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DJ Mediaprint & Logistics Ltd.

BSE: 543193 Sector: Others
NSE: N.A. ISIN Code: INE0B1K01014
BSE 12:09 | 16 May 51.00 3.45
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NSE 05:30 | 01 Jan DJ Mediaprint & Logistics Ltd
OPEN 51.50
PREVIOUS CLOSE 47.55
VOLUME 8000
52-Week high 133.88
52-Week low 23.38
P/E 43.59
Mkt Cap.(Rs cr) 55
Buy Price 50.05
Buy Qty 2000.00
Sell Price 51.35
Sell Qty 2000.00
OPEN 51.50
CLOSE 47.55
VOLUME 8000
52-Week high 133.88
52-Week low 23.38
P/E 43.59
Mkt Cap.(Rs cr) 55
Buy Price 50.05
Buy Qty 2000.00
Sell Price 51.35
Sell Qty 2000.00

DJ Mediaprint & Logistics Ltd. (DJMEDIAPRINT) - Director Report

Company director report

To

The Members

DJ Mediaprint & Logistics Limited

The Board of Directors has pleasure in presenting herewith their 12thAnnual Reporttogether with the Audited Accounts of your Company for the year ended 31st March 2021.

I. FINANCIAL PERFORMANCE

a) Standalone Financial Results

Particulars For the Year ended 31.03.2021 For the Year ended 31.03.2020
(INR. in lakhs) (INR. in lakhs)
Revenue from Operations 2466.11 2118.17
Other Income 15.76 14.15
Gross Income 2481.88 2132.33
Total Expenses 2310.29 1981.28
Net Profit before Tax 171.59 151.05
Tax expenses
- Current Tax 47.74 42.02
- Deferred Tax (2.59) (4.52)
-Income Tax Related to -- 4.43
Earlier Year
Net Profit/(Loss) 126.44 109.12
Earnings Per Share
-Basic (in Rs.) 3.00 3.62
-Basic (in Rs.) Last Year -- --
Restated
-Diluted (in Rs.) 3.00 3.62
-Diluted (in Rs.) Last Year Restated -- --

b) Overview of Performance

During the Financial Year under review the Company recorded a total revenue Rs.2466.11 lakhs as against Rs. 2118.17 lakhs in the corresponding previous financial year.EBITDA grew from Rs. 298.98 lakhs in the previous year to Rs. 314.50 lakhs in year underreview. Net profit (before tax) grew at phenomenal growth rate of 13.60% i.e. from Rs.151.05 lakhs in the previous year to Rs. 171.59 lakhs in the year under review. Net profit(after tax) marked a growth rate of 15.87% i.e. from Rs. 109.12 lakhs to Rs. 126.44 lakhs.The Board of Directors commend the strong growth in the operations of the Company. TheCompany operates in the multiple segments mainly comprising of Printing MailingLogistics Scanning Record Management & Newspaper Advertisement.

Total debt of the Company as at 31stMarch 2021 stood at Rs. 3.37 crores vis--visfrom Rs. 5.10 crores in March 2020. The Company will look forward to augment the long termfunds for expanding and diversifying the business in due course.

c) Cash Flow Statement:

The Cash Flow statement for the year 2020-2021 is attached to the Balance Sheet.

d) Subsidiaries and Associate Companies

The Company does not have any subsidiary or joint venture or Associate Company.

e) Change in the Nature Of Business:

There is no change in the nature of Business by the Company in the year under review.

f) Dividend

The Board of Directors of your Company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any dividend for theyear under review.

g) Transfer To Reserves:

The Company proposes to transfer Rs.1264425/- (Rupees Twelve Lakhs Sixty FourThousand Four Hundred and Twenty Five only) to the General Reserve Account during thefinancial year ended 31st March 2021.

h) Revision of Financial Statements of the Company/ the Report of the Board:

The Financial statement of the Company/ Board Report has not been revised during thefinancial year 2020-21 as per Section 131 of the Companies Act 2013.

i) Share Capital Authorised Issued and Paid up Capital

As on 31.03.2021 the Authorised share capital of the Company is Rs.100000000 croresdivided into 10000000

After Tax equity shares of Rs. 10/- each and the paid-up equity share capital isRs.42139200 comprising of 4213920 equity shares of Rs. 10 each fully paid up. Thereis no change in the Authorised Issued and Paid up Capital of the Company during the Yearunder review.

Equity Shares with Differential Rights:

The Company has not issued any equity shares with differential voting rights.

II. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO: a) Conservation of Energy

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy have not been furnished considering the nature of activities undertaken by the Company during the year under review. But the Company continues to strengthenour energy conservation efforts. We are always in lookout for energy efficient measuresfor operation and value conservation of energy through usage of latest technologies forquality of services. Although the equipments used by the Company are not energy sensitiveby their very nature still the Company is making best possible efforts for conservationof energy which assures that the computers and all other equipments purchased by theCompany are strictly adhere to environmental standards and they make optimum utilizationof energy.

b) Research and Development (R&D)

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect oftechnology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. c) Technology absorption adaptationand innovation

In this era of competition in order to maintain and increase the clients andcustomers we need to provide best quality services to our clients and customers atminimum cost which is not possible without innovation and adapting to the latesttechnology available in the market for providing the services. d) Foreign ExchangeEarnings and Outgo:

Amount (Rs. in lakhs)

Total Foreign Exchange Inflow Nil
Total Foreign Exchange outflow Nil

III. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company in E-Form MGT-7 has been uploaded on the website ofthe Company www.djcorp. in. Furthermore the extract of Annual Return in Form MGT-9 isalso attached with this Report in Annexure I and is a part of this Report. The same is ason 31stMarch 2021.

IV. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made thereunder.

V. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL

FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate internal financial controls beside timely statutory auditlimited reviews and internal audits taking place periodically.

VI. BOARD MEETINGS

The Board of Directors (herein after called as ("the Board") met Four timesduring the Year under review. In view of the pandemic related travel restrictions allBoard meetings took place virtually. Measures were taken to ensure security of informationand confidentiality of process and at the same time ensuring convenience of the Boardmembers. The Company Secretary and the Chairman of the meeting(s) ensured that all theapplicable provisions related to the holding of meetings through video conferencing werecomplied with for such virtual meetings.

Sr. Date of No. Meetings Venue of the meeting Directors present Directors to whom Leave of absence was granted
1 19.06.2020 Corporate Office - UP Warehouse Mafco Yard Plot 4-9 First Floor Sector 18 Vashi Navi Mumbai -400 703. Mr. Dinesh Kotian Mr. Purushottam
Mr. Deepak Bhojane Mahadeo Dalvi
Mr. Deepak Salvi
Mr. Devadas Alva
Mr. Dwarka Gattani
Mr. Navinchandra Rama Sanil
Ms. Deeksha Devadiga
2 01.08.2020 Corporate Office - UP Warehouse Mafco Yard Plot 4-9 First Floor Sector 18 Vashi Navi Mumbai -400 703. Mr. Dinesh Kotian Mr. Purushottam
Mr. Deepak Bhojane Mahadeo Dalvi
Mr. Deepak Salvi
Mr. Devadas Alva
Mr. Dwarka Gattani
Mr. Navinchandra Rama Sanil
Ms. Deeksha Devadiga
3 07.11.2020 Corporate Office -UP Warehouse Mafco Yard Plot 4-9 First Floor Sector 18 Vashi Navi Mumbai-400703 Mr. Dinesh Kotian Mr. Purushottam
Mr. Deepak Bhojane Mahadeo Dalvi
Mr. Deepak Salvi
Mr. Devadas Alva
Mr. DwarkaGattani
Mr. Navinchandra Rama Sanil
Ms. Deeksha Devadiga
4 30.03.2021 Corporate Office -UP Warehouse Mafco Yard Plot 4-9 First Floor Sector 18 Vashi Navi Mumbai-400703 Mr. Dinesh Kotian Mr. Deepak Salvi
Mr. Deepak Bhojane
Mr. Devadas Alva
Mr. Dwarka Gattani
Mr. Navinchandra Rama Sanil
Mr. Purushottam Mahadeo Dalvi
Ms. Deeksha Devadiga

VII. EMPLOYEES:

Pursuant to Section 203 of the Act the Key Managerial Personnel of the Company are Mr.Dinesh Kotian Managing Director Mr. Deepak Bhojane Whole Time Director Mr.Deepak Salvi Whole Time Director Mr. Dhanraj Kunder Chief Financial Officer and Ms.Khushboo Mahesh Lalji Company Secretary; There are no changes in the Key ManagerialPersonnel of the Company during the Year under review.

Particulars of Employees:

The information as per Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 for the financial year2020-2021. The Details with regards to the payment of Remuneration to the Directors andKey Managerial Personnel is provided in Form MGT-9 Extract of the Annual Return (appendedas Annexure-I).

Disclosure as per Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under section 197(12) of the Companies Act 2013 read with Rule 5(1) and (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenin Annexure IV to this

Report.

VIII. DIRECTORS: a. Appointment/Re-appointment

Managing Director & Whole Time Directors –

There were no changes in the composition of the Board of Directors and Key ManagerialPersonnel during the year under review. b. Retires by rotation

In accordance with the applicable provisions of the Companies Act 2013 (‘theAct') and the Articles of Association of the Company Mr. Dwarka Prasad Gattani (DIN:06865570) Non-Executive Director retires by rotation at the ensuing Annual GeneralMeeting (‘AGM') and being eligible offers himself for re-appointment. Your Directorsrecommend the re-appointment of Mr. Dwarka Gattani (DIN: 06865570) Non-Executive Directora Director of the Company. c. Directors

Mr. Dwarka Prasad Gattani (DIN: 06865570) was appointed as Additional Non- ExecutiveDirector of the Company at the Board Meeting held on 29th September 2019 his appointmentwas regularized by the shareholders in the Annual General Meeting held on 05th September2020.

Mr. Purushottam Mahadeo Dalvi (DIN: 08648037) was appointed as Additional IndependentDirector of the Company at the Board Meeting held on 29th September 2019 his appointmentwas regularized by the shareholders in the Annual General Meeting held on 05th September2020.

Mr. Navinchandra Rama Sanil (DIN: 08648083) was appointed as Additional IndependentDirector of the Company at the Board Meeting held on 29th September 2019 his appointmentwas regularized by the shareholders in the Annual General Meeting held on 05th September2020.

Ms. Deeksha Devadiga (DIN: 08652925) was appointed as Additional Independent Directorof the Company at the Board Meeting held on 29th September 2019 her appointment wasregularized by the shareholders in the Annual General Meeting held on 05th September2020.

d. Declaration given by the Independent Directors

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 hereinafter referred to as ‘Listing Regulations'. Inthe opinion of the Board they fulfill the conditions of independence as specified in theAct and the Listing Regulations and are independent of the management. Further theIndependent Directors have complied with the Code for Independent Directors prescribed inSchedule IV to the Act.

e. Statement regarding the Integrity Expertise and Experience of the IndependentDirectors:

In the opinion of the Board the Independent Directors of the Company whose appointmentwas regularized by the shareholders in the Annual General Meeting held on 05th September2020; meet the requirements of integrity expertise and experience as required by Company.

f. Nomination and Remuneration Policy:

The Remuneration Policy recommended by Nomination and Remuneration Committee has beenaccepted by the Board of Directors. This policy is applicable to all Directors KeyManagerial Personnel (KMP) Senior Management team and other employees of the Company andis also available on the Company's website www.djcorp.in.

g. Directors' Responsibility Statement:

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanationsobtained/received from the operating Management your Directors make the followingstatement and confirm that; a. in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; b. the directors had selected such accounting policies and 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 at the end of thefinancial year and of the profit and loss of the Company for that period; c. the directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d. the directors had preparedthe annual accounts on a going concern basis; e. the directors had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively; and f. the directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

IX. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review the Company has not developed the policy on CorporateSocial Responsibility as the Company does not fall under the prescribed classes ofCompanies mentioned under Section 135 (1) of the Companies Act 2013.

X. COMMITTEES OF BOARD:

During the year under review your directors have constituted wherever required thefollowing committees of the Board in accordance with the requirements of the CompaniesAct 2013. The composition terms of reference and other details of all the Board levelcommittees have been elaborated in the report. a. Audit Committee

The existing ‘Audit Committee' of the Company consists of three Directors withIndependent Directors forming a majority and the said constitution is in line with theprovisions of Section 177 of the Companies Act 2013 read with the rules. The Committeewas constituted on 30th December 2019 and it consists of 2 (two) Non-ExecutiveIndependent Directors and (1) one Executive Director. The Chairman of the Committee is anIndependent Director. The Composition of the Committee is as under:

Sr. Name of the Member Designation
1 Ms. Deeksha Devadiga Chairman
2 Mr. Navinchandra Rama Sanil Member
3 Mr. Dinesh Kotian Member

Terms of Reference;

The brief terms of reference of Audit Committee are as under –I. Overseeing theCompany's financial reporting process and the disclosure of its financial information toensure that the financial statements are correct sufficient and credible; II. Examinationof the financial statement and the auditors' report thereon III. Recommending to theBoard the appointment reappointment and if required the replacement or removal of theauditor and the fixation of audit fees; IV. Review and monitor the auditor's independenceand performance and effectiveness of audit process; V. Approving initial or anysubsequent modification of transactions of the company with related parties; VI.Scrutinizing inter-corporate loans and investments VII. Valuation of undertakings orassets of the company wherever it is necessary; VIII. Monitoring the end use of fundsraised through public offers and related matters IX. Reviewing with the managementperformance of statutory and internal auditors and adequacy of the internal controlsystems;

X. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit; XI. To carry outany other function as is mandated by the Board from time to time and/ or enforced by anystatutory notification amendment or modification as may be applicable.

XII. To perform such other functions as may be necessary or appropriate for theperformance of its duties. b. Nomination and Remuneration Committee:

In accordance with the provisions of Section 178 of the Companies Act 2013 read withrules the Company has appropriate Nomination and Remuneration Committee. The Committeewas constituted on 30th December 2019 and it consists of 3 (three) Non-ExecutiveDirectors out of which two are Independent Directors. The Chairman of the Committee is anIndependent Director. The Composition of the Committee is as under:

Sr. Name of the Member Designation
1 Mr. Navinchandra Rama Sanil Chairman
2 Mr. Devadas Alva Member
3 Ms. Deeksha Devadiga Member

Terms of Reference-

The brief terms of reference of this committee are as under –I.Identifypersonswhoarequalifiedtobecomedirectors and may be appointed in senior managementin accordance with the Criteria laid down recommend to the Board their appointment andremoval and shall specify the manner for effective evaluation of performance of Board itscommittees and individual directors to be carried out either by the Board by theNomination and Remuneration Committee or by an independent external agency and review itsimplementation and compliance.

II. Formulate the criteria for determining the qualifications positive attributes andindependence of a director and recommend to the board a policy relating to theremuneration for directors KMPs and other employees.

III. Formulation of criteria for evaluation of performance of independent directors andour Board; IV. Whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent directors.

V. Determine our Company's policy on specific remuneration package for the ManagingDirector / Executive Director including pension rights.

VI. Decide the salary allowances perquisites bonuses notice period severance feesand increment of Executive Directors.

VII. Reviewandsuggestrevisionofthetotalremuneration package of the Executive Directorskeeping in view the performance of the Company standards prevailing in the industrystatutory guidelines etc.

VIII.To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification amendment or modification as may beapplicable.

IX. To perform such other functions as may be necessary or appropriate for theperformance of its duties.

Familiarization Program

Your Company has been familiarizing the Independent Directors on its Board withdetailed presentations by its business functional heads on the Company operationsstrategic business plans new products and technologies including significant aspects ofthe Industry and its future outlook.

c. Stakeholders' Relationship Committee:

The Committee was constituted on 30th December 2019 and it consists of 3 (three)Directors out of which 2 (two) Non-Executive Directors of which one is IndependentDirector and 1 (One) is an Executive Director. The Chairman of the Committee is anIndependent Director.

Sr. Name of the Member Designation
1 Mr. Navinchandra Rama Sanil Chairman
2 Mr. Dwarka Prasad Gattani Member
3 Mr. Dinesh Kotian Member

The brief terms of reference of this committee are as under – Redressal ofshareholders' and investors' complaints including and in respect of: I. Allotmenttransfer of shares including transmission splitting of shares changing joint holdinginto single holding and vice versa issue of duplicate shares in lieu of those torndestroyed lost or defaced or where the cages in the reverse for recording transfers havebeen fully utilized.

II. Issue of duplicate certificates and new certificates on split/consolidation/renewal etc.; III. Review the process and mechanism of redressal ofShareholders /Investors grievance and suggest measures of improving the system ofredressal of Shareholders /Investors grievances.

IV. Considering and resolving grievances of the security holders of the Companyincluding complaints related to the transfer of shares non-receipt of annual report andnon-receipt of declared dividends; V. Oversee the performance of the Registrar& Share Transfer Agent and also review and take note of complaints directly receivedand resolved them.

VI. Oversee the implementation and compliance of the Code of Conduct adopted by theCompany for prevention of Insider Trading for Listed Companies as specified in theSecurities

& Exchange Board of India (Probation of insider Trading) Regulations 1992 asamended from time to time.

VII. Carrying out any other function contained in the equity listing agreements asand when amended from time to time. VIII. To carry out any other function as ismandated by the Board from time to time and/ or enforced by any statutory notificationamendment or modification as may be applicable.

IX. To perform such other functions as may be necessary or appropriate for theperformance of its duties.

X. VIGIL MECHANISM:

Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act 2013 and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 for reporting the genuine concerns or grievances or concerns of actualor suspected fraud or violation of the Company's code of conduct. The said Mechanism isestablished for directors and employees to report their concerns. The policy provides theprocedure and other details required to be known for the purpose of reporting suchgrievances or concerns. The same is uploaded on the website of the Company(www.djcorp.in).

XI. AUDITORS AND AUDITORS' REPORT: a) Statutory Auditors & their Report

The Company's Statutory Auditors M/s. ADV & Associates. Chartered Accountants(firms' registration no: 128045W) were appointed as Statutory Auditors of the Company fora period of five consecutive years at the 10th Annual General Meeting held on September30 2019 on a remuneration mutually agreed upon by the Board of Directors and theStatutory Auditors.

Their appointment was subject to ratification by the Members at every subsequent AGMheld after the AGM held on August 10 2017. Pursuant to the amendments made to Section 139of the Act by the Companies (Amendment) Act 2017 effective from May 07 2018 therequirement of seeking ratification of the Members for the appointment of the StatutoryAuditors has been withdrawn from the Statute.

In view of the above ratification by the Members for continuance of their appointmentat this AGM is not being sought. The Statutory Auditors have given a confirmation to theeffect that they are eligible to continue with their appointment and that they have notbeen disqualified in any manner from continuing as Statutory Auditors. The Notes onfinancial statement referred to in the Auditors' Report are self-explanatory and do notcall for any further comments. The Auditors' Report does not contain any qualificationreservation or adverse remark. No fraud has been reported by the Auditors to the AuditCommittee or the Board.

b) Secretarial Auditor & their Report

M/s. Arora Gupta & Co. Practicing Company Secretaries were appointed to conductthe Secretarial Audit of the Company for the financial year 2020-21 as required underSection 204 of the Companies Act 2013 and rules made thereunder. The Secretarial AuditReport for Financial year 2020-21 is appended as Annexure III. During the yearunder review the Company has also complied with the Secretarial Standards as amended andapplicable to the Company.

c) Internal Auditor

The Company has appointed Mr. Sanjay Pawar Employee of the Company as Internal Auditorof the Company for the Financial Year 2020-2021 according to the Section 138 of theCompanies Act 2013 and read with the Rule 13 of The Companies (Accounts) Rules 2014 andfor conducing Internal Audit of Company for the financial year 2020-2021.

d) Cost Auditor

The Company is not required to appoint Cost Auditor and maintain a cost records duringthe year under review.

XII. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which might have potentialconflict with the interest of the Company at large. The Company has entered intotransactions with related parties in accordance with the provisions of the Companies Act2013 read with rules and the particulars of contracts or arrangements with related partiesreferred to in Section 188(1) as prescribed in Form AOC-2 of the rules prescribed underChapter IX relating to Accounts of Companies under the Companies Act 2013 is appended asAnnexure – II.

XIII. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance. The performance evaluation of the IndependentDirectors was completed during the year under review. The performance evaluation of theChairman and the Non- Independent Directors were carried out by the Independent Directorsand Non-Executive Director. The Board of Directors expressed their satisfaction with theevaluation process. The separate meeting of Independent Directors was held on 30.03.2021.The determined criteria for performance evaluation were as follows: i. Attendance. ii.Willingness to spend time and effort to know more about the Company and its business. iii.Contribution towards business development management of affairs of company corporategovernance. iv. Contribution to developments of various Policies such as RemunerationPolicy Board's Diversity Policy Related Party Transaction Policy & Vigil MechanismPolicy v. Sharing of knowledge and experience for the benefit of the Company. vi.Following up matters whenever they have expressed their opinion. vii. Updated with thelatest developments in areas such as corporate governance framework and financialreporting and in the industry and market conditions.

viii. Achievement of business plans labour relation litigation attrition level ofemployees compensation policy vigil mechanism establishment and implementation ofinternal control system etc.

The familiarizing programme for the independent directors of the company regardingtheir roles rights responsibilities in the Company nature of the industry in which thecompany operates business model of the company etc. was duly conducted.

XIV. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments other than in the normal course of business haveoccurred after the close of the year till the date of this Report which affect thefinancial position of the Company.

XV. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY;

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulation 2015 the top 100 listed entities needs to adopt RiskManagement Policy. Therefore the Company is not required to adopt Risk Management Policy.

XVI.DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. The Company has not received anycomplaint on sexual harassment in FY 2020-21.

XVII. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations 2015 theManagement Discussion & Analysis forms part of the Annual Report.

XVIII. GOVERNANCE/SECRETARIAL a. Corporate Governance Report

Since the Company is listed its securities on the SME platform of Bombay StockExchange the provisions of Corporate Governance as specified in regulations 17 to 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV of SEBI (LODR) Regulations 2015 are not applicable to the Company for the financialyear ended 31st March 2021. b. Business Responsibility Report

Since the Company is listed its securities on the SME platform of Bombay StockExchange the provisions of Business Responsibility Report as specified in Regulation34(2)(f) of SEBI (LODR) Regulations 2015 is not applicable to the Company for thefinancial year ended 31st March 2021. c. Insurance

The Company's plant and machinery building stocks and assets are adequately insured.

d. Particulars of Loans Guarantees and Investments

The details of the Investments and Loans covered under the provisions of Section 186 ofthe Act are given in the notes to the financial statements.

Passed bye. Details of Significant the Regulators or Courts or Tribunal impacting thegoing concern status and the Company's operation in future:

There were no significant and material orders passed by the Regulators /Courts thatwould impact the going concern status of the Company and its future operations.

XIX.OTHERS a) Registrar and Transfer Agent:

The Company had appointed Purva Sharegistry (India) Pvt. Ltd. as the Registrar andTransfer Agent (RTA). The Company's RTA have adequate infrastructure to process investorgrievances with regards to transfers transmission and other such matters.

b) Statutory Compliances

The Company has complied with all the statutory requirements. The Company ensurescompliance of the Act SEBI (Listing Obligation and Disclosure Requirements) 2015 andvarious statutory authorities on quarterly basis in the Board Meeting.

XXII. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the commitmentdedication and hard work done by the employees of the Company and the positiveco-operation extended by Banks Government Authorities Customers and various otherstakeholders.

Your Directors also wish to place on record their deep gratitude towards theshareholders for their continued support and confidence.

For and on behalf of the Board
Dinesh Kotian
Chairman & Managing Director
DIN: 01919855
Date- 30.08.2021
Place: Mumbai

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