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Eastcoast Steel Ltd.

BSE: 520081 Sector: Metals & Mining
NSE: ESTCSTSTEL ISIN Code: INE315F01013
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NSE 05:30 | 01 Jan Eastcoast Steel Ltd
OPEN 58.35
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VOLUME 100
52-Week high 66.00
52-Week low 58.35
P/E 35.15
Mkt Cap.(Rs cr) 32
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Sell Price 0.00
Sell Qty 0.00
OPEN 58.35
CLOSE 58.35
VOLUME 100
52-Week high 66.00
52-Week low 58.35
P/E 35.15
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Eastcoast Steel Ltd. (ESTCSTSTEL) - Director Report

Company director report

Dear Shareholders

The Directors of your Company are pleased to present their Thirty Eighth Annual Reporttogether with the Audited Financial Statements for the financial year ended 31stMarch 2021.

1. FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended 31st March 2021is summarised below:

(Amount in Rs.)
Sr. No. Particulars 2020-21 2019-20
1. Revenue from operations Nil Nil
2. Gain on sale of property plant and equipment 422027447 Nil
2. Other Income 2959418 203698
3. Total Income 424986865 203698
4. Profit/(Loss) Before Exceptional items Depreciation & Tax (PBDT) 405310420 (20056323)
5. Less: Depreciation 233950 315123
Less: Exceptional items Nil Nil
6. Profit/(Loss) for the year before taxation 405076470 (20371446)
7. Less: Provision for tax 52810000 Nil
Income tax pertaining to earlier years Nil Nil
8. Profit/(Loss) for the year after tax 352266470 (20371446)
9. Other Comprehensive Income / (Loss) (84322) 221211
10. Total Comprehensive Income / (Loss) for the year 352182148 (20150235)

2. REVIEW OF OPERATIONS

During the year under review the Company has sold/disposed of an area of 54.86 acresor thereabout situated at Pondicherry for a consideration of ' 43.24 Crores subject tothe deduction of tax to Sri. Balaji Vidyapeeth Pondicherry in accordance with theResolution passed by the shareholders vide postal ballot result dated 13thJuly 2019 and further Resolution passed by the Board of Directors on 27thNovember 2020. Pursuant to the aforesaid sale/disposal the Company has recognised thegain thereto.

The Company has further utilised part of the sale consideration received from the saleof the said area towards repayment of its existing debt liability.

3. DIVIDEND AND RESERVES

Your Directors have not recommended any dividend to the equity shareholders. Furtherno amount has been transfered to the reserves as well.

4. CHANGE IN NATURE OF BUSINESS IF ANY

Your Company has not deviated its line of business activity nor has expanded the areaof activities during the year under review. The activities of the Company continue toremain standstill since 1995.

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 THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyhave occurred in the Company since the end of Financial Year 2020-21 till the date of thisreport.

7. SHARE CAPITAL

The paid up Equity Share Capital of the Company was ' 53964680/- as on 31stMarch 2021:

a) Buy Back of Securities

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

b) Sweat Equity

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

c) Bonus Shares

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

d) Employees Stock Option

The Company does not have Employee Stock Option Scheme.

e) Rights Issue of equity shares

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

f) 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 neither invited nor accepted any deposits pursuant to the provisions ofthe 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 ANDOUTGO

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy:

The Company makes conscious efforts to reduce its energy consumption. Some of themeasures undertaken by the Company during the year were use of LED Lights at officepremises instead of conventional lighting usage of energy efficient air-conditioning andenergy efficient office equipments such as printer scanner and photocopy machines.

(ii) Steps taken by the Company for utilizing alternate source of energy:

Apart from steps mentioned above to conserve energy the management has beencontinuously exploring feasible alternate sources of energy.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the year underreview.

(B) Technology Absorption

(i) The efforts made towards technology absorption:

The Company evaluates technology developments on a continuous basis and keeps theorganisation updated.

(ii) The benefits derived:

The Company has benefited from technology development. It has helped to understand inbetter way the requirement for the business.

(iii) The Company has not imported any technology from the beginning of the financialyear.

(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 plantsince 1995 environment and safety measures are not applicable to the Company 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 Act and abide by the Code for Independent Directors as prescribed underSchedule IV of the Act.

During the year under review the Independent Directors met on 12thFebruary 2021 in order to evaluate:

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

(ii) The performance of Chairman of the Company taking into account the views of allthe Directors on Board.

(iii) The quality quantity and timeliness of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

All the Independent Directors attended the meeting.

b) Retirement by Rotation

In terms of the provisions of Section 152(6) of the Act Shri. Prithviraj S. ParikhDirector (DIN: 00106727) retires by rotation at the forthcoming Annual General Meetingand being eligible offers himself for re-appointment. In accordance with Regulation 36 ofthe SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings briefprofile of the Director to be re-appointed is included in the notice which forms part ofthe Annual Report.

A resolution seeking shareholders' approval for his re-appointment forms part of thenotice of the AGM.

c) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the rules madethereunder the following employees are the Key Managerial Personnel of the Company:

1. Shri. Babush Kamath - Chief Executive Officer and Chief Financial Officer

2. Shri. P K R K Menon - Company Secretary and Compliance Officer

13. BOARD MEETINGS AND AGM

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

During the financial year 2020-21 the Board met 5 (Five) times i.e. on 16thJuly 2020 31st August 2020 12th November 2020 27thNovember 2020 and 13th February 2021.

However in wake of the nationwide lockdown declared by the Government of India due toCOVID-19 pandemic Ministry of Corporate Affairs vide its General Circular No. 11/2020dated 24th March 2020 had extended mandatory requirement of holding meetingsof the Board of the Companies as provided under Section 173 of the Companies Act 2013 bya period of 60 days till next two quarters i.e. till 30th September 2020. Inview of the relaxations granted above the Board Meetings of the Company as required underthe aforesaid provisions for the quarter and year ended 31st March 2020 andfor the quarter ended 30th June 2020 was convened according to the relaxedtimelines.

Apart from as aforesaid the gap between two meetings did not exceed one hundred andtwenty days and the necessary quorum was present for all the meetings held during theyear.

The attendance of the Directors at the Board Meetings and the AGM held during thefinancial year 2020-21 is as under:

Number of Board Meetings

Last AGM attended
Name of the Directors Category Entitled to attend Attended
Shri Prithviraj S. Parikh Chairman & Non-Executive Director 5 4 Yes
Shri Hitesh V. Raja Independent Non-Executive Director 5 5 No
Smt. Sharmila S. Chitale Independent Non-Executive Director 5 4 Yes

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 Act read with rules framed thereunder.

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

The Board has accepted all the recommendations of the Audit Committee during thefinancial year 2020-21.

Meeting and Attendance

The Committee met 4 (Four) times during the financial year 2020-21 i.e. on 16th July2020 31st August 2020 12th November 2020 and 13thFebruary 2021. The necessary quorum was present for all the meetings held during theyear.

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

Number of committee meetings

Name of the Members Category Entitled to attend Attended
Shri Hitesh V. Raja Chairman Independent Non-Executive Director 4 4
Shri Prithviraj S. Parikh Member Non-Executive Director 4 4
Smt. Sharmila S. Chitale Member Independent Non-Executive Director 4 3

The previous AGM of the Company was held on 30th September 2020 and ShriPrithviraj S. Parikh member duly authorized by Chairman of the Committee was present atthe last AGM to answer the shareholders queries.

b) NOMINATION AND REMUNERATION COMMITTEE

Constitution of the Nomination and Remuneration Committee

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

The Committee comprises of three Non-Executive Directors out of which two areIndependent Directors as on 31st March 2021 and the Chairman of the Committeeis an Independent Director.

The Committee met 1 (One) time during the financial year 2020-21. i.e on 12th November2020. The necessary quorum was present for the meeting held during the year.

The composition of the Nomination and Remuneration Committee and the details ofmeetings attended by members of the Committee are given below:

Name of the Members Category

Number of committee meetings

Entitled to attend Attended
Shri Hitesh V. Raja Chairman Independent Non-Executive Director 1 1
Shri Prithviraj S. Parikh Member Non-Executive Director 1 1
Smt. Sharmila S. Chitale Member Independent Non-Executive Director 1 1

The previous AGM of the Company was held on 30th September 2020 and ShriPrithviraj S. Parikh member duly authorized by the Chairman of the Committee waspresent at the last AGM to answer the shareholders queries

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

Constitution of the Stakeholders Relationship Committee

The Board has constituted the Stakeholders Relationship Committee comprising of threemembers i.e. Shri Prithviraj S. Parikh Non-Executive Director Shri Hitesh V. RajaIndependent Non-Executive Director and Smt. Sharmila S. Chitale IndependentNon-Executive Director. Smt. Sharmila S. Chitale is the Chairperson of the Committee. Thecomposition of the Stakeholders Relationship Committee is in compliance with theprovisions of Section 178 of the Act read with rules framed thereunder.

The Committee met 4 (Four) times during the financial year 2020-21 i.e. on 16thJuly 2020 31st August 2020 12th November 2020 and 13thFebruary 2021. The necessary quorum was present for the meeting held during the year.

The composition of the Committee and the attendance of the members of the StakeholdersRelationship Committee during the financial year 2020-21 are as given below:

Number of committee meetings Held

Entitled to attend Attended
Smt. Sharmila S. Chitale Chairman Independent Non-Executive Director 4 3
Shri Prithviraj S. Parikh Member Non-Executive Director 4 4
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 Exchange where the shares of the Company are Listed interms of Regulation 40(9) of the SEBI Listing Regulations. Further the ComplianceCertificate under Regulation 7(3) of the SEBI Listing Regulations confirming that allactivities in relation to share transfer facility are maintained by Registrar and ShareTransfer Agents is also submitted to the Stock Exchange where the shares of the Companyare Listed on a half yearly basis. The previous AGM of the Company was held on 30thSeptember 2020 and Smt. Sharmila S. Chitale Chairperson of the Committee was present atthe last AGM to answer the shareholders queries.

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 share capitalof the Company does not exceed ' 10 crores and net worth does not exceed ' 25 crores as onthe last day of the previous financial year.

16. ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act and theSEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on thebasis of criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc. Additionally the Chairman of the Board wasalso evaluated on key aspects of his role taking into account the views of executivedirectors and non-executive directors in the aforesaid meeting.

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 above criteria are as provided by theGuidance Note on Board Evaluation issued by SEBI.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors. Performanceevaluation of Independent Directors was done by the entire board excluding theIndependent Director being evaluated.

17. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

Every Independent Director Executive Director / Senior Managerial Personnel isfamiliarized about the Company's strategy operations organisation structure humanresources 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

18. CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR

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

19. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company had availed Loan from Shri Prithviraj S. Parikh Chairman and Director ofthe Company during the year under review.

(Amount in Rs.)
Sr. No. Name Opening Balance at the beginning of the year Amount Borrowed Amount Repaid Closing Balance at the end of the year
1. Shri Prithviraj. S. Parikh 3825000 150000 3975000 Nil

The Company has received the declaration from the Director as required under rule2(viii) of the Companies (Acceptance of Deposits) Rules 2014.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

There was no loan or guarantee given or investment made or security provided pursuantto Section 186 of the Act during the financial year under review.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

All the related party transactions entered into by the Company during the financialyear were on an arm's length basis and were carried out in the ordinary course ofbusiness. There are no materially significant related party transactions made by theCompany during the year under consideration with the Promoters Directors or KeyManagerial Personnel which may have a potential conflict with the interest of the Companyat large. All the related party transactions as required under Ind-AS 24 ‘RelatedParty Disclosures' are reported in other explanatory information forming part of thefinancial statements.

Details of related party transactions are regularly placed before the Audit Committeeand also before the Board for its approval. Wherever required prior approval of the AuditCommittee is obtained.

The Company has not entered into any related party transaction during the financialyear pursuant to the provisions of Section 188 of the Act read with Companies (Meetingsof Board and its Powers) Rules 2014 as amended from time to time. Hence disclosure inForm AOC-2 has not been given.

22. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:

a) The Board affirms that the remuneration paid is as per the Remuneration Policy ofthe Company.

b) The percentage increase in the median remuneration of employees in the financialyear is - Nil.

c) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in managerial remuneration: Averagepercentile increase already made in the salaries of employees other than the managerialpersonnel in the last financial year is Nil and the percentile increase in the managerialremuneration is Nil.

d) Number of permanent employees on the rolls of the Company as on 31stMarch 2021 is 4

e) The ratio of the remuneration paid to each Director to the median remuneration ofthe employees of the Company during the financial year 2020-21:

Name of Directors Remuneration Median Remuneration of the employees Ratio
Shri Prithviraj S. Parikh - - -
Shri Hitesh V. Raja - - -
Smt Sharmila S. Chitale - - -

f) The percentage increase in remuneration of Director: Nil.

g) The percentage increase in remuneration of Chief Financial Officer: Nil.

h) The percentage increase in remuneration of Chief Executive Officer : Nil.

i) The percentage increase in remuneration of Company Secretary: Nil.

j) There has been no remuneration or sitting fees paid to the Directors during the yearunder review.

The Company does not have any employee who is drawing a remuneration of ' 10200000/-per annum or ' 850000/- per month as stipulated in the Companies Act 2013 and the rulesmade thereunder. Hence disclosures required under Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 have not been providedduring the year under review.

The Company does not have any scheme or provision of money for the purchase of orsubscription to its own shares by the employees/ directors or by trustees for the benefitof the employees/ directors.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Act read with the rules framed thereunderthe Company has formulated a Whistle Blower Policy for Directors and Employees to reportto the management about the unethical behavior fraud or violation of Company's Code ofConduct. The mechanism provides for adequate safeguards against victimisation of Employeesand Directors who use such mechanism and makes provision for direct access to the Chairmanof the Audit Committee and no personnel of the Company have been denied access to theAudit Committee. The policy is available on the website of the Company at www.eastcoaststeel.com.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to provide an environment which is free of discriminationintimidation and abuse. Pursuant to Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and rules made thereunder the Company has a Policyfor prevention of Sexual Harassment in the Company. All employees (permanent contractualtemporary and trainees) are covered under this policy. Internal Complaints Committee hasalso been set up to redress the complaints received regarding sexual harassment. Therewere no cases reported during the financial year 2020-21.

25. OTHER MATERIAL ORDERS

M/s. M.B. Gupta HUF through Karta Mahesh Chand Gupta and others have filed C.P. No:347/2020 and I.A. No: 701/2020 before the National Company Law Tribunal Chennai againstthe Company and others as and by way of re-litigation of grievances which were alreadydealt with in the previous round of litigation in C.P. No. 56 of 2013 filed by Mr. SureshKumar Jalan and others before the erstwhile Company Law Board Chennai which weredismissed by the said judicial authority on 11th May 2015 and such dismissalhave also been confirmed in Company Appeal No: 20 of 2015 by the Hon'ble High CourtMadras on 26th August 2019.

The Company and others have filed C.P. No: 248 of 2020 and I.A. No. 1177 of 2020 beforethe National Company Law Tribunal Chennai challenging the maintainability of theaforesaid petition filed by the Petitioners viz. M.B. Gupta HUF and others which arepending for hearing before the Hon'ble NCLT Chennai having been adjourned to 5th July2021.

26. RISK MANAGEMENT POLICY

The Company in order to comply with the provisions of the Companies Act 2013 and toprovide an effective mechanism for implementing risk management system had adopted thepolicy on risk management for evaluating and monitoring various risks that could threatenthe existence of the Company. The Company had not faced any major risks and no majordeviations from the actuals as attained by the Company. The Audit Committee has reviewedthe policy periodically. The Board takes overall responsibility for the overall process ofrisk management in the organisation.

The Board shall take note of any future threats and shall report to the Company forformulating an effective mechanism and strategy. The risk management policy is availableon the website of the Company at www.eastcoaststeel.com.

27. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act 2013 an extract ofAnnual Return is annexed hereto as "Annexure- A" and forms part of thisreport.

28. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Shri P. S. Ramnath Practicing CompanySecretaries (CP: 4159; F.C.S. 819) was been re-appointed as the Secretarial Auditors toconduct the Secretarial Audit of the Company for the financial year 2020-21 theSecretarial Audit Report is annexed herewith as "Annexure- B" and formspart of this report.

The Secretarial Audit Report does not contain any adverse remark reservationqualification or disclaimer remark.

29. STATUTORY AUDITORS

M/s. Paresh Rakesh & Associates LLP (earlier known as M/s. Paresh Rakesh &Associates) Chartered Accountants (FRN: 119728W/W100743) were appointed as StatutoryAuditors of the Company for a term of 5 (five) consecutive years i.e. upto the conclusionof 42nd AGM to be held in the year 2025 at the AGM held on 30thSeptember 2020.

The Company has received written consent and certificate of eligibility pursuant to theprovisions of Sections 139 141 and other applicable provisions of the Act and rulesframed thereunder (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force) from M/s. Paresh Rakesh & Associates LLP CharteredAccountants.

Disclosure under Section 143(12) of the Act

The Statutory Auditors of the Company have not reported any fraud or irregularities asspecified under the Second provision of Section 143(12) of the Act (including anyStatutory modification(s) or re-enactment(s) for the time being in force) read with Rule13 of the Companies (Audit and Auditors) Rules 2014 during the financial year underreview.

Statutory Auditor's Report

There are no qualifications reservations or adverse remarks or disclaimers made by theStatutory Auditors in their report for the financial year ended 31st March2021.

30. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India i.e. SS-1 and SS-2 relating to "Meetingsof the Board of Directors" and "General Meetings" respectively.

31. COST AUDIT

The Company is not required to maintain cost record as prescribed by the CentralGovernment under the provisions of Section 148 of the Act in view of the closure of theplant in 1995 and cessation of manufacturing activities. No activities or services havebeen undertaken by the Company since then.

32. INTERNAL AUDITORS

The Board of Directors had appointed M/s. Krishnan & Giri Chartered Accountants(FRN No. 1512S) as Internal Auditors of the Company for the financial year 2020-21.

33. 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 activities. The Company has astandard operating procedure for various activities and operations and follows thisstandard operating procedure for its internal control procedures. The Internal Auditormonitors and evaluates the efficacy and adequacy of internal financial control system inthe Company its compliance with operating systems accounting procedures application ofthe instructions and policies fixed by the senior management at all locations of theCompany. The Audit Committee reviews the report on Internal Control submitted by theInternal Auditors on a quarterly basis.

Based on the assessment carried out by the Audit Committee the internal financialcontrols were adequate and effective and no reportable material weakness or significantdeficiencies in the design or operation of internal financial controls were observedduring the financial year 2020-21.

34. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act your Directors based on the representationsreceived from the Operating Management and after due enquiry hereby confirm that:

a) In the preparation of annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b) They had in consultation with Statutory Auditors selected accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2021 and Profit of the Company for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts for the financial year ended 31stMarch 2021 on a "going concern" basis;

e) They have laid down internal financial controls which are adequate and operatingeffectively;

f) They have devised proper system to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Provisions of Section 135 of the Act and the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 as amended from time to time are not applicable to your Company asthe Company does not fall under any of the criteria specified therein.

36. LISTING

The shares of the Company are listed on BSE Limited. The annual listing fee had beenpaid to the stock exchange before due date.

37. CAUTIONARY STATEMENT

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

38. ACKNOWLEDGEMENT

Your Directors wish to place on record the appreciation and values the dedicatedefforts and contribution made by the employees at all levels. The Directors also wish toplace on record their word of sincere appreciation for the continued support.

For and on behalf of the Board of Directors
Sd/-
Prithviraj S. Parikh
Place : Mumbai Chairman
Date : 30th June 2021 DIN:00106727

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