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DFM Foods Ltd.

BSE: 519588 Sector: Agri and agri inputs
NSE: DFMFOODS ISIN Code: INE456C01020
BSE 00:00 | 27 May 205.65 0.90
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NSE 00:00 | 27 May 205.55 1.40
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VOLUME 3955
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OPEN 206.50
CLOSE 204.75
VOLUME 3955
52-Week high 452.80
52-Week low 199.00
P/E
Mkt Cap.(Rs cr) 1,034
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

DFM Foods Ltd. (DFMFOODS) - Director Report

Company director report

Dear Shareholders

The Board of Directors have pleasure in presenting their report along with the auditedaccounts of the Company for the year ended 31st March 2021.

1. Financial Performance

The key highlights are as under:-

(Rs in lakhs)

Year ended 31st March 2021 Year ended 31st March 2020
Revenue from operations 52406 50794
Profit before tax 3858 2721
Tax expense 988 279
Profit after tax 2870 2442
Retained Earnings – Opening Balance 13543 11923
Add/(Less): 349 (612)
Profit for the year 2870 2442
Other Comprehensive Income/(Expense) 40 (210)
Retained Earnings – Closing Balance 16802 13543

2. Dividend Distribution Policy and Dividend

The Company has adopted Dividend Distribution Policy which had been placed at thewebsite of the Company and can be accessed on the Company's website at http://www.dfmfoods.com/download/corporate/dividend-distribution-policy.pdf The Board of Directorshave recommended a dividend of Rs. 1/- per equity share of face value of Rs. 2/- each i.e.50% for the financial year ended 31st March 2021. The total dividend outgo amounts to Rs.503 Lakhs.

3. Transfer to Reserves

During the year under review no amount is proposed to be transferred to Reserves.

4. Company's Performance

During the year the revenue from operations at Rs.52406 lakhs was higher than that ofthe previous year by 3.17%. During the year the Company launched potato chips and alsonew flavors of extruded snacks.

Over the last 10 years the Company has registered a revenue growth of 15.9% CAGR inthe Snack foods category business.

Profit before interest and taxes excluding other income (PBIT) at Rs. 4246 lakhs washigher by 39.90 % over the previous year mainly due to cost control measures. The Companycould get the full-year benefit of the cost control measures launched last year andcertain investments which were made in the previous year. However we continue to see thepressure on margins due to increase in commodity prices like palm oil.

The details on operational review and the state of Company's affairs are covered in theManagement's Discussion and Analysis Report forming part of this Annual Report.

5. Impact of COVID-19 on Performance

The impact of COVID-19 on performance are provided in the Management's Discussion andAnalysis Report forming part of this Annual Report.

6. Change in Capital Structure

As on date the Authorized Share Capital of the Company is Rs. 150000000/- (RupeesFifteen Crores Only) divided into 65000000 Equity Shares of Rs. 2/- each and 2000000Cumulative Convertible Preference Shares of Rs. 10/- each carrying dividend @10% perannum. The Issued and Paid-up equity share Capital of the Company is Rs. 100541760divided into 50270880 Equity Shares of face value of Rs. 2/- each as on 31st March2021. The Company's shares are listed with BSE Ltd. and National Stock Exchange of IndiaLtd.

7. (a) Employees Stock Option Scheme ("ESOP")

During the year 10000 options of face value of Rs. 2/- each got vested. 140000options of face value of Rs. 2/- each have been exercised during the year by the eligibleemployees.

The Certificate from the Auditors of the Company stating that the ESOP Scheme has beenimplemented in accordance with the SEBI Guidelines and the resolution passed by themembers would be placed at the website of the Company at www.dfmfoods.com for inspectionby members.

During the year no change has been made in the DFM Foods Employee Stock OptionPlan-2014 of the Company.

(b) Employees Stock Appreciation Rights ("ESAR")

During the year 1281697 (Twelve lakh eighty-one thousand six hundred ninety-seven)ESARs has been granted to the eligible employee(s). The Certificate from the Auditors ofthe Company stating that the ESAR Scheme has been implemented in accordance with the SEBIGuidelines and the resolution passed by the members would be placed at the website of theCompany at www.dfmfoods.com for inspection by members.

During the year there has been no change in the "DFM Employees Stock AppreciationRights Plan 2020" ("ESAR 2020"/ "Plan") of the Company. Theapplicable disclosures as stipulated under the SEBI Guidelines as on 31st March 2021 withregard to the DFM Foods Employee Stock Option Plan – 2014 and "DFM EmployeesStock Appreciation Rights Plan 2020" ("ESAR 2020"/ "Plan") of theCompany are available on the website of the Company at www.dfmfoods. com and link for thesame is http://www.dfmfoods. com/download/corporate/ESAR-Disclosure.pdf

8. Subsidiaries Joint Ventures and Associate Companies

The Company does not have any subsidiary Joint Ventures or Associate Company. Howeverthe Company is a subsidiary of AI Global Investments (Cyprus) PCC Limited.

9. Material Changes and Commitment affecting the Financial Position

There has been no change in business of the Company during the year. There have been nomaterial changes and commitments affecting the financial position of the Company whichoccurred between the end of the financial year to which the financial statements relateand the date of this Report.

10. Directors Responsibility Statement

Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability confirm for the financial year ended 31st March 2021: a) That inthe preparation of the annual accounts for the year ended 31st March 2021 the applicableaccounting standards have been followed and there are no material departures from thesame: b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2021and of the profit of the Company for the year ended on that date; c) That the Directorshave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities; d) Thatthe Directors have prepared the annual accounts on a going concern basis; e) That theDirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and f)That the Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

11. Directors and Key Managerial Personnel (KMP)

The appointment and remuneration of Directors are governed by the Policy devised by theNomination and Remuneration Committee of the Company. The Company's Board comprises sevenmembers. The Chairman Mr. Hemant Nerurkar is an Independent Director. Mr. Lagan Shastriis the Managing Director and CEO. Mr. Anil Kumar Chanana and Ms. Dipali Hemant Sheth areother Non-Executive Independent Directors. Mr. Sahil Dalal Mr. V.L. Rajesh and Mr. ManuAnand are Non-Executive Non- Independent Directors.

The Company has received a declaration from each of its Independent Directorsconfirming that they satisfy the criteria of independence as prescribed under theprovisions of the Companies Act 2013 and the SEBI Listing Regulations. In the opinion ofthe Board all the Independent Directors possess the attributes of integrity expertiseand experience including the proficiency required to be Independent Directors of theCompany fulfil the conditions of independence as specified in the Act and the SEBIListing Regulations and are independent of the management and have also complied with theCode for Independent Directors as prescribed in Schedule IV of the Act.

The other details for the Independent Directors are provided in the Report on CorporateGovernance.

In terms of Regulation 25(8) of the Listing Regulations the Independent Directors haveconfirmed that they are not aware of any circumstance or situation which exists or may bereasonably anticipated that could impair or impact their ability to discharge theirduties. As required under regulatory requirements name of every Independent Directorshould be added in the online database of Independent Directors by Indian Institute ofCorporate Affairs Manesar ("IICA"). Accordingly the Independent Directors ofthe Company have registered themselves with the IICA for the said purpose.

Mr. Manu Anand Director is liable to retire by rotation and being eligible forre-appointment at the ensuing AGM of the Company has offered himself for re-appointment.His details as required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are contained in the accompanying Notice convening the ensuing AGM ofthe Company.

In terms of Section 203 of the Act the Company has the following Key ManagerialPersonnel:

1. Mr. Lagan Shastri Managing Director & CEO

2. Mr. Davinder Dogra Chief Financial Officer

3. Mr. Raju Singh Tomer Company Secretary

12. Board of Directors and Meetings

The Directors are reputed professionals with diverse functional expertise industryexperience educational qualifications and gender mix relevant to fulfilling theCompany's objectives and strategic goals. Brief particulars and expertise of directorseeking appointment together with other directorships and committee memberships have beengiven in the annexure to the Notice of the AGM in accordance with the requirements of theListing Regulations and Secretarial Standards. During the Financial Year 2020-21 theBoard of Directors of the Company met 4 (four) times. The details of the meetings and theattendance of the Directors are mentioned in the Corporate Governance Report. Pursuant tothe requirements of Schedule IV to the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate Meeting of theIndependent Directors of the Company was held on 5th February 2021 without the presenceof Non-Independent Directors.

13. Committees of the Board

The Board Committees play a crucial role in the governance structure of the Company andhave been constituted to deal with specific areas / activities as mandated by applicableregulation which concern the Company and need a closer review. The Board Committees areset up under the formal approval of the Board to carry out clearly defined roles which areperformed by Members of the Board as a part of good governance practice. The Chairman ofthe respective Committee informs the Board about the summary of the discussions held inthe Committee Meetings. The minutes of the meeting of all Committees are placed before theBoard for review. The Board Committees can request special invitees to join the meetingas appropriate.

There have been no instances during the year where recommendations of the AuditCommittee were not accepted by the Board.

The Board has established the following statutory and non-statutory Committees: - i.Audit Committee ii. Nomination and Remuneration Committee (Compensation Committee) iii.Corporate Social Responsibility Committee iv. Stakeholders' Relationship Committee andv. Risk Management Committee In addition to the above the Operating Committee reviewsspecific business operational matters and other items that the Board may decide todelegate.

The composition terms of reference number of meetings held and business transactedby the Committees is given in the Corporate Governance Report.

14. Policy on Directors appointment and Remuneration Policy

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in ANNEXURE – 1 and forms part of this Report. The Policy is also availablein the Investor Relations on the website of the Company and can be accessed at theweblink: http://www.dfmfoods.com/download/corporate/Nomination%20and%20Remuneration%20Policy%20 DFM.pdf

The details of familiarization programme for Independent Directors with the Company areput up on the website of the Company at the weblink http://www.dfmfoods.com/download/corporate/Familiarization-Programme-for-FY-20-21.pdf

15. Performance Evaluation of the Board its Committees and Individual Directors

The Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI LODR") contain evaluation of the performance of: (i)the Board as a whole (ii) Individual directors (including independent directors andChairperson) and (iii) various Committees of the Board.

In terms of the requirement of the Act and the Listing Regulations an annualperformance evaluation of the Board is undertaken where the Board formally assesses itsown performance with the aim to improve the effectiveness of the Board and the Committees.The criteria of performance evaluation of Board its committees and Individual Directorsforms part of the ‘Corporate Governance Code' which is available on the website ofthe Company. For Independent Directors evaluation is carried out based on the criteriaviz. the considerations which led to the selection of the Director on the Board and thedelivery against the same contribution made to the Board / Committees attendance at theBoard / Committee Meetings impact on the performance of the Board / Committees instancesof sharing best and next practices engaging with top management team of the Companyparticipation in Strategy Board Meetings and so on. During the year Board Evaluationcycle was completed by the Company internally which included the Evaluation of the Boardas a whole Board Committees and Peer Evaluation of the Directors. The exercise was led bythe Chairman of the Company along with the Chairman of the Nomination and RemunerationCommittee of the Company. The Evaluation process focused on various aspects of thefunctioning of the Board and Committees such as composition of the Board Board Oversightand effectiveness performance of Board Committees Board skills and structure etc.Separate exercise was carried out to evaluate the performance of individual Directors onparameters such as attendance contribution and independent judgment.

As an outcome of the above exercise it was noted that the Board as a whole isfunctioning as a cohesive body which is well engaged with different perspectives. TheBoard Members from different backgrounds bring about different complementarities anddeliberations in the Board and Committee Meetings are enriched by such diversity andcomplementarities. It was also noted that the Committees are functioning well and besidesthe Committee's terms of reference as mandated by law important issues are brought up anddiscussed in the Committees.

The Board also noted that given the changing external environment the Company should beprepared for any likely disruption. The Board agreed that the Board was focused in theright direction of creating a ‘purpose-driven' organisation. The evaluation exercisealso highlighted the need for having better understanding of competitive landscape in adynamic business environment and importance of being updated in the emerging technologyareas relevant for the Company. These areas have been identified for the Board to engageitself with and the same will be acted upon.

The Board noted the key improvement areas emerging from this exercise in 2020-21 andaction plans to address these are in progress. These include strengthening the successionplanning for key positions periodic updation of the risk framework and risk mitigationactions.

16. Internal Financial Control System

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to Company's policies safeguarding of itsassets prevention and detection of frauds and errors accuracy and the completeness ofthe accounting records and timely preparation of reliable financial information. Unitheads are responsible to ensure compliance with the policies and procedures laid down bythe Management. Robust and continuous internal monitoring mechanisms ensure timelyidentification of risks and issues. The Management Statutory and Internal Auditorsundertake rigorous testing of the control environment of the Company.

The Audit Committee evaluates the internal financial control system periodically and noreportable material weaknesses in the design or operation were observed during the year.The Board has appointed M/s. Grant Thornton Bharat LLP as Internal Auditors. InternalAuditors periodically audit the adequacy and effectiveness of the internal controls laiddown by the management and suggest improvements. The audit plan is approved by the AuditCommittee which regularly reviews the compliance to this plan.

The Company's internal control systems are commensurate with the nature of itsbusiness the size and complexity of its operations. Statutory Auditors in its reportexpressed an unmodified opinion on the adequacy and operating effectiveness of theCompany's internal financial controls over financial reporting.

17. Transfer to Investor Education and Protection Fund (IEPF) a) Transfer of unclaimeddividend to IEPF

As required under Section 124 of the Act the Unclaimed Dividend amount aggregating toRs. 676610/- lying with the Company for a period of seven years were transferredduring the year 2020-21 to the Investor Education and Protection Fund (IEPF) establishedby the Central Government. b) Transfer of shares to IEPF

As required under Section 124 of the Act 68565 equity shares in respect of whichdividend has not been claimed by the members for seven consecutive years or more havebeen transferred by the Company to the Investor Education and Protection Fund Authority(IEPF) during the Financial Year 2020-21. Details of shares transferred to IEPF have beenuploaded on the Website of IEPF as well as the Company.

18.Audit Committee

The Audit Committee comprises of Mr. Anil Kumar Chanana (Chairman) Mr. HemantMadhusudan Nerurkar Mr. Sahil Dalal and Ms. Dipali Sheth. The terms of reference of theCommittee are included in the Corporate Governance Report which is a part of this report.During the year under review there were no instances when the recommendations of theAudit Committee were not accepted by the Board.

19.Corporate Governance

The Company has complied with the corporate governance requirements under the CompaniesAct 2013 and Listing Regulations. A separate section on Corporate Governance along with acertificate from the Statutory Auditor confirming compliance is annexed and forms part ofthis report.

20. Auditors and Auditors' Report

A. Statutory Auditor

As per provisions of Section 139(1) of the Companies Act 2013 the Company hasappointed M/s. Deloitte Haskins & Sells (Firm Registration No. 015125N) CharteredAccountant as Statutory Auditors for a period of 5 (Five) years in the AGM of the Companyheld on 6th August 2018.

M/s. Deloitte Haskins & Sells LLP has furnished a certificate of their eligibilityand consent under section 139 and 141 of the Act and the Companies (Audit and Auditors)Rules 2014 for their continuance as the Auditors of the Company for the FY 2021-22. Interms of the Listing Regulations the Auditors have confirmed that they hold a validcertificate issued by the Peer Review Board of the ICAI.

B. Statutory Auditors' Report

The Auditors' Report on the financial statement of the Company for the year forms partof the Annual Report. The Statutory Auditors' Report for FY 2020-21 on the financialstatement of the Company forms part of this Annual Report. The report does not contain anyqualifications reservations or adverse remarks or disclaimer.

C. Details in respect of frauds reported by auditors

There were no instances of fraud reported by the auditors.

D. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed thereunder Mrs. Sunita Mathur were appointed as theSecretarial Auditors of the Company to carry out the secretarial audit for the year ending31st March 2021.

In terms of Section 204 of the Companies Act 2013 and Regulation 24A of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a Secretarial AuditReport given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report asAnnexure–2. There are no qualifications reservations or adverse remarks made bySecretarial Auditors in their Report.

E. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013 read withcorresponding Rules framed thereunder M/s. Grant Thornton Bharat LLP is the InternalAuditor of the Company

F. Cost Auditors

Provisions of Section 148 of the Companies Act 2013 read with Companies (Cost Accountand Audit) Rules 2014 were not applicable to the Company. Hence the Company has notappointed any Cost Auditor during the year.

21.Risk Management

The type of risks and risk mitigation in detail has been provided in the Management'sDiscussion and Analysis Report forming part of this Annual Report. The Board has recentlyconstituted a Risk Management Committee to frame implement and monitor the riskmanagement plan for the Company. The Committee would be responsible for reviewing the riskmanagement plan and ensuring its effectiveness. The Committee comprises of Mr. Anil KumarChanana (Chairman) Mr. Hemant Madhusudan Nerurkar Mr. Sahil Dalal and

Ms. Dipali Sheth. The Audit Committee has additional oversight in the area of financialrisk and controls. The detailed terms of reference of the Committee are included in theCorporate Governance Report which is a part of this report.

22. Vigil Mechanism – Whistle Blower Policy

The Company promotes ethical behaviour in all its business activities and in line withthe best Governance practices DFM has established a Vigil mechanism and Whistle blowerpolicy through which Directors Employees and business associates may report unethicalbehavior malpractices wrongful conduct fraud violation of Company's code of conductwithout fear of reprisal. Reporting of instances of leak/ suspected leak of anyUnpublished Price Sensitive Information is allowed through this vigil mechanism and theCompany has made its employees aware of the same. Employees may also report such mattersto the Chairman of the Audit Committee. The Whistle-Blower Protection Policy aims to:

• Allow and encourage stakeholders to bring to the Management notice concernsabout unethical behavior malpractice wrongful conduct actual or suspected fraud orviolation of policies and leak or suspected leak of any Unpublished Price SensitiveInformation.

• Ensure timely and consistent organizational response.

• Build and strengthen a culture of transparency and trust.

• Provide protection against victimization.

The Audit Committee periodically reviews the existence and functioning of themechanism. It reviews the status of complaints received under this policy on a quarterlybasis. The Committee has in its report affirmed that no personnel have been deniedaccess to the Audit Committee.

23. Particulars of loans and guarantees given securities provided and investmentsmade

The Company has neither given any loans or guarantees nor provided any securitiescovered under the provisions of Section 186 of the Companies Act 2013. The company hasnot made any investments during the year.

24. Related Party Transactions

All related party transactions entered into by the Company during the financial yearwith related parties were in the normal course of business and on an arm's length basis.

During the year the Company had not entered into any transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions. Prior omnibus approval is obtained for relatedparty transactions which are of repetitive nature and entered in the ordinary course ofbusiness and at arm's length. All related party transactions are placed before the AuditCommittee for review and approval. The policy on materiality of related party transactionsand dealing with related party transactions as approved by the Board may be accessed onthe Company's website at the link: http://www.dfmfoods.com/download/corporate/Policy-on-Related-Partys-Transactions-and-Materiality-of-Related-Party-Transactions.pdfThe directors' draw attention of the members to Note 30 to the financial statement whichsets out related party disclosures.

25. Corporate Social Responsibility (CSR)

The Company believes in creating social value through continual engagement withcommunity for their Sustainable development. We truly believe that it is our moralresponsibility to do good for the society and that the profits would follow. Our CorporateSocial Responsibility envisages with strategic intent focusing on education healthcareFood and Nutrition and environmental sustainability for positive impact on population atlarge. Over the years we have been focusing on children the future of the nation andserve the society.

The Company has adopted the revised CSR Policy which can be accessed at the followingweb link http://www. dfmfoods.com/download/corporate/Corporate%20Social%20Responsibilty%20DFM%20Foods.pdf During the Financial Year 2020-21 the Companyhad earmarked Rs. 73.00 Lakhs to spend on CSR activities (being 2% of average qualifyingnet profits of the Company for the last 3 financial years). However due to COVID Rs.36.08 Lakhs could be spent and the balance amount of Rs. 36.91 Lakhs related to ongoingproject has been transferred to separate "Unspent Corporate Social Responsibilityaccount". The salient features of the CSR Policy and the details of activities asrequired under Companies (Corporate Social Responsibility Policy) Rules 2014 are providedin Annexure 3 attached to this report.

26. Extract of Annual Return

As per the requirements of Section 92(3) of the Companies Act and Rules framedthereunder the extract of the Annual Return of the Company for the FY 2020-21 isavailable on the website of the Company at http://www.dfmfoods.com/download/annualreport/Annual-Return-2020-21.pdf

27. Particulars of Remuneration of Directors / KMP / Employees

The particulars of remuneration under Section 197(12) of the Companies Act 2013 andRule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are attached as Annexure –4 and Annexure– 4A.

28. Significant and Material Orders passed by the Regulators or Courts

There are no significant or material orders passed by any Regulators Courts orTribunals against the Company which could impact the going concern status and Company'soperations in future.

29. Disclosure as per The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

During the year under review there were no complaints received pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has constituted Internal Complaints Committee comprises of nine internal membersand one external member under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and complied with other provisions of the said Act.

30. Human Resources & Employee Relations

Engaged Employees are critical to the success of the Company. As an organisation theCompany strongly believes that Human Resources are the principal drivers of Growth. Theypush the levers that take futuristic businesses to the next level of excellence andachievement. The Company focuses on providing an appropriate platform and opportunity foran individual to develop and grow in a professional work culture that enables innovationand ensures high performance through structured empowerment. The focus has been around HRTransformation to streamline the organisation structure and processes. During the yearyou company has launched a new HRMS tool called "Sparsh" replacing the erstwhileHRMS tool with better process automation features around employee attendance & leaverecruitment & on boarding payroll outsourcing and employee reimbursements. The newHRMS tool has been deployed to enhance employee productivity and engagement. The objectiveis to ensure enhanced people process capability and alignment of human resource to thebusiness deliverable. Further during the year the Talent Management Philosophy revolvingaround employee Performance Behaviours Differentiation Accountability TransparencyCareer Growth & Development have been defined by the Management Team for execution& institutionalisation in the following years to come. A structured performancemanagement system was launched with a focus on pay for performance linked to companyperformance and individual performance that carry equal weightages. Other focus areas havebeen around structured Compliance Management Learning & Development with theobjective of enhancing people capability through continuous learning and structured cadredevelopment for succession planning.

We believe that our 5Ps – People Policy Process Performance and Productivityare our business drivers for Growth and Consumer delight.

We believe in meritocracy where rewards commensurate performance. The highest level ofperformance will receive significantly higher rewards than average performance We stronglyremain committed to capability development of our people through appropriateinterventions providing for depth and breadth of experiences The relationships withemployees have been cordial and operations at the factory uninterrupted. Measures forsafety of employees welfare and development continue to receive top priorities.

31.Disclosure Requirements

a. As per Listing Regulations the Corporate Governance Report with the SecretarialAuditors' Certificate thereon and the Management Discussion and Analysis are attachedwhich forms part of this report. b. As per Regulation 34 of the Listing Regulations aBusiness Responsibility Report is attached and is a part of this Annual Report. c. TheCompany has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

32. Deposits from Public

During the year the Company did not accept any public deposits under Chapter V of theCompanies Act 2013.

33. Particulars of Energy Conservation Technology Absorption and Foreign ExchangeEarnings and Outgo [Pursuant to Companies (Accounts) Rules 2014]

The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo are provided in Annexure-5 to this Report.

34. Environment Health and Safety ("EHS")

Responsible manufacturing is the core of our business practice. Our sustainable journeyhas been fueled by our efficient set of systems and implementation strategy. ConsideringEnvironment Health and Safety as top-most priority we strive to provide a safe andhealthier work environment for our workforce To fulfil the commitment comprehensive EHSmanual comprising the policies procedures and work instructions has been prepared. Abrief on EHS programme of the Company is as under

Environment

The Company is committed to achieving its target by implementing best technology andmanagement programme through a combination of energy and water conservation minimize airemissions rainwater harvesting and solid waste recycling.

Health:

Key health programme as detailed below were rolled out during the year to promote ahealthy lifestyle among employees. • first aid trainings health awareness trainingsgiven to employees.

• Periodic medical check-ups.

• Revisited employee health insurance coverage for appropriate preventivescreenings.

• Medical assistance for the COVID positive cases and support to the familymembers.

• Vaccination of employees by organising camp at Greater Noida Plant.

Safety:

Safety is accorded overriding priority by the Company. The business has ensured toachieve and maintain globally-approved fire-safety standards. At Greater Noida andGhaziabad unit fire/smoke detection technology has been installed to trigger a timelyalarm in case of any fire incident. Also to mitigate such incidents all units arestaffed with dedicated and trained firefighting team members.

35.Credit Rating

Credit Rating Information Services of India Limited (CRISIL) has assigned CRISIL A-;Outlook: Stable for long-term facilities and CRISIL A2+ for short term facilities.

36.Acknowledgement

The Directors wish to express their grateful appreciation for the co-operation andcontinued support received from customers vendors investors shareholders banksregulatory authorities and the society at large during the year.

On behalf of the Board
Place : Mumbai Hemant Madhusudan Nerurkar
Date : 11th June 2021 Chairman

.