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Eastcoast Steel Ltd.

BSE: 520081 Sector: Metals & Mining
NSE: ESTCSTSTEL ISIN Code: INE315F01013
BSE 00:00 | 17 Dec Eastcoast Steel Ltd
NSE 05:30 | 01 Jan Eastcoast Steel Ltd
OPEN 69.65
PREVIOUS CLOSE 69.65
VOLUME 100
52-Week high 77.45
52-Week low 69.65
P/E
Mkt Cap.(Rs cr) 38
Buy Price 77.45
Buy Qty 100.00
Sell Price 69.65
Sell Qty 700.00
OPEN 69.65
CLOSE 69.65
VOLUME 100
52-Week high 77.45
52-Week low 69.65
P/E
Mkt Cap.(Rs cr) 38
Buy Price 77.45
Buy Qty 100.00
Sell Price 69.65
Sell Qty 700.00

Eastcoast Steel Ltd. (ESTCSTSTEL) - Director Report

Company director report

Dear Shareholders

The Directors of your Company are pleased to present the Thirty Sixth Annual Reporttogether with the Audited Financial Statements of the Company for the financial year ended31 March 2019.

1. FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended 31st March 2019is summarised below: (` In Lacs)

Particulars 2018-19 2017-18
1 Revenue from operations - -
2 Other Income 3.43 10.64
3 Total 3.43 10.64
4 (Loss) Before Exceptional items Depreciation & Tax (PBDT) (207.82) (167.84)
5 Less: Depreciation (3.12) (3.12)
Less: Exceptional items (87.40) (35.00)
6 (Loss) for the year before taxation (298.34) (205.96)
7 Less: Provision for tax - -
Income tax pertaining to earlier years - -
8 Loss for the year after tax (298.34) (205.96)
9 Other Comprehensive Income 1.25 (4.18)
10 Total Comprehensive Income for the year (297.09) (210.14)

2. REVIEW OF OPERATIONS:

During the year under review the Company has not undertaken any activity /operationand remains to be at a standstill since 1995. The Company is poised for restructuring itsoperation into some other diversified activities which are still under consideration ofthe board.

3. DIVIDEND AND RESERVES

Considering the financial performance during the year and carried forward losses ofprevious years the Board has decided not to recommend any dividend for this year.

Further your Directors do not propose to transfer any amount to the reserves.

4. CHANGE IN NATURE OF BUSINESS IF ANY

Your Company has not deviated its line of business activity nor has expanded the areaof activities; therefore there is no change in the nature of business for the year underreview.

5. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

During the financial year under review the Company did not have any subsidiary jointventure or associate Companies.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:-

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements pertain and the date of the report

7. SHARE CAPITAL

The paid up Equity Share Capital of the Company was ` 53964680/- as on March 312019:

Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

The Company has not issued any bonus shares during the year under review.

Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

Rights Issue of equity shares

The Company has not issued any shares on right basis during the financial year underreview.

Equity Shares with differential rights

The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

8. DEPOSITS

The Company has not accepted any deposits under Chapter V of the Companies Act 2013.

9. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance among others are given inthe

Management Discussion and Analysis which forms part of the Directors' Report.

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO (A) Conservation of Energy

(i) The steps taken or impact on conservation of energy: The Company makesconscious efforts to reduce its energy consumption. Some of the measures undertaken by theCompany during the year are use of LED Lights at office premises instead of conventionallighting usage of energy efficient air-conditioning and energy efficient officeequipments such as printer scanner and photocopy machines (ii) Steps taken by theCompany for utilizing alternate source of energy: Apart from steps mentioned above toconserve energy the management is continuously exploring feasible alternate sources ofenergy.

(iii) The capital investment on energy conservation equipment: There is nocapital investment on energy conservation equipment during the year under review.

(B) Technology Absorption

(i) The efforts made towards technology absorption: The Company evaluatestechnology developments on a continuous basis and keeps the organisation updated.

(ii) The benefitsderived: The Company has benefited from technology development.

It has helped to understand in better way the requirement for the business. (iii)The Company has not imported any technology from the beginning of the financial year.

(iv) The Company has not incurred any expenditure on Research and Development duringthe year under review.

(C) Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings and outgo during the financial year underreview.

11. ENVIRONMENT AND SAFETY

Since the Company has not been engaged in any activity after the closure of the plantin 1995 environment and safety measures are not required to be followed for the timebeing.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) a) Independent Directors:

The Company has received declaration from all the Independent Directors confirming thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013.

During the year under review the independent directors met on February 12 2019 inorder to evaluate the:-

The performance of Non-Independent Directors and Board of Directors as a whole

The performance of Chairman of the Company taking into account the views of all theDirectors on Board.

The quality quantity and timeliness of flow of information between the management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.

All the Independent Directors attended the meeting.

In terms of the provisions of Section 149 the term of 5 years of Shri. AnandSethuprakasem (DIN: 00582677) as Independent Director shall expire in the ensuing AGM ofthe Company.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee proposes to re-appoint Shri. Anand Sethuprakasem as an Independent

Director for a second term of 5 (five) consecutive years from the conclusion of 36th(Thirty Sixth) Annual General Meeting (AGM) till the conclusion of the 41st(Forty First) AGM of the Company not liable to retire by rotation.

A brief profile of the Shri. Anand Sethuprakasem is included in the Notice which formspart of the Annual Report. b) Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act 2013 Shri.Prithviraj S. Parikh Director (DIN: 00106727) retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment. Inaccordance with Regulation 36 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as ‘SEBI ListingRegulations') and Secretarial

Standard 2 on General Meetings brief profile of the Director to be re-appointed isincluded in the Notice which forms part of the Annual Report.

There was no change in the composition of Board structure of the Company during theyear under review c) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act read with the rules made thereunder the following employees are the whole time key managerial personnel of the Company:

1. Shri. Babush Kamath Chief Executive Officer (w.e.f 23 rd April 2019)

2. Shri. Babush Kamath Chief Financial Officer;

3. Shri. P K R K Menon Company Secretary and Compliance Officer.

13. BOARD MEETINGS

The Board meets at regular intervals as and when required to discuss the businesspolices and strategies apart from other routine business.

During the financial year 2018-19 the Board met 4 (Four) times i.e. on 10thMay 2018 09th August 2018 31st October 2018 12thFebruary 2019.

The gap between two meetings did not exceed one hundred and twenty days and thenecessary quorum was present for all the meetings held during the year.

The attendance of the Directors at the Board Meetings and the Annual General Meetingheld during the financial year 2018-19 is as under:

Name of the Director Category

Number of Meetings

Last Annual General Meeting
Held Attended attended
Shri Prithviraj S. Parikh Chairman & Non- Executive Director 4 3 Yes
Shri Anand Sethuprakasem Independent & Non- Executive Director 4 2 No
Shri Hitesh V. Raja Independent & Non- Executive Director 4 4 Yes
Smt Sharmila S. Chitale Independent & Non- Executive Director 4 4 No

14. COMMITTEES OF THE BOARD: a) AUDIT COMMITTEE:

Constitution of the Audit Committee:

A qualified and independent Audit Committee has been set up by the Board in compliancewith the requirements of Section 177 of the Companies act 2013 read with rules framedthereunder.

The composition quorum powers role and scope are in accordance with Section 177 ofthe Companies Act 2013. All the members of the Audit Committeearefinanciallyliterate andhave experience in financial management.

The Board has accepted all the recommendations of the Audit Committee during the year2018-19

Meeting and Attendance:

The Committee met 4 (Four) times during the financial year 2018-19 i.e. on 10thMay 2018 09th August 2018 31st October 2018 12thFebruary 2019.

The gap between two meetings did not exceed one hundred and twenty days and thenecessary quorum was present for all the meetings held during the year.

The composition of the Audit Committee and the details of meetings attended by membersof the committee are given below:

Name of the Director Category

Number of committee meetings

Held Attended
Shri Hitesh V. Raja - Chairman Independent & Non- Executive Director 4 4
Shri Prithviraj S. Parikh- Member Non-Executive Director 4 3
Shri Anand Sethuprakasem-Member Independent & Non- Executive Director 4 2

The previous Annual General Meeting of the Company was held on September 08 2018 andwas attended by Shri Hitesh V. Raja Chairman of the Audit Committee to answershareholders queries. b) NOMINATION AND REMUNERATION COMMITTEE: Constitution of theNomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted in compliancewith Section 178 of the Companies Act 2013 read with rules framed thereunder.

The Committee comprises of three Non-Executive Directors out of which two areIndependent Directors as on March 31 2019 and the Chairman of the Committee is anIndependent Director.

The Committee met 1 (One) time during the financial year 2018-19. i.e on 31 stOctober 2018. The necessary quorum was present for the meeting held during the year. Thecomposition of the Nomination and Remuneration Committee and the details of meetingsattended by members of the committee are given below:

Name of the Director Category

Number of committee meetings

Held Attended
Shri Anand Sethuprakasem - Chairman Independent & Non- Executive Director 1 1
Shri Prithviraj S. Parikh- Member Non-Executive Director 1 0
Shri Hitesh V. Raja - Member Independent & Non- Executive Director 1 1

The previous Annual General Meeting of the Company was held on 08thSeptember 2018 and Shri Hitesh V. Raja member duly authorized by the Chairperson of theCommittee was present at the last Annual General Meeting to answer the queries c)STAKEHOLDERS RELATIONSHIP COMMITTEE: Constitution of the Stakeholders RelationshipCommittee:

The Board has constituted the Stakeholders Relationship Committee comprising of threemembers vis; Shri Prithviraj S. Parikh Non-Executive Director Shri Hitesh V. RajaIndependent & Non-Executive Director and Smt. Sharmila S. Chitale Independent &Non-Executive Director. Smt. Sharmila S. Chitale is the Chairperson of the Committee. Thecomposition of the Stakeholder Relationship Committee is in compliance with the provisionsof Section 178 of the Companies Act 2013 read with rules framed thereunder.

The Committee met 4 (Four) times during the financial year 2018-19 on 10thMay 2018 09th August 2018 31st October 2018 12thFebruary 2019.

The composition of the Committee and the attendance of the members of the

Stakeholders Relationship Committee during the financial year 2018-19 are as given

Name of the Director Category

Number of committee meetings

Held Attended
Smt. Sharmila S. Chitale- Chairperson Independent & Non- Executive Director 4 4
Shri Prithviraj S. Parikh- Member Non-Executive Director 4 3
Shri Hitesh V. Raja – Member Independent & Non- Executive Director 4 4

The Company obtains half-yearly certificate from a Company Secretary in Practiceconfirming the issue of certificates for transfer sub-division consolidation etc. andsubmits a copy thereof to the Stock Exchanges in terms of Regulation 40(9) of the

Listing Regulations. Further the ComplianceCertificateunder Regulation 7(3) of the

SEBI Listing Regulations confirming that all activities in relation to both physicaland electronic share transfer facility are maintained by Registrar and Share TransferAgent is also submitted to the Stock Exchanges on a half yearly basis.

Shri Hitesh V. Raja member duly authorized by the Chairperson of the Committee waspresent at the last Annual General Meeting to answer the queries of the Shareholders'.

15. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations the provision with regard toCorporate Governance is not applicable to the company as the paid up equity capital doesnot exceed `10 crores and net worth does not exceed ` 25 crores as on the last day of theprevious financial year.

16. EVALUATION OF BOARD AND DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance and that of the Directorsindividually. The performance of the Board was evaluated after seeking input from allDirectors on the basis of the criteria such as the effectiveness of Board process qualityof discussion contribution at the meetings business acumen strategic thinkingcorporate governance practices contribution of the Committees to the Board in dischargingits functions etc.

In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated. The Independent Directors in the saidmeeting also evaluated the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties. Additionally the Chairman of the Board was alsoevaluated on key aspects of his role taking into account the views of executive directorsand non-executive directors in the aforesaid meeting.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS :

Every Independent Director of the Board Executive Directors / Senior ManagerialPersonnel is familiarized about the Company's strategy operations organisationstructure human resources quality finance and risk management.

Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a Director. The terms and conditions of letter of appointment isavailable on the Company's website at www.eastcoaststeel.com

CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND

INDEPENDENCE OF A DIRECTOR:

The company has adopted a policy on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of Directorand also remuneration for key managerial personnel and other employees. The policy isavailable on the website of the Company at www.eastcoaststeel.com

17. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has availed Loan from Shri Prithviraj S. Parikh Director of the Companyduring the year under review.

(Amount in `)
Name Opening Balance beginning of the year Amount Borrowed Amount Repaid Closing Balance at the end of the year
1. Shri Prith(Amount in Rs)iraj. S. Parikh 28685000 5455000 15600000 18540000

The Company has recei(Amount in Rs)ed the declaration from the Director as requiredunder rule 2 ((Amount in Rs)iii) of the Companies (Acceptance of Deposits) Rules 2014.

18. PARTICULARS OF LOANS GUARANTEES OR IN(AMOUNT IN RS)ESTMENTS

There was no loan or guarantee gi(Amount in Rs)en or in(Amount in Rs)estment made orsecurity pro(Amount in Rs)ided pursuant to

Section 186 of the Companies Act 2013 during the financial year under re(Amount inRs)iew.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

All related party transactions entered by the Company during the financial year were onan arm's length basis and were carried out in the ordinary course of business. There areno related party transactions made by the Company during the year undermateriallysignificant consideration with the Promoters Directors or Key ManagerialPersonnel which may ha(Amount in Rs)e a potential conflict with the interest of theCompany at large. All the related party transactions as required under Ind-AS 24‘Related party Disclosures' are reported in the other explanatory informationforming part of the financial statements.

Details of related party transactions are regularly placed before the Audit Committeeand also before the Board for its appro(Amount in Rs)al. Where(Amount in Rs)er requiredprior appro(Amount in Rs)al of the Audit Committee is obtained.

The particulars as required under the Companies Act 2013 are furnished in Form AOC– 2 which is annexed as "Annexure A" to this report.

20. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are gi(Amountin Rs)en below: a) The Board affirms that the remuneration paid is as per the RemunerationPolicy of the

Company. b) The percentage increase in the median remuneration of employees in thefinancial year is - Nil. c) A(Amount in Rs)erage percentile increase already made in thesalaries of employees other than the managerial personnel in the last financial year andits comparison with the percentile increase in the managerial remuneration andjustification thereof and point out if there are any exceptional circumstances forincrease in managerial remuneration: A(Amount in Rs)erage percentile increase already madein the salaries of employees other than the managerial personnel in the last financialyear (2018-19) is Nil and the percentile increase in the managerial remuneration is Nil.d) Number of permanent employees on the rolls of the Company as on March 31 2019 is 10 e)The ratio of the remuneration paid to each Director to the median remuneration of theemployees of the Company during the financial year 2018-19:

Name of Director Remuneration Median Remuneration of the employees Ratio
Shri Prith(Amount in Rs)iraj S. Parikh - - -
Shri Anand Sethuprakasem - - -
Shri Hitesh (AMOUNT IN RS). Raja - - -
Smt Sharmila S. Chitale - - -

f) The percentage increase in remuneration of Director: Nil g) The percentage increasein remuneration of Chief Financial Officer: Nil h) The percentage increase in remunerationof Company Secretary: Nil i) There has been no remuneration or sitting fees paid to theDirectors during the year under re(Amount in Rs)iew.

The Company does not ha(Amount in Rs)e any employee who is drawing a remuneration of

` 10200000/- per annum or ` 850000/- per month as stipulated in the Act and therules made thereunder. Hence disclosures required under Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 ha(Amount inRs)e not been pro(Amount in Rs)ided during the year under re(Amount in Rs)iew.

The Company does not ha(Amount in Rs)e any scheme or pro(Amount in Rs)ision of moneyfor the purchase of or subscription to its own shares by the employees/ Directors or bytrustees for the benefit of the employees/ Directors.

21. CODE OF CONDUCT

The Board has prescribed Code of Conduct ("Code") for all Board Members andSenior Management of the Company. All Board Members and Senior Management personnelha(Amount in Rs)e confirmed compliance with the Code for the year 2018-19. A declarationto this effect as required under Regulation 34(3) of the SEBI (Listing Obligations andDisclosure

Requirements) Regulations 2015 forms part of the Annual Report for the financial year2018-

22. (AMOUNT IN RS)IGIL MECHANISM / WHISTLEBLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act 2013 read with the rulesframed thereunder the Company has formulated a Whistle Blower Policy for (Amount inRs)igil mechanism for Directors and employees to report to the management about theunethical beha(Amount in Rs)ior fraud or (Amount in Rs)iolation of Company's Code ofConduct. The mechanism pro(Amount in Rs)ides for adequate safeguards against (Amount inRs)ictimisation of employees and Directors who use such mechanism and makes pro(Amount inRs)ision for direct access to the Chairman of the Audit Committee and no personnel of theCompany ha(Amount in Rs)e been denied access to the Audit Committee. The policy isa(Amount in Rs)ailable on the website of the Company at www.eastcoaststeel.com.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE(PRE(AMOUNT IN RS)ENTION PROHIBITION & REDRESSAL) ACT 2013

The Company is committed to pro(Amount in Rs)ide an en(Amount in Rs)ironment which isfree of discrimination intimidation and abuse. Pursuant to Sexual Harassment of Women atWorkplace (Prohibition Pre(Amount in Rs)ention and Redressal) Act 2013 ("theAct") and rules made thereunder the Company has a Policy for pre(Amount in Rs)entionof Sexual Harassment in the Company. All employees (permanent contractual temporary andtrainees) are co(Amount in Rs)ered under this policy. Internal Complaints Committee hasalso been set up to redress the complaints recei(Amount in Rs)ed regarding sexualharassment.There were no cases reported during the financial year 2018-19.

24. OTHER MATERIAL ORDERS

During the year the Company recei(Amount in Rs)ed a demand of ` 8740074 from theElectricity Department Go(Amount in Rs)ernment of Puducherry (Amount in Rs)ide letterESL/2018-19/HS-042 dated 05 June 2018 towards interest on delayed payment of Electricityarrears. This demand has been discharged and recorded as ‘Exceptional item' in thefinancial statement for the year ended

31 March 2019.

25. RE(AMOUNT IN RS)IEW OF RISK MANAGEMENT POLICY ADOPTED BY THE COMPANY

The Company in order to comply with the pro(Amount in Rs)isions of the Companies Act2013 and to pro(Amount in Rs)ide an effecti(Amount in Rs)e mechanism for implementing riskmanagement system had adopted the policy on risk management for e(Amount in Rs)aluatingand monitoring (Amount in Rs)arious risks that could threaten the existence of theCompany. The Company had not faced any major risks and no major de(Amount in Rs)iationsfrom the actuals as attained by the Company. The Audit committee has re(Amount in Rs)iewedthe policy periodically. The Board takes o(Amount in Rs)erall responsibility for theo(Amount in Rs)erall process of risk management in the organisation.

The Board shall take note of any future threats and shall report to the Company forformulating an effecti(Amount in Rs)e mechanism and strategy. The risk management policyis a(Amount in Rs)ailable on the website of the Company at www.eastcoaststeel.com

26. EXTRACT OF ANNUAL RETURN

Pursuant to the pro(Amount in Rs)isions of Section 92 (3) of the Companies Act 2013an extract of annual return is annexed hereto as "Annexure- B" and formspart of this report.

Pursuant to the pro(Amount in Rs)isions of Section 134(3)(a) of the Act MGT 9 isuploaded on Companies website and can be accessed at www.eastcoaststeel.com

27. SECRETARIAL AUDITORS

Pursuant to the pro(Amount in Rs)isions of Section 204 of the Companies Act 2013 andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Shri P.S. Ramnath Practising Company Secretaries (CP: 4159 ; F.C.S. 819) ha(Amount in Rs)ebeen appointed as the

Secretarial Auditors to conduct the Secretarial Audit of the Company for the financialyear

2018-19 the Secretarial Audit Report is annexed herewith as "Annexure- C"and forms part of this report.

The Secretarial Audit Report does not contain any ad(Amount in Rs)erse remarksqualifications or obser(Amount in Rs)ations except with regard to pro(Amount in Rs)isionof section 203 of the act which has since been complied with.

28. STATUTORY AUDITORS

M/s. Chatur(Amount in Rs)edi & Shah Chartered Accountants (FRN: 101720W) wereappointed as

Auditors of the Company for a term of 5 (fi(Amount in Rs)e) consecuti(Amount in Rs)eyears at the Annual General

Meeting held on 27th September 2014 and pursuant to the recommendations ofthe Audit Committee of the Company their appointment is been proposed for second term of 1(one) year to hold office from the conclusion of this AGM until the conclusion of the 37th(Thirty Se(Amount in Rs)enth) AGM of the Company.

Disclosure under Section 143 (12) of Companies Act 2013:-

The Statutory Auditors of the Company ha(Amount in Rs)e not reported any fraud orirregularities as specified under the Second pro(Amount in Rs)ision of Section 143 (12)of the Act (including any Statutory modification(s) or re-enactment(s) for the time beingin force) read with Rule 13 of the Companies (Audit and Auditors) Rules 2014 duringfinancial year under re(Amount in Rs)iew.

Statutory Auditor's Report:-

There are no ad(Amount in Rs)erse remarks obser(Amount in Rs)ations or disclaimerremarks by the Statutory Auditors in their report for the financial year ended 31stMarch 2019

29. COMPLIANCE OF SECRETARIAL STANDARDS

The Board of Directors hereby confirms that all the applicable Secretarial Standardsha(Amount in Rs)e been complied with during the year under re(Amount in Rs)iew.

30. COST AUDIT

The Company is not required to maintain cost record as prescribed by the CentralGo(Amount in Rs)ernment under the pro(Amount in Rs)isions of Section 148 of the CompaniesAct 2013 in (Amount in Rs)iew of the closure of the plant in 1995 and cessation ofmanufacturing acti(Amount in Rs)ities. No acti(Amount in Rs)ities or ser(Amount in Rs)icesha(Amount in Rs)e been undertaken by the Company since then.

31. INTERNAL AUDITOR

The Board of Directors has appointed M/s. Krishnan & Giri (Chartered Accountants)(FRN No.

001512S) as Internal Auditor of the Company for the financial year 2019-20.

32. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system commensurate withthe size of its operations and nature of its business acti(Amount in Rs)ities. The Companyhas a standard operating procedure for (Amount in Rs)arious acti(Amount in Rs)ities andoperations and follows this standard operating procedure for its internal controlprocedures. The Internal Auditor monitors and e(Amount in Rs)aluates the efficacy andadequacy of internal financial control system in the Company its compliance withoperating systems accounting procedures application of the instructions and policiesfixed by the senior management at all locations of the Company. The Audit Committeere(Amount in Rs)iews the report on Internal Control submitted by the Internal Auditors ona quarterly basis.

33. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors based on therepresentations recei(Amount in Rs)ed from the Operating Management and after due enquiryhereby confirm that:

I. In the preparation of annual accounts the applicable accounting standards ha(Amountin Rs)e been followed and no material departures ha(Amount in Rs)e been made from thesame; II. They had in consultation with Statutory Auditors selected accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to gi(Amount in Rs)e a true and fair (Amount in Rs)iew of the state ofaffairs of the Company as at March 31 2019 and loss of the Company for the year ended onthat date;

III. They ha(Amount in Rs)e taken proper and sufficientcare for the maintenance ofadequate accounting records in accordance with the pro(Amount in Rs)isions of theCompanies Act 2013 for safeguarding the assets of the Company and for pre(Amount inRs)enting and detecting fraud and other irregularities; I(AMOUNT IN RS). They ha(Amount inRs)e prepared the annual accounts on a "going concern" basis;

(AMOUNT IN RS). They ha(Amount in Rs)e laid down internal financial controls which areadequate and operating effecti(Amount in Rs)ely; (AMOUNT IN RS)I. They ha(Amount in Rs)ede(Amount in Rs)ised proper system to ensure compliance with the pro(Amount in Rs)isionsof all applicable laws and such systems are adequate and operating effecti(Amount inRs)ely.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATI(AMOUNT IN RS)ES

Pro(Amount in Rs)isions of Section 135 of the Companies Act 2013 and the Companies(Corporate Social Responsibility Policy) Rules 2014 as amended from time to time arenot applicable to your

Company as the Company does not fall under any of the criteria specified therein

35. LISTING

The shares of the Company are listed at the BSE Limited. The annual listing fee hasbeen paid to the stock exchange before the due date.

36. CAUTIONARY STATEMENT

Statements in these reports describing company's projections statements expectationsand hopes are forward looking. Though these expectations etc are based on reasonableassumption the actual results might differ.

37. ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the co-operation and understanding displayed bythe shareholders & others and continues to look forward to the same.

For and on behalf of the Board of Directors

Sd/- Sd/-

Prith(Amount in Rs)iraj S. Parikh Hitesh (AMOUNT IN RS). Raja Place : MumbaiDirector Director Date : 13th August 2019 DIN : 00106727 DIN : 02681574