of theCompany were under the area of providing support during COVID 19 distribution of food anditems of basic necessities eradication of hunger and poverty health & hygieneeducation animal protection protection of heritage and promotion of culture and religionetc. The CSR Policy of the Company is available on the website of the Company athttps://dpwires.co.in/wp-content/uploads/2021/07/04 CSR-Policy Amended-on 24052019.pdf

Ministry of Corporate Affairs vide its Notification(s) dated 22ndJanuary 2021 notified the Companies (Corporate Social Responsibility Policy) AmendmentRules 2021 which inter alia provides for the revised format of annual report forpublishing the CSR activities undertaken during the financial year ended 31st March 2021.The other changes pursuant to said Notification(s) under the CSR provisions have beenbriefly highlighted in the annual report of the Company's CSR activities for the financialyea r ended 31st March 2021. The Company's CSR Policy statement and annual report on theCSR activities undertaken during the financial year ended 31st March 2021 in accordancewith Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules2014 is set out in Annexure IV to this report.

25. Corporate Governance Report

In compliance with Regulation 34 of the Listing Regulations a separatereport on Corporate Governance along with a certificate from the Auditors on itscompliance is attached at Annexure V and forms part of this Annual Report.

26. Material changes and commitments affecting the financial positionof the company

Following material changes have taken place after closure of financialyear and before date of signing of board's report:

1. CA Sachin Moonat has been appointed as Internal Auditor of theCompany at the board meeting held on 18.06.2021.

2. CS Shweta Garg has been appointed as Secretarial Auditor of thecompany at the board meeting held on 18.06.2021.

Due to spread of second wave of COVID 19 from February 2021 CoronaCurfew was imposed for different periods in different parts of the country. As theproduction work was not stopped entirely during Corona Curfew it did not have much impacton the business and production.

Apart from above there were no material changes and commitmentaffecting the financial position of the Company which occurred between the end of thefinancial year of the Company and date of the Report.

27. Compliance of Secretarial Standard

The Company has complied with all the applicable Secretarial Standardsduring the year.

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

The details of conservation of energy technology absorption foreignexchange earnings and outgo in terms of Section 134 (3) (m) read with Rule 8 (3) of theCompanies (Accounts) Rules 2014 are given in Annexure VI which is part of this Report.

29. Details of Subsidiary/Joint Ventures/Associate Companies

As the company is not having any subsidiary/joint venture/AssociateCompanies the details in terms of Section 134 (3) (q) read with Rule 8 (5) (iv) of theCompanies (Accounts) Rules 2014 are nil.

30. SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web basedcomplaints redress system. The salient features of this system are centralized database ofall complaints online upload of Action Taken Reports (ATRs) by the concerned companiesand online viewing by investors of actions taken on the complaint and its current status.Your Company has been registered on SCORES and makes every effort to resolve all investorcomplaints received through SCORES or otherwise within the statutory time limit from thereceipt of the complaint. The Company has not received any complaint on the SCORES duringfinancial year 2020-21.

31. Deposits

As the company has not accepted any deposits covered under Chapter V ofthe Act the details in terms of Section 134 (3) (q) of the Companies Act 2013 read withRule 8 (5) (v) and (vi) of the Companies (Account) Rules 2014 are nil.

32. Details of significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company's operations infuture

No significant or material orders are passed during the financial yearby the regulators or courts or tribunals which might impact the going concern status andcompany's operation in future.

33. Details in respect of adequacy of internal financial controls withreference to the Financial Statements

Your Company has put in place adequate internal financial controls withreference to the financial statements some of which are outlined below:

Your Company has adopted accounting policies which are in line with theAccounting Standards prescribed in the Companies (Accounting Standards) Rules 2006 thatcontinue to apply under Section 133 and other applicable provisions if any of theCompanies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevantprovisions of the Companies Act 1956 to the extent applicable.

A system of strict internal control including suitable monitoringprocedures has always believed that transparency systems and controls are importantfactors in the success and growth of any organization.

The Company has an adequate system of internal control supported by anextensive programme of internal control; and systems are established to ensure thatfinancial and other records are reliable for preparing financial statements.

Internal Audit Reports and significant Audit observations are broughtto the attention of the Audit Committee of the company. The internal controls existing inthe Company are considered to be adequate vis-a-vis the business requirements.

Your Company ensures adequacy with its current size and business toensure operational efficiency protection and conservation of resources accuracy andpromptness in financial reporting and compliance of laws and regulations. It is supportedby the internal audit process and will be enlarged to be adequate with the growth in thebusiness activity.

34. Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act2013 read with Rule 13 of Companies (Accounts) Rules 2014 the company has appointed CASachin Moonat Chartered Accountant Ratlam as internal auditor of the company. Thepurpose of internal audit is to examine that the company is carrying out its operationseffectively and performing the processes procedures and functions as per the prescribednorms. The internal auditors review the adequacy and efficiency of the key internalcontrols guided by the Audit Committee.

35. Explanation or comments on Auditor's Report

Auditor's report being self explanatory no comments are required to begiven in terms of Section 134 (3) (f) (i).

36. Secretarial Audit

Pursuant the provision of the Section 204 of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personal)Rules 2014 the board appointed CS Shweta Garg Practicing Company Secretary Indore toconduct Secretarial Audit of the Company for the financial year 2020 - 2021. TheSecretarial Audit report in Form MR 3 is attached as Annexure VII and forms part of thisreport. The Secretarial Audit Report is self explanatory and no comments are required tobe given on the same.

37. Cost Audit

The Board had appointed M/s M P Turakhia & Associates CostAccountants (Firm Registration No. : 19811) as Cost Auditor for conducting audit of costrecords of the Company for the Financial Year 202021.

The observation of the Cost auditors when read together with therelevant notes to the accounts and accounting policies are self explanatory and does notcall for any further comment.

38. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year 2020-21 asstipulated under Regulation 34(2)(e) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is attached as Annexure VIIIforming part of this Annual Report and gives detail of overall industry structuredevelopments performance and state of affairs of the Company's operations during theyear.

39. Risk Management Policy

The risk management framework of the company defines roles andresponsibilities for arriving at risk rating criteria for assessing risk impactlikelihood of risks and effectiveness of mitigation plans. The process includesidentification of risks involved in various areas zeroing on 'risk that matter'assessing mitigation plan and preparedness to face 'risk that matter.' The Company hasdeveloped and implemented a risk management policy which identifies major risks which maythreaten the existence of the Company. The same has also been adopted by your Board and isalso subject to its review from time to time. Risk mitigation process and measures havebeen also formulated and clearly spelled out in the said policy.

40. Disclosure in respect of loan to employees for purchase of ownshares

The company has not given any loan to any of the employees forpurchasing its shares hence the information pursuant of Section 67 of the Act read withRule 16 of Companies (Share Capital & Debentures) Regulations 2014 are nil.

41. Disclosure under Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013

As per the requirement of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 ('Act') and rules made there underyour Company has adopted a Sexual Harassment Policy for women to ensure healthy workingenvironment without fear of prejudice gender bias and sexual harassment.

The Board states that there were no cases or complaints filed pursuantto the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

42. Reporting of fraud by statutory auditors

There was no fraud in the Company which was required to be reported bystatutory auditors of the Company under sub- section (12) of section 143 of Companies Act2013 during the financial year.

43. Issue of Equity shares with differential voting rights

The Company has not issued equity shares with differential rights as todividend voting or otherwise;

44. Issue of Sweat Equity ESOP etc.

The company has not issued Sweat Equity Shares or Shares to itsemployees under "Employee Stock Option Scheme" during the financial year.

45. Details of application under IBC

No application has been made under the Insolvency and Bankruptcy Code;hence the requirement to disclose the details of application made or any proceedingpending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the yearalongwith their status as at the end of the financial year is not applicable;

46. Difference in valuation

The requirement to disclose the details of difference between amount ofthe valuation done at the time of onetime settlement and the valuation done while takingloan from the Banks or Financial Institutions along with the reasons thereof is notapplicable.

47. Changes in Share Capital

During the Financial Year 2020 - 21 there was no change in the sharecapital of the company.

48. Auditors

The Auditors M/s Anil Kamal Garg & Company Chartered AccountantsIndore were appointed as statutory auditors for a period of 5 years from the conclusionof 21st Annual General Meeting till the conclusion of 26th AnnualGeneral Meeting. The auditors have given a declaration to the company to the effect thatthe auditor/firm is not disqualified to continue as auditor in terms of the provisions ofSection 141 of the Companies Act 2013 read with Rule 4 and Rule 10 of the Companies(Audit & Auditors) Rules 2013.

49.Insurance

All the properties and operations of the Company to its best judgmenthave been adequately insured.

50. Investor Services

The shares of the Company are listed on National Stock Exchange ofIndia Limited (NSE). The company has paid listing fees to NSE on time. Bigshare ServicesPrivate Limited Mumbai are the Registrar & Transfer Agents in respect of these equityshares.

51. Acknowledgements

Your Directors convey a sense of high appreciations to all theemployees of the company for their hard work dedication continued commitment andsignificant contributions. Your Directors are grateful to acknowledge the support andcooperation's received from various departments of the Central and State GovernmentsMembers Business Associates Analysts Banks Financial Institutions CustomersDistributors and Suppliers.

Cautionary Statement

Statements in the Director's Report and the Management Discussion andAnalysis describing the Company's objectives expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include: global and domestic demand and supplyconditions availability of critical materials and their cost changes in governmentpolicies and tax laws economic development of the country and other factors which arematerial to the business operations of the Company.

For & on behalf of the Board of Directors
Sd/- Sd/-
Place : Ratlam Anil Kumar Mehta Praveen Kataria
Date : 06.09.2021 Chairman (DIN: 07657024) MD (DIN: 00088633)
90/3 Sajjan Mill Road Sajjan Mill 63 Ghas Bazar Ratlam 457001
Ratlam 457001 MP IN MP IN

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