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Deep Industries Ltd.

BSE: 532760 Sector: Others
NSE: DEEPIND ISIN Code: INE677H01012
BSE 00:00 | 20 Feb 92.00 -1.50
(-1.60%)
OPEN

93.50

HIGH

94.50

LOW

91.25

NSE 00:00 | 20 Feb 91.70 -1.50
(-1.61%)
OPEN

93.60

HIGH

95.00

LOW

90.00

OPEN 93.50
PREVIOUS CLOSE 93.50
VOLUME 1255
52-Week high 176.00
52-Week low 90.00
P/E 4.08
Mkt Cap.(Rs cr) 294
Buy Price 91.50
Buy Qty 38.00
Sell Price 97.00
Sell Qty 1.00
OPEN 93.50
CLOSE 93.50
VOLUME 1255
52-Week high 176.00
52-Week low 90.00
P/E 4.08
Mkt Cap.(Rs cr) 294
Buy Price 91.50
Buy Qty 38.00
Sell Price 97.00
Sell Qty 1.00

Deep Industries Ltd. (DEEPIND) - Director Report

Company director report

To

The Members

Deep Industries Limited

Ahmedabad

Your Directors have pleasure in presenting 29th Annual Report together withthe audited financial statement of your Company for the Financial Year ended 31stMarch 2019.

FINANCIAL RESULTS:

The financial statements of the Company have been prepared in accordance with theIndian Accounting Standards (Ind AS) notified under section 133 of the Companies Act2013 read with Rule 7 of the (Companies Accounts) Rules 2014.

The standalone and consolidated financial performance of the Company for the FinancialYear ended on 31st March 2019 are summarized below:

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from Operations 25911.82 30049.25 30873.71 31267.54
Other Income 244.48 668.71 247.26 698.32
Total Income 26156.30 30717.96 31120.97 31965.86
Less: Total Expenses 17001.01 18989.42 21123.18 20097.06
Profit Before Tax 9155.29 11728.54 9997.79 11868.80
Less: Tax Expenses 3190.97 4126.48 3191.59 4124.00
Profit/(Loss) for the Year 5964.32 7602.06 6806.20 7744.80
Other Comprehensive Income/ (Loss) for the year 46.83 4.82 46.83 4.82
Total Comprehensive Income/ (Loss) for the year 6011.15 7606.89 6855.05 7745.42
Earning per Equity Share (Basic and Diluted) 18.64 23.76 21.28 24.19

COMPANY PERFORMANCE (STANDALONE & CONSOLIDATED BASIS):

1. The Company's Standalone revenues from operations decreased to '25911.82 Lakhs in the year 2018-19 from ' 30049.25 Lakhs in 2017-18 whileconsolidated revenues from operations decreased to ' 30873.71 Lakhs in theyear 2018-19 from ' 31267.54 Lakhs for the year 2017-18.

2. Company's Standalone net profit decreased to ' 5964.32 Lakhs in theyear 2018-19 from ' 7602.06 Lakhs in the year 2017-18.

However your Directors are expecting to achieve better results in time to come and tocontinue the position of market leader in coming years.

Subsidiary Performance:

Deep Industries Limited has five subsidiaries as follows as Deep Natural ResourcesLimited Prabha Energy Private Limited

Deep Energy LLC Deep Onshore Drilling Services Private Limited and Deep InternationalDMCC.

1) Deep Natural Resources Limited has earned total revenue of ' 7961.00in the year 2018-19 as compared to revenue earned of ' 8365.00 in the year2017-18. And it has earned total profit of ' 996.00 in the year 2018-19 ascompared to total profit earned of ' 355.70 in the year 2017-18.

2) Prabha Energy Private Limited has earned total revenue of ' 2.61 Lakhsin the year 2018-19 as compared to revenue earned of ' 29.48 Lakhs in theyear 2017-18. And it has earned total profit of ' 0.18 Lakhs in the year2018-19 as compared to total profit earned of ' 8.72 Lakhs in the year2017-18.

3) Deep Onshore Drilling Services Private Limited has earned total revenue of '6366.00 in the year 2018-19 as compared to revenue earned of ' 4732.00 inthe year 2017-18. And it has earned total profit of ' 4178.00 in the year2018-19 as compared to total profit earned of ' 2547.00 in the year 2017-18.

4) Deep Energy LLC has incurred Nil in the year 2018-19 as compared to loss of '0.008 Lakhs incurred in the year 201718.

5) Deep Internationa! DMCC has Profit of ' 1718.33 Lakhs in the year2018-19 as compared to profit of ' 136.45 Lakhs in the year 2017-18.

DIVIDEND:

Your Directors have recommended final dividend of ' 1.5/- (15%) perEquity Share each of ' 10/- for financial year ended on 31stMarch 2019 the Proposal is subject to the approval of shareholders at the ensuing AnnualGeneral Meeting will be paid to (i) those Equity Shareholders whose name appear in theRegister of Members of the Company after giving effect to all valid share transfers inphysical form lodged with the Company on or before 16th September 2019 (RecordDate) and (ii) to those members whose particulars as beneficial owners are furnished forthis purpose by the Depositories viz. National Securities Depository Limited and CentralDepository Services (India) Limited.

TRANSFER TO RESERVES:

The Board has not transferred the amount to General Reserves and an amount of '32476.11 Lakhs is retained as surplus in the Statement of profit and Loss of Standalonefinancials.

FIXED DEPOSITS:

During the year under review your Company has not accepted any fixed deposits withinthe meaning of Chapter V of the Companies Act 2013.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31 2019 was ' 32.00 Crore.During the period under review the Company has not granted any stock options nor sweatequity. The Company has also not purchased of its own shares by employees or by trusteesfor the benefit of employees.

Your Company's equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As of March312019 99.99% of the equity shares of your Company were held in demat form.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review the Company has not given any loan and provided anyguarantee. The Company has made investment under the provisions of Section 186 ofCompanies Act 2013. The said details are given in the notes to the Financial Statements.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 asrequired under Section 92 of the Companies Act 2013 is annexed to this Report as Annexure-A and forms integral part of this report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANY:

Your Company has total 5 subsidiaries as on 31st March 2019 as under

1) Prabha Energy Pvt. Ltd.

2) Deep Natural Resources Ltd.

3) Deep Energy LLC

4) Deep Onshore Drilling Services Pvt. Ltd.

5) Deep International DMCC

The annual financial statements and related detailed information of the subsidiarycompanies shall be made available to the shareholders of the holding and seeking suchinformation on all working days during business hours. The financial statements of thesubsidiary companies shall be kept for inspection by any shareholder/s during workinghours at the Company's registered office and that of the respective subsidiary companiesconcerned. As provided under Section 129(3) of the Companies Act 2013 and rules madethere under a statement containing the salient features of the financial statement of itssubsidiaries in AOC-1 format under the rules is attached to the financial statements.

SCHEME OF ARRANGEMENT:

The Board of Directors of the Company at its meeting held on 26 May 2018 hadconsidered and approved the Scheme of Arrangement in the nature of Demerger between DeepIndustries Limited (Demerged Company) and Deep CH4 Limited (Resulting Company) and theirrespective shareholders and creditors in accordance with the provisions of section 230 to232 and other applicable provisions of the Companies Act 2013.

The Scheme of Arrangement provides for transfer and vesting of Oil and Gas ServicesUndertaking from the Demerged Company into the Resulting Company. The Oil and GasExploration and Production business shall continue to be carried on by the DemergedCompany.

The Scheme has received the requisite approval from Bombay Stock Exchange Limited(‘BSE') National Stock Exchange Limited (‘NSE') Securities and Exchange Boardof India (SEBI) equity shareholders and unsecured creditors as directed by the AhmedabadBench of the National Company Law Tribunal. However approval of the secured creditors ofDeep Industries Limited is pending. Post the same the Scheme shall be subject to theapproval of the Ahmedabad Bench of the National Company Law Tribunal and such otherstatutory and regulatory approvals as may be required.

Pursuant to the Scheme becoming effective the Resulting Company shall issue 1 equityshare of the Resulting Company for every 1 share of the Demerged Company held byshareholders of the Demerged Company as on the Record Date. On such issuance of shares bythe Resulting Company the shareholders of the Demerged Company shall become shareholdersin the Resulting Company in the same ratio (inter-se) as they hold shares in the DemergedCompany.

DIRECTORS:

Appointment/Resignation:

During the year under review there were resignations of Mr. Premsingh MangatsinghSawhney Mr. Dharen Shantilal Savla Mr. Sanjay Harkishandas Parekh from the post ofDirectorship. Mr. Hemendrakumar Shah and Dr. Kirit Shelat were appointed as an IndependentDirectors.

Directors Retire by Rotation:

In accordance with the provisions of section 152[6] of the Act and in terms of theArticles of Association of the Company Mr. Paras Shantilal Savla (DIN:00145639) ManagingDirector will retire by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment. The Board recommends his re-appointment.

Independent Directors:

The terms and conditions of appointment of Independent Directors are in accordance withthe applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and also as per the provisions of the Companies Act 2013("Act") read with Schedule IV to the Act.

Mrs. Renuka Upadhyay was appointed as an independent director at the Twenty-fifthAnnual General Meeting (AGM) held on September 30 2015 for a period of five years. Basedon the recommendation of the Nomination and Remuneration Committee Board has recommendedher re-appointment for a second term of five years at the ensuing AGM for the approval ofthe Members by way of special resolution.

Your Company has received annual declarations from all the Independent Directors of theCompany under sub - section (7) of section 149 confirming that they meet with the criteriaof Independence as provided in Section 149(6) of the Companies Act 2013 and Regulation16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and there has been no change in the circumstances which may affect their status asIndependent Director during the year.

In compliance with the requirements of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Programmefor the Independent Directors to familiarize them with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model etc. The details of the Familiarization Program are available on thewebsite of the Company at www.deepindustries.com.

KEY MANAGERIAL PERSONNEL

There is one change in Key Managerial Personnel during the year under review.

Mr. Dharen Savla Whole Time Director of the company has resigned from the directorshipw.e.f. 26.06.2018.

Further the terms of Mr. Paras Savla and Mr. Rupesh Savla as Managing Directors isgoing to be completed in February 2020. On recommendation of Nomination & RemunerationCommittee The Board of Directors at their meeting held on 12th August 2019 had subjectto the approval of members re-appointed Mr. Paras Savla and Mr. Rupesh Savla as ManagingDirector for further period of 5 years w.e.f. 1st March 2020.

Policy on Appointment & Remuneration of Directors Key Managerial Personnel andother Employees

The Board has on its recommendation of Nomination and Remuneration Committee framed aPolicy relating to appointment & remuneration of Directors Key Managerial Personnel& other employees in relation in accordance with SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 and Section 178(3) of the Companies Act 2013is given in the Corporate Governance Report forming part of the Annual Report.

Criteria for Performance Evaluation

During the year under review the board considered and refined the criteria as well asthe process for performance evaluation of itself that of its Committees and individualDirectors as follows:

Evaluation Criteria For evaluation
Board • Degree of fulfillment of key responsibilities including focus on strategic and policy issues.
• Effectiveness of Board process and information sharing.
• Board culture and dynamics.
• Quality of decisions.
• Establishment and delineation of responsibilities to Committees.
• Quality of relationship between Board and the Management.
Committee • Degree of fulfillment of key responsibilities.
• Frequency and effectiveness of meetings.
• Committee dynamics especially openness of discussions including with the Board.
• Adequacy of Committee composition.
• Quality of relationship of the committee with the Board and the Management.
Individual Directors • Participation in Board in terms of adequacy (time & content).
• Contribution through expertise and perspective.
• Guidance / support to Management outside Board / Committee meetings.

Manner of evaluation of board its committees and individual directors

The evaluation of Board its Committees and Individual Directors was carried out as perthe process and criteria laid down by the Board of Directors based on the recommendationof the Nomination and Remuneration Committee.

The obtaining and consolidation of feedback from all Directors for the evaluation ofthe Board and its Committees Individual Directors (i.e. Independent and Non IndependentDirectors) were co-ordinate by the Chairman of the Board and the feedback received wasdiscussed in the meeting in case of evaluation of the Board and Committee and wasdiscussed with Individual Directors in case of their evaluation.

The evaluation of Chairperson was co-ordinated by the Chairman of the IndependentDirectors meeting.

DETAILS OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

The details of the number of meeting of Board of Directors and its Committees heldduring the financial year indicating the number of meetings attended by each directors aregiven in the Corporate Governance Report which forms a part of this report.

COMPOSITION OF AUDIT COMMITTEE:

The board has constituted audit committee which comprises of:

Mr. Kirit Joshi (Chairman Non Executive Independent Director)
Mr. Hemendrakumar Shah (Member Non Executive Independent Director)
Mr. Paras Savla (Member Chairman & Managing Director)

More details are given under Corporate Governance Report. During the year under reviewall recommendations of Audit Committee were accepted by Board.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of section 134[3][c] of the Companies Act 2013 in relation to the financialstatements of the Company for the year ended 31st March 2019 the board ofDirectors state that :

(a) in preparation of the annual financial statements the applicable accountingstandards have been followed along with proper explanations relating to materialdepartures if any

(b) such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as on March 312019 and of the profit of the Companyfor the year ended on that date

(c) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for prevention and detection of fraud and other irregularities

(d) the annual financial statements have been prepared on going concern basis

(e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively and

(f) the systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEM AND THIER ADEQUACY:

The details in respect of internal financial control and their adequacy are included inthe Management and Discussion & Analysis which forms part of this report.

RISK MANAGEMENT:

The Company manages and monitors on the principal risks and uncertainties that canimpact its ability to achieve its objectives. Pursuant to section 134 (3) (n) of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has framed Risk Management Policy. At present the companyhas not identified any element of risk which may threaten the existence of the company.

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks. The Company has formally framed aRisk Management Policy to identify and assess the key risk areas monitor and reportcompliance and effectiveness of the policy and procedure.

Discussion on risks and concerns are covered in the Management Discussion and AnalysisReport which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY(CSR):

In accordance with Section 135 of Companies Act 2013 the Company has constituted aCorporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The briefdetails of CSR Committees are provided in the Corporate Governance Report. The AnnualReport on CSR activities is provided in Annexure-B.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT2013:

The Company is committed to creating a healthy & conductive working environmentthat enables women employees to work without fear of prejudice gender and sexualharassment and/or any such orientation in implicit or explicit form. The Company considerssexual harassment as a gross misconduct. Pursuant to the provisions of "The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andrules framed there under the Company has adopted a "Policy on Protection of Womenagainst Sexual Harassment at Work Place". Through this Policy the Company seeks toprovide protection to its women employees against sexual harassment at work place andthereby provide mechanism for redressal of complaints relating to matters connectedtherewith or incidental thereto.

The following is a summary of sexual harassment complaints received and disposed offduring the year.

• No. of complaints received. - NIL

• No. of complaints disposed off - Not Applicable

INDUSTRIAL RELATIONS:

The Company is committed to nurturing enhancing and retaining top talent throughsuperior Learning and Organizational Management.

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Separate reports on Corporate Governance compliance along with the required Certificatefrom Practicing Company Secretary of the Company regarding compliance of the conditions ofCorporate Governance and Management Discussion and Analysis as stipulated by SEBI (ListingObligation & Disclosures Requirement) Regulations 2015 forms part of this AnnualReport.

PROHIBITION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prohibition of Insider Trading with aview to regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Company has formulated the Codeof Practices and Procedures for Fair Disclosure in terms of the requirements of SEBI(Prohibition of Insider Trading) Regulations 2015. The Board is responsible forimplementation of the Code. The Policy is available on our website.www.deepindustries.com.

RELATED PARTY TRANSACTION POLICY:

The Company has adopted a policy for Related Party Transaction with a view to regulateall transactions between the Company and its Related Parties based on the laws andregulations applicable to the Company during ordinary course of business. The Company hasformulated policy in the terms of requirement of Regulation 23 of SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015. The Policy is available on our websitewww.deepindustries.com

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/INFORMATION:

The Company has adopted Policy for determining materiality of Events/Disclosures thatmandates Company to disclose any of the events or information which in the opinion of theBoard of Directors of the Company is material. The Company has formulated policy in theterms of requirement of Regulation 30 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015. Regulation 30 (4)(ii) of the Listing Regulations requiresthe listed entity to frame a policy for determination of materiality of events orinformation for disclosure based on the criteria specified therein. The Policy isavailable on our website www.deepindustries.com.

RELATED PARTY TRANSACTIONS:

All contracts/arrangement/transactions entered into by the Company during the FinancialYear with related parties were on an arm's length basis and were in the ordinary course ofbusiness and were placed before the audit committee for their approval whereverapplicable. Your Company had not entered into any transactions with related parties whichcould be considered material in terms of Section 188 of the Companies Act 2013.Accordingly the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC- 2 is as attached in Annexure- C.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATEAND THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial positionof the Company since the close of financial year i.e. since 31st March 2019Further it is confirmed that there has been no change in the nature of business of theCompany.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.

AUDITORS:

Statutory Auditors and their Report:

M/s Dhirubhai Shah & Co LLP Chartered Accountants Ahmedabad [Firm RegistrationNo. 102511W/W100298] were appointed as Statutory Auditors of your Company at the 26thAnnual General Meeting held on September 22 2016 for a term of five consecutive yearsfrom conclusion of 26th Annual General Meeting till the conclusion of ThirtyFirst Annual General Meeting to be held in the year 2021.

Further the Ministry of Corporate Affairs (MCA) vide notification dated 7th May 2018has done away with the requirement of ratification of appointment of Statutory Auditors atevery Annual General Meeting as per the first proviso of Section 139 of the CompaniesAct 2013 and the Companies (Audit and Auditors) Amendment Rules 2018. Accordingly theCompany is not required to pass any resolution pertaining to ratification of theappointment of Statutory Auditors in the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. Theobservations and comments appearing in the Auditors' Report are self-explanatory and donot call for any further explanation / clarification by the Board of Directors as providedunder section 134 of the Act.

Secretarial Auditors & Secretarial Audit Report:

Pursuant to provisions of section 204 of the Act and the Companies [Appointment andRemuneration of Managerial Personnel] Rules 2014 the Board has appointed M/s ShilpiThapar & Associates a firm of Company Secretaries in Whole-Time Practice to undertakethe Secretarial Audit of the Company for the financial year 2018-19.

The Secretarial Audit Report for the Financial Year 2018-19 carried out by M/s ShilpiThapar and Associates (CP No.:6779 FCS: 5492) in the form "MR-3" is annexedherewith as Annexure - D.

Explanation with respect to the observations contained in Secretarial Audit Report:

Observation 1: With respect to delay submission of voting results of court convenedMeeting of Shareholders dated 30.10.2018 to the stock exchanges the Board of Directorswould like to state that the Scrutinizer itself has not provided Scrutinizer report ofvoting results within 48 hrs of the conclusion of the meeting and thus it was beyond thecontrol of the Company.

Apart from the above The Secretarial Audit Report does not contain any qualificationreservations or adverse remarks in respect of non-compliance by the Company which call forexplanation.

Internal Auditors:

The board has Re-appointed M/s R.R Khandol & Co. Chartered Accountant (FRN:0112488) as an Internal Auditors of the Company for F.Y 2019-20.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under section 143(12) of the Companies Act 2013.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and hasestablished a vigil mechanism for its Directors Employees and Stakeholders associatedwith the Company to report their genuine concerns. The Vigil Mechanism as envisaged in theCompanies Act 2013 and the Rules prescribed thereunder and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is implemented through the Whistle BlowerPolicy to provide for adequate safeguards against victimization of persons who use suchmechanism and make provision for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy has been appropriately communicated within the Company andhas also been posted on the Website of the Companyhttp://www.deepindustries.com/Pages/Policies.aspx.

LISTING OF SHARES:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE)with scrip code No. 532760 and on National Stock Exchange of India Limited (NSE) withscrip code of DEEPIND. The Company confirms that the annual listing fees to both the stockexchanges for the financial year 2019-20 have been paid.

INSURANCE:

All movable properties as owned by the Company continued to be adequately insuredagainst risks.

PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided in the separate annexure forming part of this Report as Annexure- E.

There was no employee drawing salary as prescribed under Section 197 of the CompaniesAct 2013 read with rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

HUMAN RESOURCES:

The well disciplined workforce which has served the Company lies at the very foundationof the Company's major achievements and shall well continue for the years to come. Thesuccess of the Company and good track record are largely attributable to the remarkablecommitment dedication and hard work of the employees. The Company has strongly embeddedcore values and all employees are trained and encouraged to use these values in theirdaily operations and the bases for making decisions. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals. TheCompany has always recognized talent and has judiciously followed the principle ofrewarding performance. This has helped to ensure all employees are aligned and focused onkey objectives and key performance indicators critical for the Company's performance.Remuneration and performance are strongly linked togetherthrough bonus schemes andincrements.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO:

The information to be disclosed under Section 134 (3) (m) of the Companies Act 2013read with Companies (Accounts) Rules 2014 are set out in Annexure- F to thisReport.

AKNOWLEDGEMENTS:

Your Directors wish to place on record their deep sense of appreciation for thecommitment displayed by all the employees of the Company resulting in successfulperformance during the year under review.

Our Directors also take this opportunity to place on record the co-operationassistance and continued support extended by the Banks Government Authorities Vendorsand Shareholders during the year under review.

For and on behalf of the Board of Directors
Date : August 12 2019 PARAS SAVLA
Place : Ahmedabad Chairman & Managing Director
DIN:00145639