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Diamant Infrastructure Ltd.

BSE: 508860 Sector: Infrastructure
NSE: N.A. ISIN Code: INE206I01026
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VOLUME 47484
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Diamant Infrastructure Ltd. (DIAMANTINFRA) - Director Report

Company director report

Your Directors are pleased to present the 41st Annual Report of the Companytogether with the Audited Financial Statements for the year ended 31st March2021

SUMMARISED FINANCIAL RESULTS: Amount In Rs.
2020-21 2019-20
Revenue from operations - -
Other Income 1581684/- 1450071/-
Total Income 1581684/- 1450071/-
Total Expenses 47515482/- 6441256/-
Profit/ (Loss) before Exceptional items and tax (45933798) (4991185)
Less:
Exceptional Item 69051 -
Profit or Loss before Tax (45864747) (4991185)
Deferred Tax 951041/- 988693
Previous Tax 4185752/- -
Profit/Loss for the period from continuing operations (51001540) (5979878)
Profit or loss for the period (51001540) (5979878)
Earning per Equity share (From Continuing operation)
Basic (1.45) (0.17)
Diluted (145) (017)

Share Capital

During the year ended 31st March 2021 there is no change in the issuedsubscribed and paid up share capital of the Company. The paid-up capital as on 31st March2021 stood at Rs. 704.08 lakhs divided into 35204000 equity shares of Rs.2/- each.

Bonus

During the year under review no bonus shares are issued by the company.

Dividend

In view of the loss incurred during the year no dividend could be recommended by yourBoard of Directors for the financial year 2020-21.

Transfer to Reserves

The current year loss of Rs. 51001540 has been transferred to Reserves &Surplus.

Capital Expenditure on Assets

During financial year 2020-21 the company has not incurred any capital expenditure.

Particulars of Loans Guarantee and Investment

Loans guarantees and investments covered under Section 186 of the Companies Act 2013forms part of the Notes to the Standalone Financial Statements provided in this AnnualReport.

Maintenance of Cost Records

Your company is not required to maintain cost records under sub- section (1) of section148 of the Companies Act 2013.

COVID-19

The current fiscal year began with spread of COVID 19 pandemic across the world. Ourcountry imposed nationwide lockdown. The COVID pandemic impacted the global demandeconomic environment/economic policies. The Indian economy was already facing turbulenceprior to the start of 2020 when the COVID-19 pandemic happened. The pandemic andsubsequent containment measures to curb the spread of the virus posed one of the mostformidable economic challenges to India and the world.

The stringent nation-wide lockdown imposed in March 2020 resulted in a 24.4%contraction of GDP in the first quarter of the Financial Year 2020. The Indian real estatesector was poised to gain momentum in 2020. After three years of disruptions in the formof demonetization GST RERA and the NBFC crisis transparency and efficiency were slowlytrickling into the system. Instead the year 2020 will be remembered for the COVID-19pandemic that affected virtually every person in the country. The nationwide lockdown thatfollowed threw markets into turmoil bringing more pain and distress to the realtyindustry. In the face of this unprecedented crisis the real estate sector displayedremarkable resilience. Once the process of lifting lockdowns was initiated in the thirdquarter of 2020 both the residential and office markets started showing promising signsof revival. In the last quarter of 2020 uncertainties surrounding the economy and jobsfurther reduced which led to an increase in the pace of revival with the markets tracinga V-shaped recovery path but the outbreak of second wave affected India greatly especiallythe state of Maharashtra. At the same time government thrust on vaccination will soonreduce the impact of pandemic. Government initiatives like make in India will give goodopportunity for growth.

Since there were no employees in the company and no major business operations theimpact of Covid on the company's operation was minimal. But the impact of COVID on theIndian economy and the Infrastructure industry has been significant which will render itdifficult for the company to procure new projects soon. However the management is tryingits best to get new projects and revive the financial position of the company.

Management Discussion and Analysis

(a) Overview of Indian Economy

India has emerged as the fastest growing major economy in the world and is expected tobe one of the top three economic powers in the world over the next 10-15 years backed byits robust democracy and strong partnerships.

(b) Industry structure and developments:

Increased impetus to develop infrastructure in the country is attracting both domesticand international players. Private sector is emerging as a key player across variousinfrastructure segments ranging from roads and communications to power and airports. Inorder to boost the construction of buildings in the country the Government of India hasdecided to come up with a single window clearance facility to accord speedy approval ofconstruction projects.

In March 2021 the combined index of eight core industries stood at 122.5. In theroad's sector the Government's policy to increase private sector participation has provedto be a boon for the infrastructure industry as many private players are entering thebusiness through the public-private partnership (PPP) model. India is expected to becomethe third largest construction market globally by 2022.

In the Union Budget 2021 the government allocated Rs. 60241 crore (US$ 8.28 billion)for road works and Rs. 57350 crore (US$ 7.88 billion) for the National Highways. Thegovernment plans to construct 8500-kms road by March 2022. Moreover an additional 11000kms of National Highway corridors will be completed by March 2022. The governmentannounced an outlay of Rs. 118101 crore (US$ 16.20 billion) for the Ministry of RoadTransport and Highways. Also the government under the Bharatmala Pariyojana was awardeda project worth Rs. 5.35 lakh crore (US$ 73.37 billion) including construction of>13000 kms of roads worth Rs. 3.3 lakh crore (US$ 45.26 billion). The Ministry of RoadTransport & Highways announced that it achieved a milestone by constructing 13298 kmsof National Highways with construction of 37 kms per day in FY21. In May 2021 Ministerfor Road Transport & Highways and Micro Small and Medium Enterprises Mr. NitinGadkari stated that the government is giving utmost priority to infrastructure developmentand has set a target of road construction of worth Rs. 15 lakh crore (US$ 206 billion) inthe next two years.

(c) Outlook

The board feels that the initiatives and plans by the government for the infrastructuresector will attract lot of capital for its development. The growth and development ofIndia lies with the Infrastructure Development of the country. Considering the growth ofthe company in infrastructure business and taking into account the available opportunitiesin the Infrastructure Business the Board has decided to focus on infrastructure projects.

The Board Strongly feels that by venturing into the infrastructure and realty businessin the days to come the wealth of the shareholders will enhance.

(d) Risks and Concerns

Infrastructure projects often suffer crippling time and cost overruns due to delays inthe construction phase because of the following issues: land issues rights of waypractical environmental challenges and other delays in securing consents. These challengesrestrain the sector from yielding full benefits of the potential growth.

(e) Opportunities and Threats

Over the last decade India has built some world class infrastructure facilities. Roaddevelopment is recognized as essential to sustain India's economic growth. A largecomponent of highways is to be developed through public private partnership. Factors likelarge demand and supply gap in affordable housing low housing loan interest rates taxincentives and growing middle class with higher savings are expected to contribute to therapid growth in real estate sector. The major threat in this industry is that the burdenis on developer because of execution delay. Several announced projects are yet to becompleted.

(f) Operational Segment wise and Financial Performance of Business

The Company could not get any new infrastructure project during the year and there wasno operations in the company hence segment wise performance comparison is not possible.The outbreak of COVID-19 pandemic has significantly impacted businesses around the world.The Management is trying its best for procuring and developing this segment.

The company has registered a total income of Rs. 15.81 lakhs during the year. The lossbefore Interest Tax and Depreciation was Rs.4.59 crores. The net loss for the year isRs.5.10 Crores

(g) Internal control systems

The Company has in place a well-established internal control procedure covering variousareas such as procurement of raw materials for projects infrastructure planning qualitycontrol maintenance planning marketing cost management and debt servicing. Necessarychecks and balances have been instituted for timely correction.

(h) Development in Human Resources / Industrial Relations

Since there were no employees during the year the above meetings have not beenconducted.

(i) Details of Significant Changes in Key Financial Ratios and Return on Networth

Since there were no business in the Company above details are not required

Change in the Nature of Business

During the period under review there is no change in the nature of business of theCompany.

Insurance

The assets of the company has been adequately insured.

Environmental Protection Health and Safety (EHS)

EHS continues to receive the highest priority in all operational and functional areasat all locations of your Company. Systematic process safety analysis audits periodicsafety inspections are carried out by expert agencies and suitable control measuresadopted for ensuring safe operations at the site. Various processes as required forPollution Control and Environmental Protection are strictly adhered to. But since therewas no operation during the year these processes have not been followed.

Material Changes Affecting Financial Position Between the End of Financial Year andDate of Board Report

There is no material change affecting the financial position between the end offinancial year and date of board report.

Details of Subsidiaries Associate Companies and Joint Venture

There is no subsidiary associate company or a joint venture.

Details of Companies That has Ceased to Be Subsidiary Associate or Joint Ventures

There were no subsidiary associate or a joint venture company.

Consolidated Financial Statements

As on 31.03.2021 there was no subsidiary or associate of the company henceconsolidated financial statements have not been prepared.

Board of Directors

Your company's Board of Directors comprises of the following Directors

SR. NAME NO DIN DESIGNATION
1. Shri Naresh Saboo 00297916 Managing Director & CFO
2 Shri Kamlesh Prasad 00216195 Whole Time Director (Resigned w.e.f. 06-03-2021)
3 Smt. Madhu Saboo 00395363 Whole Time Director (w.e.f. 29th March 2021)
4. Shri Harshal Ashok Madan 08227283 Independent Director
5. Miss Reenal Jigar Kamdar 07143495 Independent Director

Directors and Key Managerial Personnel

During the year under review Shri Kamlesh Prasad (Director) tendered his resignation.The board place on record its gratitude for the services rendered by him during histenure.

Mr. Naresh Saboo who is a Whole Time Director retires by rotation at the ensuing AnnualGeneral Meeting and is eligible for reappointment.

Mrs. Madhu Saboo has been appointed as a Whole Time Director w.e.f 29-03-2021 subjectto shareholders approval in the ensuing AGM

Key Managerial Personnel

The Key Managerial personnel are Mr. Naresh Saboo Managing Director & CFO &Compliance Officer and Mrs. Madhu Saboo as Whole Time Director. Both have not received anyremuneration in FY 2020-21 and do not receive sitting fees.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The performance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the Composition of committeeseffectiveness of committee meetings etc.

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

In a separate meeting of independent directors performance of non-independentdirectors of the board as a whole and performance of the Chairman was evaluated takinginto account the views of executive directors and non-executive directors. The same wasdiscussed in the board meeting that followed the meeting of the independent directors atwhich the performance of the board its committees and individual directors were alsodiscussed. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.

Number of Board Meetings

Sl. No. Date of the Meeting No. of Directors attended the Meeting
1 30.06.2020 4
2 13.08.2020 4
3 31.08.2020 4
4 13.11.2020 4
5 07.12.2020 4
6 12.02.2021 4
7 30.03.2021 4

Committees of The Board

a. Audit Committee

Sl. Name No. Category of Director Chairman/ Members
1. Mr. Harshal Madan Non- Executive - Independent Chairperson
2. Mr. Naresh Saboo Executive Member
3. Mr. Reenal Kamdar Non- Executive - Independent Member

Audit Committee

The Committee is mandated with the same terms of reference as specified in Regulation18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andalso confirms to the provisions of Section 177 of the Companies Act 2013. The Compositionof committee is Mr Harshal Madan Chairman and Members are Ms. Reenal Kamdar and MrNaresh Saboo. The Managing Director Internal Audit team and the Statutory Auditors of theCompany are permanent invitees to the meetings of the Audit Committee. The heads ofvarious monitoring/ operating departments are invited to the meetings as and whenrequired to explain details about the operations.

Further during this year all the recommendations of the Audit Committee have beenaccepted by the Board.

Reporting of Fraud by Auditors

During the year 2020-21 none of the Auditors has reported any instances of fraudcommitted against the Company by its officers or employees under section 143 (12) of theCompanies Act 2013.

Segment Reporting

Your Company is currently operating under a single segment.

b. Nomination and Remuneration Committee

Sl. Name No. Category of Director Chairman/Members
1. Mr. Harshal Madan Non- Executive - Independent Chairperson
2. Mr. Naresh Saboo Executive Member
3. Mr. ReenalKamdar Non- Executive - Independent Member

Policy of Directors Appointment and Remuneration

Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178(3) of the Act are covered under Nomination andRemuneration Policy.

c. Stakeholders Relationship Committee

Name Category of Director Chairman/Members
1. Mr. Harshal Madan Non- Executive - Independent Chairperson
2. Mr. Naresh Saboo Executive Member
3. Mr. Reenal Kamdar Non- Executive - Independent Member

Declaration of Independence from Independent Directors

Independent directors of the Company have submitted a declaration that each of themmeets the criteria of independence as provided in Sub-Section (6) of Section 149 of theAct. Further there has been no change in the circumstances which may affect their statusas Independent director during the year.

Managerial Remuneration

The Company has not paid any remuneration attracting the information required pursuantto Section 197 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. Hence no information is required to be appended to thisreport in this regard.

Familiarisation Programme of the Independent Directors

Periodic presentations are made by Senior Management Statutory at the Board/Committeemeetings on business and performance updates of the Company global business environmentbusiness risks and its mitigation strategy impact of regulatory changes on strategy etc.Updates on relevant statutory changes encompassing important laws are regularly intimatedto the Independent directors.

Corporate Social Responsibility

Board of Directors of the Company has serious concern about Corporate SocialResponsibility (CSR) and devised a CSR policy to carry out CSR initiatives in line withthe requirements specified under the Companies Act 2013. Since the Company has no averagenet profit there is no CSR Obligation for the FY 2020-21.

Risk Management

Your Company has devised Risk Management Policy which involves identification of thebusiness risks as well as the financial risks its evaluation monitoring reporting andmitigation measures. The Audit Committee and Board of Directors of the Companyperiodically review the Risk Management Policy of the Company so that management controlsthe risk through properly defined network. The details of risk management mechanism andkey risks faced by the Company are enumerated in the risk management policy.

Business Description and State of Company's Affairs

During the year 2020-21 the company had no new contracts and as the account of thecompany was NPA the company did not have any business operation.

Disclosure Requirements

As per SEBI Listing regulations Integrated Management Discussion and Analysis Reportforms part of this Report.

The Company has devised proper system to ensure compliance with the provisions of allSecretarial Standards issued by the Institute of Company Secretaries of India and thatsuch system are adequate and operating effectively.

Extract of Annual Return

The extract of annual return in Form MGT - 9 has been annexed with this report andforms part of this report.

Statutory Auditors

The statutory auditors of the company for 2020-2021 were M/s. Vidhani Vaswani & Co.They have resigned w.e.f 16-08-2021 due to their pre occupation. M/s. R A Gupta &Associates has been appointed as new auditors of the company subject to shareholdersapproval in the ensuing AGM.

Independent Auditors' Report:

Independent Auditor has pointed out that there were no major business transactions andno employees in the company affecting its going concern. The borrowing of the company hadbeen classified as NPA and for which companies premises has been given as collateralsecurity the possession of that property has been taken by bank and the company hasvacated that property and shifted to a new place.

Remark by Board of Directors:

For the observation regarding the going concern your directors wish to state that thissituation is temporary in nature and in the near future business will be carried oneffectively. Further the company is trying to procure new business and contracts.

The classification of the borrowing of the company as NPA the management wish to statethat we are hopeful of revival and the situation is temporary in nature and will becleared soon.

Secretarial Auditors

The Company had appointed M/s. Manoj Agrawal & Associates and Company CompanySecretary in Practice to undertake the Secretarial Audit of the Company for the financialyear 2020-21.

Secretarial Standards

The Company has complied with applicable Secretarial Standard.

Secretarial Auditors' Report

Company appointed M/s Manoj Agrawal & Associates Practicing Company Secretaries asSecretarial Auditors to conduct Secretarial Audit of the Company for the financial year2020-21. The report of the Secretarial Audit for the financial year 2020-21 in FORM MR-3is annexed to this report and forms part of this report.

There is an observation regarding non filing of form DIR-12 towards change of directorsas the company has not filed form INC-22A (Active). There is also non appointment ofCompany Secretary under provisions of the Companies Act 2013 for FY 2020-21 and that thecompany has defaulted to pay Listing fees AMC.

Secretarial Auditor Qualification Analysis

The observation for non filing of Form DIR-12 and INC-22A is due to the fact that thereis no Company Secretary appointed in the company.

The observation for non-appointment of Company Secretary was mentioned in thesecretarial audit report.

The company is in search of whole-time company secretary however due to heavy lossespoor financial and other legal matters the company secretary are reluctant to join thecompany.

In regards to the default in payment of listing fees we wish to state that the accountof the company is NPA and there were not sufficient funds available to pay the listingfees. The company is trying its best to pay it at the earliest.

The company has disclosed in its board report all the information as required under TheCompanies Act 2013 and rules made there under.

Significant and Material Orders Passed by the Regulators

There is no significant or material order passed by any Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

Deposits

During the year the Company has not accepted/ renewed any deposit from public. Thetotal deposits remained unpaid or unclaimed as at 31st March 2021 is Nil.There is no default in repayment of deposits or payment of interest thereon during theyear.

Related Party Transactions

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. During the year therewere no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with the interest of the Company at large. Transactions entered with relatedparties have been explained in Form AOC -2 annexed with this report and forms part of thisreport.

Director's Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theDirectors would like to state that:

a. In the preparation of annual accounts for the financial year ended 31st March 2021the applicable accounting standards have been followed;

b. They had selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for the year under review;

c. They had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. They had prepared the annual accounts for the financial year ended 31st March 2021on a going concern basis;

e. They had laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and were operating effectively and

f. They had devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

Internal Financial Controls with Reference to the Financial Statements

Your Company has internal financial control systems commensurate with the nature of itsbusiness size and complexity of its operations. Internal financial control systemsincludes policies and procedures which are designed to ensure reliability of financialreporting compliance with policies procedure applicable laws and regulations and thatall assets and resources are acquired economically used efficiently and adequatelyprotected.

Your Company has appointed a prominent Chartered Accountant firm as an Internal Auditorto monitor and evaluate the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and its subsidiaries and to report the same on quarterly basis toAudit Committee.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company audit performed by the Internal Statutory andSecretarial Auditors and the reviews performed by the relevant board committees includingthe audit & management committee the board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2020-21.

Listing of Shares

The shares of the company are listed on BSE Limited. The trading of the shares havebeen suspended since March 2020 as the company was not able to pay the listing fees.

Establishment of Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. The policy has been uploaded on the Company's websitewww.diamantinfra.com. There were no complaints received during the year.

Prevention of Insider Trading

The Securities and Exchange Board of India(SEBI)vide notification dated January 152015 had put in place a new framework for prohibition of Insider Trading insecurities andto strengthen the legal framework thereof. These regulations of the SEBI under the abovenotification had become effective from May 15 2015. Whereas on 31st December2018 the regulations were amended with Securities and Exchange Board of India(Prohibition of Insider Trading) (Amendment) Regulations 2018 effective from 1stApril 2019. Accordingly the Board has formulated Code of Conduct and Fair Disclosure forPrevention of Insider Trading Policy in accordance with Regulation 8 & 9 of Securitiesand Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 forregulating monitoring and reporting of Trading of Shares by Insiders. The Code lays downguidelines procedures to be followed and disclosures to be made while dealing with sharesof the Company. The details of the Code of Conduct and Fair Disclosure for Prevention ofInsider Trading are given in Annexure-8 of this Board's Report.

Code of Conduct

The Directors KMP's and Senior Management of the Company have affirmed compliance withCode of Conduct applicable to them during the year ended March 31 2021. The details ofthe Code of Conduct for Directors KMP's and Senior Management are given in Annexure-8 ofthis Board's Report.

The Annual Report of the Company contains a certificate by the Chairman and ManagingDirector on compliance declaration received from the Members of the Board KMP's andSenior Management as Annexure-9.

LegalGovernance and Brand Protection

Your Company continued to focus on the key areas and projects within the LegalCompliance and Corporate Affairs functions.

Enhancing Shareholders Value

Your Company believes that its Members are its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation.

Disclosure Under the Sexual Harassment of Women At Workplace (Prevention ProhibitionAnd Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary and trainees) are covered under this policy. But the company did not have anyemployee during the year and hence the Company has not received any sexual harassmentcomplaint during the year 2020-21.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings

There was no scope for Conservation of Energy Technology Absorption as the company wasnot having any operations & the Company has not had any foreign exchange earnings andoutgo during the year. However some disclosers are mentioned in Annexure-1.

Human Resources

The Company's Human Resource philosophy is to establish build and retain a strongperformance and competency driven culture with greater sense of accountability andresponsibility. The Company has been focused to create an environment that assists theemployees to enhance their sense of pride in what they are doing thereby contributing tobetter productivity. The Company through its effective HR policies and systems has alwaysencouraged its workers to innovate and apply new ideas so as to achieve quantum leaps inboth size and scale of operations. The Company believes that its real strength lies in thecommitment and quality of its people. Employees are provided opportunity to grow andprosper. Since there was no operation in the company there were no human resourcesemployed during the year.

Particulars of Employees

The Company has No Employees due to sluggish market conditions coupled with othereconomic factors which has resulted into lower income.

Corporate Governance

As per Regulation 15(2) of the SEBI (LODR) Regulations 2015 compliance withRegulations 17 18 19 20 2122 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 in relation to corporategovernance shall not apply to the listed entity having Paid Up Equity Share Capital notexceeding rupees Ten Crores and net worth not exceeding Rupees Twenty Five Crores as onthe last day of the previous financial year.

Therefore compliance with aforementioned corporate governance regulations shall notapply to Diamant Infrastructure Limited as the Paid up equity capital was below Rs. 10Crores and net worth was below Rs. 25 Crores as on the last day of the previous financialyear i.e as on March 31 2020.

Green Initiatives

To support the Green Initiative Members who have not registered their e-mail addressare requested to register their e-mail address for receiving all communication includingAnnual Report Notices Circulars etc. from the Company electronically.

Electronic copies of Annual Report 2020-21 and the Notice of 40th Annual GeneralMeeting shall be sent to all the members whose email addresses are registered with thecompany/depository participant.

In view of prevailing situation of COVID-19 owing to the difficulties involved indispatching of physical copies of the financial statements (including Board's ReportAuditor's Report or other documents required to be attached therewith) such statementswill be sent by email to the Members of the Company and to all other persons so entitledas per General Circular No. 20/2020 dated 5th May 2020 issued by Ministry ofCorporate Affairs.

Annexure to this Report

The following are the annexure to this report:

1. Conservation of energy technology absorption Research and development and foreignexchange earnings and outgo in Annexure -1.

2. Statement containing salient features of the financial statement of associatecompany (Form AOC - 1) in Annexure -2.

3. Form AOC - 2 in Annexure - 3.

4. Extract of Annual Report (Form MGT-9) in Annexure - 4.

5. Secretarial Audit Report (Form MR-3) in Annexure -5.

6. Particulars of Remuneration in Annexure -6.

7. Corporate Governance Report in Annexure -7.

8. Corporate Policies in Annexure - 8

9. Declaration under Schedule V regarding compliance with the Code of Conduct Annexure- 9

Cautionary Statement

Statements in the Directors' report and the management discussion and analysisdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results mightdiffer materially from those either expressed or implied in the statement. Importantfactors that could influence the Company's operations include global and domestic demandand supply conditions affecting selling prices of finished goods input availability andprices changes in government regulations tax laws economic developments within thecountry and other related factors such as litigation and industrial relations.

Acknowledgements

Directors of your Company record their sincere appreciation of the dedication andcommitment of everyone in achieving and sustaining excellence in all areas of thebusiness. Your directors thank the Shareholders Customers Suppliers Bankers and otherstakeholders for their continued support during the year. Your Company's consistent growthhas been made possible by the hard work solidarity cooperation and support of themanagement team. The directors of your company thank all Banks Central/State Governmentsand other government agencies for their support and look forward to their continuedsupport in future.

On behalf of the Board of Directors
Sd/- Sd/-
Naresh Saboo Madhu Saboo
Place: Nagpur Managing Director Director
Dated: 06-09-2021 DIN: 00297916 DIN: 00395363

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