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Damodar Industries Ltd.

BSE: 521220 Sector: Industrials
NSE: DAMODARIND ISIN Code: INE497D01022
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OPEN 21.35
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VOLUME 6740
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OPEN 21.35
CLOSE 25.05
VOLUME 6740
52-Week high 48.00
52-Week low 21.30
P/E
Mkt Cap.(Rs cr) 63
Buy Price 27.00
Buy Qty 1.00
Sell Price 28.95
Sell Qty 100.00

Damodar Industries Ltd. (DAMODARIND) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting the 31st AnnualReport on the performance of your Company together with its Audited Financial Statementsfor the Financial Year 2018-19:

FINANCIAL RESULTS

( र In Lakhs)
Particulars 2018-19 2017-18
Revenue 77137.83 64965.32
Other income 234.11 219.93
Total Income 77371.94 65185.25
Expenses
Operating expenditure 73506.50 61472.06
Depreciation 1240.62 846.82
Total expenses 74747.12 62318.88
Profit before finance cost and tax 2624.82 2866.37
Finance costs 1392.48 1096.23
Profit before Tax 1232.34 1770.13
Less: Provision for Taxation
Current Tax 265.55 445.00
Deferred Tax 395.79 153.96
MAT credit entitlement (265.55) -
Profit after Tax 836.55 1171.17
Add/(Less): Other Comprehensive Income (net of taxes) 25.51 (33.86)
Total Comprehensive Income/(Expenses) for the year 862.06 1137.31
Opening balance of retained earnings 5848.68 5336.74
Profit for the year 862.06 1137.31
Less: Transfer to Reserves 200.00 200.00
Less: Dividend paid on Equity Shares 333.77 311.52
Less: Dividend Distribution Tax 68.60 63.41
Earlier Year Adjustment 0.00 50.43
Balance carried forward 6108.37 5848.69
Earnings per share (EPS) -Basic/Diluted (in र) 3.76 5.26

DIVIDEND

Based on the Company's performance The Board of Directors arepleased to recommend a dividend of र 0.75/- per equity share of the face value of र 5/-each (@ 15%)for the financial year ended March 31 2019 (Previous year-र 3/- per equityshare of the face value of र10/-. An amount of र 34.31/- Lakhs would be paid as dividenddistribution tax on the dividend. The dividend payout is subject to approval of members atthe ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Registerof Members as on close of business hours on July 12019; in respect of shares held indematerialized form it will be paid to members whose names are furnished by NationalSecurities Depository

Limited and Central Depository Services (India) limited as beneficialowners as on that date.

INDUSTRY SCENARIO

The Indian Textile Industry performed reasonably well during the fiscalyear 2018-19 and is expected to continue the trend favourably in the FY 2019-20 also. Themarket witnessed all the nuances arising due to GST stabilization and costing issues inthe first half of FY 18-19 and post that the procedures and compliances were fullyunderstood and embedded into the business. The second half of the FY 18-19 was dominatedby volatile forex market which did not allow exporter and importer to set in comfortably& thereby disturbing their business.

The Industry could not perform as expected in FY19 as there was a dropin the export of cotton yarn to china due to significant changes in Chinese Procurementpolicies. The Euro Zone remained slow and as such demand and prices of cotton yarn stayedvery low. There was adequate pressure on conversion margins as operating cost continued tosoar.

In 2019 exporters were looking at becoming more competitive and hencewere keen on booking more orders. This was primarily due to the government making a majorcontribution in the Indian economy by reducing the GST for fabric yarns from 18 per centto 5 -12 percent. The forthcoming year 2019-20 seems to be excellent due to good demandin domestics as well as in export segment. The rise in income level of the consumers isexpected to drive the demand in textile industry.

The Company continued its emphasis on its core strength of makingspecialty yarn made up of superior cotton offering products to the specific needs of thereputed customers coupled with product innovation.

EXPANSION & CAPITAL EXPENDITURE

The Company has come up with another spinning mill at AmravatiMaharashtra. It is complete dedicated Spinning unit for yarn product at a cost of र 196.00Crores on a plot admeasuring 80000 sq. mtrs. with 44016 spindle machines at AmravatiMaharshtra. The main reason to set-up additional spinning mill to strengthen the existingmanufacturing base maintain its market position increase its yarn production capacity toservice its customers to tap new customers and cater to the increasing demand of yarns.The plant's Installed capacity is 48500 kgs. per day and capacity per year is17702.50 Tons. This investment can completely transform the company's fundamentalsvirtually increasing production and revenues.

This year we incurred a capital expenditure of र175.03 Crores. Inprevious year we had incurred a capital expenditure of र 49.18 Crores.

PERFORMANCE REVIEW

For the financial year ended March 31 2019 Company's turnoverhas registeredagrowth of 18 र 77137.83 Lakhs against turnover of र 64965.32 Lakhs for FY2017-18. The Profit before Tax (PBT) for the current year isर 1232.34 Lakhs as against1770.13 Lakhs in previous year. The Profit after Tax for the current year isर836.55 Lakhsas against र1171.17 Lakhs in the previous year.

For the year Company's Export Turnover amounted to र48656.97 Lakhsas compared to र40999.17 Lakhs in the previous year representing an increase of 18.68%(5.13% in Previous Year).In terms of percentage the export turnover constituted 63.08% ofthe net sales as against

63.10% in the previous year.

TRANSFER TO RESERVES

The Company proposes to transfer र 200.00 Lakhs to the General Reserveout of the amount available for appropriations and an amount of र 6108.36 Lakhs isproposed to be retained in the Profit and Loss Account.

RESERVE AND SURPLUS

Reserves and Surplus stood at to र9899.30 Lakhs as at March 31 2019compared to र 9439.61 Lakhs as at March 31 2018. The increase was due to retainedearnings.

SHARE CAPITAL DURING THE YEAR 2018-19

Your Company sub-divided each equity share of the Company of face valueof र10/- fully paid-up into 2 (Two) Equity Shares of face value of र 5/- each fullypaid-up as on the record date fixed on October 26 2018 pursuant to the resolution passedthrough Postal Ballot by

Members held from 07.09.2018 to 06.10.2018.

As on March 312019 the paid-up equity share capital of your Companystood at र 11.12 Crores consisting of 22251624 equity shares of र5/- each.

BOARD MEETINGS

The Board of Directors duly met 6 timesduringthefinancialyear fromApril 1 2018 to March 31 2019. The dates on which the meetings were held are as follows:

May 26 2018 July 28 2018 October 11 2018 November 13 2018February 11 2019 and February 222019.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive andindependent directors. On March 31 2019 the Board consists of seven members three ofwhom are executive directors or whole Time Director and four are independent directors.

The policy of the Company on directors' appointment andremuneration including criteria for determining qualification positive attributesindependence of director and other matters as required under sub- section (3) of Section178 of the Companies Act2013 is available on our website www.damodargroup.com. There hasbeen no change in the policy since the last fiscal year. We affirm that remuneration paidto directors is as per the terms laid out in the nomination and remuneration policy of thecompany.

As per SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the listed Companies are required to formulate certain policies. As agood corporate entity the Company has already formulated several corporate governancepolicies and the same are available on the Company's website i.e.www.damodargroup.com. The said policies are reviewed periodically by the Board to makethem in compliance with the new Regulations/ requirements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors Retiring by Rotation

Pursuant to Section 152 and other applicable provisions of the Act andthe Articles of Association of your Company one-third of the

Directors (other than Independent Directors) as are liable to retire byrotation shall retire every year and if eligible offer themselves for re-appointment atevery AGM. Consequently Mr. Arunkumar Biyani retires by rotation and being eligibleoffers himself for re-appointment in accordance with provisions of the Act.

Appointments

As required by the SEBI (Listing Obligations & DisclosureRequirements) (Amendment) Regulations 2018 notified on May 9 2018 Special

Resolution is proposed for your approval at the 31ST AnnualGeneral Meeting for the continuing of the existing directorships of Mr. Raghavan SrinivasNon-Executive Independent Directors who will attain the age of 75 years during the year2019-20.

Mr. Girdharlal S. Daga was appointed as an Independent Directoreffective from April 1 2019 and the same was approved by shareholders (vide postal ballotconcluded on March 292019).

Resignation

Mr. Ashok Kumar Damani an Independent Director resigned as member ofthe Board effective March 312019 to expire of current term of as an Independent directorof the Company.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and Regulation 16(1) of the ListingRegulations Mr. Girdhalal S. Daga Mr. Ashok Kumar Damani

Mr. Raghavan Srinivas Mrs. Farida Bomi Jambusarwalla are theIndependent Directors of the Company as on March 31 2019. The

Independent Directors have submitted a declaration that each ofthem(except Mr. Ashok Kumar Damani an Independent Director resigned as member of theBoard effective March 312019 to expire of current term of as an Independent director ofthe Company) meet the criteria for independence as laid down under Section 149(6) of theAct read with Rules framed thereunder and Regulation 16 of the Listing Regulations andthat they are not aware of any circumstance or situation which exists or is anticipatedthat could impair or impact their ability to discharge their duties with an objectiveindependent judgment and without any external influence as required under Regulation 25 ofListing Regulations.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Act the KMP's ofyour Company for Financial Year 2018-19 were Mr. Ajay Biyani Managing

Director Mr. R. Kumar Chief Financial Officer and Mr. Subodh KumarSoni Company Secretary.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of theAct. The performance of the Board was evaluated by the Board after seeking inputs frombasis of the criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc. The performance of the committees wasevaluated by the board after seeking inputs from the committee members on the basis of thecriteria such as the composition of committees effectiveness of committee meetings.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy inaccordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations2015 and the Insider Trading Policy of the Company covering code of practices andprocedures for fair disclosure of unpublished price sensitive information and code ofconduct for prevention of insider trading is available on our websitewww.damodargroup.com. All Directors and Senior Management Personnel have affirmedcompliance with the Code. A declaration to this effect signed by the Managing and ChiefFinancial Officer of the Company appears elsewhere in this Annual Report.

CHANGE IN NATURE OF BUSINESS IF ANY

During the year there was no change in the nature of business of theCompany.

CREDIT RATING

We are pleased to inform that the CRISIL Ltd. in their Credit RatingReport of June 27 2018 has re-affirmed the credit rating “BBB+/ Stable” forlong term debt instruments/ facilities “A2” for the short term debtinstruments/ facilities. The rating “BBB+” indicates stable and rating“A2” indicates strong degree of safety regarding timely payment of the financialobligations. Further the CRISIL in their Credit Report of July 9 2018 has re-affirmed thecredit rating “FA-/Stable” for Fixed Deposits.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 the Directorswould like to state:

(a) that in the preparation of the annual financial statements for theyear ended March 31 2019 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

(b) that such accounting policies as mentioned in the Notes to theFinancial Statements have been selected and applied consistently and judgment andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and of the profit of theCompany for the year ended on that date;

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

(d) that the annual financial statements have been prepared on a goingconcern basis;

(e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively. (f) that systems toensure compliance with the provisions of all applicable laws were in place and wereadequate and operating effectively.

DETAIL OF FRAUD AS PER AUDITORS REPORT

During the year under review neither the statutory auditors nor thesecretarial auditors has reported to the audit committee under section 143 (2) of theCompanies Act2013 any instance of fraud committed against the Company by its officers oremployee the details of which would need to be mentioned in the Board Report.

COMMITTEE OF THE BOARD

The composition and terms of reference of the Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee and CSRCommittee have been furnished in the Corporate Governance Report forming part of thisAnnual Report. There has been no instance where the Board has not accepted therecommendations of the Audit Committee and Nomination and Remuneration Committee. The RiskManagement Committee which was voluntarily constituted by the Board was dissolved duringthe year. The Audit Committee inter-alia evaluates the risk management systems.

STATUTORY AUDITORS AND AUDITOR'S REPORT

M/s. Jitendra Mishra & Company Chartered Accountants (FRN No.125334W) have been appointed as the Statutory Auditors of the Company for an initial termof five years from the conclusion of the 27th Annual General Meeting till theconclusion of the 32nd Annual General Meeting of the Company.

The Report of the Statutory Auditors along with the Notes to Schedulesforms part of the Annual Report and contains an Unmodified Opinion without anyqualification reservation disclaimer or adverse remark.

The Statutory Auditors of the Company have not reported any fraud asspecified in Section 143(12) of the

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013the Company had appointed M/s. Pramod Jain and Co. Company Secretaries in Practice toundertake the secretarial audit of the Company for the year 2018-19. The Secretarial AuditReport is annexed as Annexure I.

The Secretarial Audit Report does not contain any qualificationreservation

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERALMEETINGS

During Financial Year 2018-19 the Company has complied with therelevant provisions of Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.

COST AUDIT

The Board on the recommendation of the Audit Committee had appointedM/s. Dilip M. Bathija Cost Accountants (FRN No.100106) as cost auditor to conduct theaudit of Company's cost records for the financial year ended March 31 st2019. The Cost Auditors will submit their report for the FY 19 on or before the due date.

The Cost Audit Report for the year ended March 31 2018 was filedwith the Central Government within the prescribed time.

In accordance with the provisions of section 148 of the Act read withthe Companies (Audit and Auditors) Rules 2014 since the remuneration payable to the CostAuditors for FY 20 is required to be ratified by approval by shareholders at the ensuingAGM.

INTERNAL AUDITOR

As per requirements of Section 138(1) of the Companies Act 2013 readwith rule 13 of the Companies (Accounts) Rules 2014 the Board of

Directors of the Company had appointed M/s. Pokharna Somani &Associates Chartered Accountants as Internal Auditor of the Company to conduct InternalAudit of business processes financial reporting controls compliance with applicablelaws regulations etc. for the year 2018-19.

FIXED DEPOSITS:

Details relating to Fixed Deposits covered under Chapter V of theCompanies Act2013 as under:

a. Accepted during the year : र 161120000/-
b. Remained unpaid or unclaimed as at the end of the year : 0.00
c. Whether there has been any default in repayment of deposits
or payment of interest thereon during the year : Nil

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act2013 relevant amounts which remained unpaid or unclaimed for a period of seven years havebeen transferred by the Company from to time to time on due dates to the InvestorEducation and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund(Uploading of information regarding unpaid and unclaimed amounts lying with companies)Rules 2012 the Company has uploaded the details of unpaid and unclaimed amounts lyingwith the Company as on July 28 2018 (date of last Annual General Meeting) on theCompany's website (www.damodargroup.com) as also on the Ministry of CorporateAffairs' website.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of our Report. Acertificate has been received from the Practicing Company Secretary regarding complianceof the conditions of Corporate Governance as stipulated under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Both appear elsewhere in theAnnual Report.

RISK MANAGEMENT

The Company has laid down Risk Management Policy. The Policy aims toidentify evaluate manage and monitor all types of risks associated with the business ofthe Company. The Board as well as Audit Committee regularly overseas the risk managementprocess in the Company as required under 134(3)(n) of the Companies Act 2013 and SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015. Your Company isoperating in Textile segment and has identifiedcertain risks which may affect theperformance of the Company. These are operational risks such as fluctuation in cottonprices fluctuation in foreign exchange rates Labour problems and regulatory risks suchas change in Government Policy with respect to Textile Industry etc. The Company'sRisk Management Policy aims to suggest the steps to be taken to control and mitigate therisk associated with the Company's Textile Business. We are of opinion that none ofidentified risk is such that which may threaten the existence of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34(2) (e) of the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements)

Regulations2015 the Management Discussion and Analysis Report ispresented in a separate section forming part of the Annual Report.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors andemployees to report genuine concerns. The vigil mechanism provides for adequate safeguardsagainst victimization of person who use vigil mechanism and also provide direct access toChairman of the Audit Committee and Managing Director of the Company in appropriate andexceptional cases.

In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy has been uploaded on the websiteof the Company at www. damodargroup.com

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

As required under the above mentioned Act we report that in the year2018-19 no case of sexual harassment of women was filed under the said Act.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT

There are no material changes and commitments affecting the financialposition of the Company which has occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report other thanthose disclosed in the financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no significant material orders werepassed by the Regulators or Courts or Tribunals impacting the going concern status andyour Company's operations. However Members attention is drawn to the Statement onContingent Liabilities and

Commitments in the Notes forming part of the Financial Statement.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS AND OUTGO

The information required under section 134(3) (m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules2014 is given in the Annexure-IIto this report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FormNo. MGT-9 as per Sections 92(3) and 134(3) of the Act read with the

Rules framed thereunder are given as Annexure-III which formspart of this Report. The Annual Return for Financial Year 2018-19 is also available on theCompany's website at www.damodargroup.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the CSR policy of the Company and the initiativesundertaken by the Company on CSR activities during the year under review are set out in Annexure-IV of this Report in the format prescribed under the Companies (Corporate SocialResponsibility Policy)Rules 2014. The CSR policy is also available on the website of yourCompany at http://damodargroup.com/investors/policies/

CSR_Policy_Final.pdf. For other details regarding the CSR Committeeplease refer to the Corporate Governance Report which is a part of the Annual Report.

The Company's spend on the CSR activities has been less than thelimits prescribed under the Companies Act 2013. This is because the company did not findany further suitable projects or programs during the year to spend for achieving theprescribed limit as per the Companies Act2013. However the CSR activities are scalablewhich coupled with new initiatives that may be considered in future moving forward theCompany will endeavor to spend on CSR activities in accordance with the prescribed limits.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of Employee required under section 197 readwith Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules2014 is attached as Annexure-V as form the part of Boards Report.

Having regard to the provisions of the first proviso to Section 136(1)of the Act and as advised the Annual Report excluding the aforesaid information is beingsent to the Members of the Company. The said information is available for inspection atthe registered office of the

Company during working hours and any Member interested in obtainingsuch information may write to the Company Secretary and the same will be furnished onrequest.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered during the financialyear were in the ordinary course of business and were on an arm's length basis. Thereare no materially significant related party transactions made by the Company withPromoters Personnel or other related parties which may have a potentialconflictwith theinterest of the Company at large. During the year the

Company has not entered into related party transactions which could beconsidered as material in accordance with the policy on Related

Party Transactions of the Company. Accordingly the disclosure ofrelated party transactions as required under section 134(3)(h) of the

Companies Act 2013 in Form AOC -2 is not applicable to your Company.All related party transactions for the year are placed before the Audit Committee as wellas before the Board for approval. The transactions entered into with related parties arereviewed on a quarterly basis by the Audit Committee. The policy on Related PartyTransactions as approved by the Audit Committee and Board is uploaded on theCompany's website at the linkhttp://damodargroup.com/investors/policies/related_party_transaction_policy. Members canrefer to Note No. 84 to the Financial Statements which sets out related party disclosures.

POLICY ON REMUNERATION OF DIRECTORS

Your Company has adopted a Remuneration Policy for the Directors KMPSenior Management and other employees pursuant to the provisions of the Act and theListing Regulations. The key principles governing your Company's Remuneration Policyand connected matter as provided in section 178(3) of the Act has been disclosed in theCorporate Governance Report which forms part of this Report. It is affirmed that theremuneration paid to Directors KMP and all other employees is as per the RemunerationPolicy of your Company. The

Remuneration Policy for Directors KMP and other Employees is uploadedon the website of your Company at http://damodargroup.com/investors/policies/remuneration_policy.pdf.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTOR(S):

In compliance with the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has put in place a familiarizationprogram for the Independent Directors to familiarize them with their role rights andResponsibilities as Directors the working of the Company nature of the industry in whichthe Company operates business model etc. The details of the familiarization program areexplained in the Corporate Governance Report and are also available on the Company'swebsite at www. damdoargroup.com.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS

According to Section 134(5)(e) of the Act the term Internal FinancialControl (‘IFC') means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The Company's internal control systems are commensurate with itssize and the nature of its operations. The Company has a strong and independent InternalAudit department. The Audit Committee also deliberates with the members of the managementconsiders the systems as laid down and meets the internal auditors and statutory auditorsto ascertain their views on the internal financial control systems. Further details areprovided in the Management Discussion and Analysis Report which forms a part of the AnnualReport.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

(A) Issue of share with differential rights

The Company has not issued any shares with differential rights andhence no disclosure is required as per provisions of Section 43(a) (ii) of the Act readwith Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014.

(B) Issue of Sweat Equity Shares

The Company has not issued any sweat equity shares during the yearunder review and hence no disclosure is required as per provisions of Section 54(1)(d) ofthe Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014.

(C) Issue of Equity Shares Under Employee Stock Option Scheme

The Company has not issued any equity shares under Employees StockOption Scheme during the year under review and hence no disclosure is required as perprovisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (ShareCapital and Debenture) Rules 2014.

ACKNOWLEDGMENTS

The Directors place on record their sincere appreciation for theassistance guidance and co-operation provided by the Government of

India and other regulatory authorities. The Directors thank thefinancial institutions and banks associated with the Company for their support as well.The employees of the Company play a pivotal role in enabling the Company to scale newheights year after year and their commitment and contribution is deeply acknowledged.Shareholders' involvements are greatly valued. The Directors look forward to yourcontinuing support.

For and on behalf of the Board
Place : Mumbai Sd/-
Date : May 252019 Arunkumar Biyani
Executive Chairman
(DIN:00016519)