Your Directors have pleasure in presenting the 27th Annual Report on thebusiness operations of the Company and the audited standalone and consolidated Ind ASfinancial statements for the financial year ended 31st March 2020 along withcomparatives.
Financial Summary and Highlights
The following table shows the operational results of the Company for the year 2019-20as compared to that of the previous year.
( in lakhs)
| ||Standalone Year ended ||Consolidated Year ended |
| ||31/03/20 ||31/03/19 ||31/03/20 ||31/03/19 |
|Revenue from Operations ||7745 ||9746 ||7832 ||9746 |
|Other Income ||33 ||48 ||24 ||47 |
|Total Revenue ||7778 ||9794 ||7856 ||9793 |
|Expenditure ||7317 ||9358 ||7431 ||9367 |
|Profit before Interest Depreciation and Tax ||461 ||436 ||425 ||426 |
|Depreciation/Amortisation/ Impairment ||247 ||263 ||250 ||264 |
|Profit (loss) before Finance Costs and Tax ||214 ||173 ||175 ||162 |
|Financial Cost ||324 ||362 ||325 ||362 |
|Profit (Loss) before Tax ||(-)110 ||(-)189 ||(-)150 ||(-)200 |
|Tax Expense ||2 ||(-)18 ||2 ||(-)19 |
|Profit (Loss) for the year ||(-)112 ||(-)171 ||(-)152 ||(-)181 |
|Other comprehensive income/ (loss) (net of tax expenses) ||(-)6 ||(-)20 ||(-)6 ||(-)20 |
|Total comprehensive (loss)/income for the period ||(-)118 ||(-)191 ||(-)158 ||(-)201 |
FY 2019-20 was a challenging fiscal for the Company. Financial performance has beensubdued on the back of continued weakness in demand in the automobiles sector in generaland commercial vehicles in particular. In addition raw material prices are running atlower levels which have impacted revenues. Gross product margins and operating marginssaw expansion as we maintained strong control over organizational expenses which allowedthe Company to report cash profits. Compared to previous FY the PBIDT has improved by5.73%. While collection cycles have been elongated we have been trying to balance workingcapital requirements by getting better payment terms with vendors.
Lockdown imposed by the Governments to manage the spread out of Corona virus pandemichas disrupted the supply chains and temporarily halted the operations at various locationsand branches. Inventory transit from factory to retreaders came to a halt. As the demanddeclined during the lockdown inventory has risen to its highest ever at the factory andother locations. We are expecting to revive our operations once lockdown measures arerelaxed and normalcy is regained and the management is of the view that the currenteconomic conditions bottoming out over the next few months and demand should start lookingup thereafter. We also see that the prevailing slowness enable further adoption ofcost-effective re-treading solutions by fleet owners and other customers therebyexpanding the market for organized sector players such as Eastern Treads. The operationsare exhaustively discussed in Management Discussion and Analysis' forming part ofthe annual report.
Our Company is also leveraging our fleet-owner relationships gained through theacquisition of logistics technology company Shipnext Solutions Private Limited. Thelogistics sector has always been the backbone for growth in India and its success dependson its capability to offer cost effective flexible efficient and prompt services fortransportation. Applying information technology in B2B and B2C logistic space will addressthese challenges. Our Company is holding 55% shareholding in Shipnext.
With the ongoing Corona virus pandemic working remotely has become the new normal anddependency on digital capabilities is critical for any business operations. IT platformwhich enable and facilitate industry members to identify service providers like logisticpartners will be an essential requirement in this digital era. Shipnext with its ITsoftware aims to bring transporters and customers on a single technological platform. Ithelps customers to obtain the best possible rates for their shipments with real timetracking of shipments ensure fast and safe delivery and prompt release of payment to thetransporters.
In view of the loss incurred during the year the Board of Directors of your Companyhas decided not to transfer any amount to the reserves for the year under review.
In view of loss incurred during the year under review and losses of earlier years yourDirectors do not recommend any dividend during the year under review.
Material Changes and Commitments
There have been no material changes and commitments which affect the financialposition of the Company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report
Capital and Debt Structure
About 34.61% of the paid up equity share capital of the Company are held by a largenumber of public shareholders. The category-wise shareholdings are reported in the"Extract of Annual Return" forming part of the annual report. Your
Company has neither issued any shares with differential voting rights nor has grantedany stock options or sweat equity. None of the Directors or the Key Managerial Personnelof the Company holds instruments convertible into equity shares of the Company.
As per the terms of issue (as varied) the outstanding Zero Coupon RedeemablePreference Shares are liable to be redeemed at the rate of rupees One Crore every year ina phased manner. The Company has the option to stretch the redemption until 9thFebruary 2029 being the date of expiry of twenty years from the date of the originalallotment of Preference Shares viz. 9th February 2009. While the first trancheof redemption of rupees One Crore was made in FY 2016-17 no redemption was made insubsequent financial years including FY 2019-20. The Board of Directors at its meetingheld on 14th February 2019 approved the proposal to convert 900000Outstanding Redeemable Preference Shares of 100/- each aggregating to 900 Lakhs intoEquity Shares of 10/- each by issue of equity shares through Preferential Allotment routeto the Preference Shareholders as consented by them on that date.
The Preferential allotment proposed shall be for such number of shares and at suchissue price per equity share as may be discovered in accordance with the provisions ofSection 62(1)(c) of Companies Act 2013 read with Rule 13 of Companies (Share Capital andDebentures) Rules 2014 the applicable provisions of Rule 14 of Companies (Prospectus andAllotment of Securities) Rules 2014 and in compliance of Chapter V of SEBI (Issue ofCapital and Disclosure Requirements) Regulations 2018 and SEBI (Substantial Acquisitionsof Shares and Takeovers) Regulations 2011; for a value not exceeding 900 Lakhs subjectto obtaining Equity shareholders' approval and other regulatory approvals as may berequired.
The outstanding Redeemable Preference Shares shall upon approval of equity shareholdersbe treated as Convertible Preference Shares with effect from the date of EquityShareholders' approval till the date of the completion of the conversion. Consideringthat Kerala State Industrial Development Corporation (KSIDC) is also a PromoterShareholder the Board has expressed the need to obtain their consent prior to proceedingwith the Equity Shareholders' approval. Company is in the process of getting approval fromKSIDC to take further steps for the proposed conversion of Preference Shares.
Directors and Key Managerial Personnel
Mr. M.E. Mohamed Managing Director Mr. Mohammed Sherif Shah Chief Financial Officerand CS. Baiju T. Company Secretary are the Whole-time Key Managerial Personnel. None ofthe Directors is disqualified under Section 164 of the Companies Act 2013. Mr. NaijuJoseph having DIN: 00419362 Director retires by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment. The Board recommends hisappointment.
Mr. K.S. Neelacanta Iyer (DIN: 00328870) Mr. M.S. Ranganathan (DIN: 00254692) Mrs.Rani Joseph (DIN: 07423144) are the Independent Directors of the Company.
Declaration by Independent Directors
The Board has considered the declarations given by independent directors under Section149 (7) stating that they meet the criteria of independence complied with the Code forIndependent Directors and that they are not aware of any circumstance or situation whichexist or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgment and without any externalinfluence and are independent of the management.
Four Board meetings were held during the year. Details of Board meetings are includedin Corporate Governance Report.
Committees of the Board
The Company is having five Board Committees Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee Risk Management Committee andShare Transfer Committee. Details of all the committees along with their main termscomposition and meetings held during the year under review are provided in the Report onCorporate Governance a part of this Annual Report. The Board has accepted allrecommendations of the Audit Committee during the year under review.
The Board has annually evaluated the performance of the Board its committees andindividual directors. The Board evaluated the performance of Non-Executive and IndependentDirectors. All the Directors are eminent personalities having wide experience in the fieldof business industry and administration. Their presence on the Board is advantageous andfruitful in taking business decisions. Further details of Board evaluation are provided inthe Report on Corporate Governance.
Remuneration of Directors and Employees
The Board has considered the Company's policy on directors' appointment andremuneration including criteria for determining qualifications positive attributes andindependence of a director. The information required pursuant to Section 197 of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed as Annexure -1 and forms part of thisReport. No Directors of the Company has received any remuneration from the subsidiarycompany.
Directors' Responsibility Statement
Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act 2013 yourDirectors confirm that:-
(a) In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed and that there are no material departures.
(b) Selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of your Company at the end of the financial year and of the profit of theCompany for that period.
(c) Taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof your Company and for preventing and detecting fraud and other irregularities.
(d) Prepared the Annual Accounts on a going concern basis.
(e) Devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
(f) Had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively.
Internal Financial Controls
Internal financial control and their adequacy are included in the Management Discussionand Analysis forming part of this report.
Frauds reported by the Auditor if any.
The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso to Section 143(12) of the Act.
Performance and financial position of the subsidiaries associates and joint ventures
Pursuant to Section 129(3) of the Companies Act 2013 ("Act") theconsolidated financial statements of the Company and its subsidiary prepared inaccordance with the relevant Accounting Standard specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014 form part of this Annual Report.
Pursuant to the provisions of the said section a statement containing the salientfeatures of the financial statements of the Company's subsidiary in Form AOC-1 is given inthis Annual Report as Annexure - 2. Further pursuant to the provisions of Section 136 ofthe Act the standalone financial statements of the Company consolidated financialstatements of the Company and the relevant consolidated financial statements and separateaudited financial statements along with other relevant documents in respect ofsubsidiaries are available on the website of the Company. Except Shipnext SolutionsPrivate Limited the Company do not have subsidiaries associates and joint ventures.
The Company has not accepted any fixed deposits during the year to which the provisionsof Section 73 of the Companies Act 2013 are applicable.
Corporate Social Responsibility
Company has generally taken corporate social responsibility (CSR) initiatives. Howeverthe present financial position of the Company does not mandate the implementation of CSRactivities pursuant to the provisions of Section 135 and Schedule VII of the CompaniesAct 2013.
Particulars of Loans Guarantees or Investments
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013 are given in the notes to the Financial Statement. Company has invested 2.59 Lakhs inShipnext Solutions Private Limited and hold 55% shareholding (1441550 Equity shares of 1/-each) by share purchase from its shareholders at the agreed price of Re.0.18 per share.The Board of directors of the Company has further agreed to provide financial assistanceto Shipnext Solutions Private Limited in the form of loan or to give guarantee or providesecurity in connection with a loan taken by it up to limit 250 Lakhs on requirement basis.In the previous Annual General Meeting the shareholders grated the permission to the Boardto provide financial assistance to subsidiary company not exceeding 10 Crores over andabove the limit as prescribed under Section 186 of the Companies Act 2013.
Contracts or Arrangements with Related Parties
There were no materially significant related party transactions which could have had apotential conflict with the interests of the Company. Transactions with related partiesare in the ordinary course of business on arm's length and are periodically placed beforethe Audit Committee and Board for its approvals and the particulars of contracts enteredduring the year in Form AOC-2 is enclosed as Annexure - 3.
The Board of Directors as recommended by the Audit Committee adopted a policy toregulate transactions between the Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the Rules thereunder and the ListingAgreement. The policy on Related Party Transactions as amended in line with SEBI (LODR)(Amendment) Regulations 2018 is available on the website of the Company. The details ofthe transactions with related parties during the financial year are provided in thefinancial statements.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Your Company continues its efforts to improve energy conservation and utilization mostefficiently to nurture and preserve the environment and to exploit all its avenues toadopt latest technology in its operations. The information required under Section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 regarding Conservation of Energy Technology Absorption Foreign Exchange Inflow andOutflow are given in Annexure - 4 to this report.
Company has developed and implemented a risk management policy and formed a RiskManagement Committee to address and evaluate various risks impacting the Company and areport on risk management is provided in this Annual Report in Management Discussion andAnalysis.
A Vigil Mechanism for directors and employees to report genuine concerns has beenestablished as required under the provisions of Section 177 of the Companies Act 2013.The Vigil Mechanism Policy has been uploaded on the website of the Company.
Material Orders of Judicial Bodies / Regulators
No significant and material orders were passed by Courts Tribunals and otherRegulatory Authorities affecting the going concern status of the Company's operations.
Secretarial Audit Report
The secretarial audit report on the compliance of the applicable Acts Laws RulesRegulations Guidelines Listing Agreement Standards etc. as stipulated by Section 204 ofthe Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report as Annexure - 5. The findingsof the audit have been satisfactory.
Statutory Auditors and Auditors' Report
M/s. Walker Chandiok & Co LLP Chartered Accountants Kochi were appointed as theAuditors of the Company at the Annual General Meeting held on 6th July 2017 tohold office for a period of 5 consecutive years. Necessary certificate and consent hasbeen obtained from the Auditors as per Section 139(1) and 141 of the Companies Act 2013and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors ofthe Company. They Auditors have confirmed that they hold a valid certificate issued by thePeer Review Board of the ICAI. Since ratification by Shareholders every year for theappointment of the Statutory Auditors is not required the Notice of ensuing Annual GeneralMeeting does not include the proposal for seeking Shareholders approval for ratificationof Statutory Auditors appointment.
The Auditors' Report on the financial statement of the Company forms part of thisAnnual Report and it does not contain any qualifications reservations or adverse remarksor disclaimer. The Auditor's observations are suitably explained in notes to the Accountsand are self-explanatory.
Cost Records and Cost Audit
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 the Cost Audit Report is not mandatorily applicable to ourCompany for the financial year hence no such audit has been carried out during the year.The Cost accounts and records as required to be maintained under Section 148 (1) of Actare duly made and maintained by the Company.
Compliance with Secretarial Standards
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board meetings and Annual General Meetings.
Corporate Insolvency Resolution Process
No application filed for corporate insolvency resolution process by financial oroperational creditor or by the Company under The Insolvency and Bankruptcy Code 2016before the National Company Law Tribunal during the year.
The Board of Directors approved the proposal to convert 900000 outstandingRedeemable Preference Shares into Equity Shares by issue of equity shares throughPreferential Allotment route to the Preference Shareholders. Company is in the process ofgetting required approvals to take further steps for the proposed conversion of PreferenceShares.
In compliance with Section 134 of the Act the Annual Return is uploaded on Companieswebsite and can be accessed at www.easterntreads.com. Extract of Annual Return in Form MGT9 pursuant to Section 92 of Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 is annexed herewith as Annexure 6.
Corporate Governance Report
Your Company has been complying with the principles of good Corporate Governance overthe years and is committed to the highest standards of compliance. Pursuant to the ListingAgreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015 the compliancewith the corporate governance provisions as specified in regulations 17 to 27 and clauses(b) to (i) of Regulation 46(2) and para C D and E of Schedule V shall not apply theCompany. However as a good Corporate Governance practice the Company has generallycomplied with the Corporate Governance requirements and a report on Corporate Governanceis annexed as Annexure - 7 and forms part of this Report.
Management Discussion and Analysis Report
As required under SEBI (LODR) Regulations 2015 the Management Discussion and AnalysisReport is annexed as Annexure 8 and forms part of this Report.
Listing and Dematerialisation
The equity shares of the Company are listed on the BSE Limited. Shareholders arerequested to convert their holdings to dematerialized form to derive its benefits byavailing the demat facility provided by NSDL and CDSL.
Employee Wellbeing and Safety
Your Company has implemented policies and procedures with the objective of ensuringemployee safety security and wellbeing at the workplace. As stated in our Code ofConduct we are committed to provide a gender friendly workplace equal opportunities formen and women prevent/redress sexual harassment and institute good employment practices.The Company has adopted policy on prevention of sexual harassment in line with therequirements of the Sexual Harassment of Women at the work place (Prevention Prohibitionand Redressal) Act 2013.
Internal Complaints Committee has been set up to redress complaints received regardingsexual harassment. All employees (permanent contractual temporary trainees) are coveredunder this policy. The following is a summary of sexual harassment complaints received anddisposed of during the year:
|a) Number of complaints pending at the beginning of the year ||: ||Nil |
|b) Number of complaints received during the year ||: ||Nil |
|c) Number of complaints disposed off during the year ||: ||Nil |
|d) Number of cases pending at the end of the year ||: ||Nil |
Your Directors wish to place on record their gratitude to Bankers Share TransferAgents Auditors Customers Suppliers and Regulatory Authorities for their timely andvaluable assistance and support. The Board values and appreciates the professionalismcommitment and dedication displayed by employees at all levels. Your Directors arethankful to the shareholders for their continued support and confidence.
| ||For and on behalf of the Board |
|Kochi ||Navas M Meeran |
|29 June 2020 ||Chairman |
| ||DIN: 00128692 |
SECRETARIAL AUDIT REPORT
For the financial year ended 31st March 2020
Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014
EASTERN TREADS LIMITED CIN: L25119KL1993PLC007213.
We BVR & Associates Company Secretaries LLP have conducted the secretarial auditof the compliance of applicable statutory provisions and the adherence to good corporatepractices by Eastern Treads Limited [CIN: L25119KL1993PLC007213] (hereinafter called theCompany). The Secretarial Audit was conducted in a manner that provided us a reasonablebasis for evaluating the corporate conducts/statutory compliances and expressing ouropinion thereon.
Based on our verification of Eastern Treads Limited's books papers minutes bookforms and returns filed and other records produced to us and according to the informationand explanations given to us by the Company we hereby report that in our opinion theCompany has during the audit period covering the financial year ended on 31/03/2020complied with the provisions of the Companies Act 2013 (Act) and the Rules made thereunder the Memorandum and Articles of Association of the Company and also applicableprovisions of the aforesaid laws standards guidelines agreements etc.
We have examined the books papers minute books forms and returns filed and otherrecords maintained by Eastern Treads Limited ("the Company") for the financialyear ended on 31/03/2020 according to the provisions of:
1. The Companies Act 2013 and the Rules made there under.
2. The Securities Contracts (Regulation) Act 1956 (SCRA') and the Rules madethere under.
3. The Depositories Act 1996 and the Regulations and Bye-laws framed there under.
4. Foreign Exchange Management Act 1999 and the applicable rules and regulations madethere under.
5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011. b) The Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 1992 and 2015. c) The Securities and Exchange Board ofIndia (Issue of Capital and Disclosure Requirements) Regulations 2009. d) The Securitiesand Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008. e)The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. f) The Securities and Exchange Board of India(Depositories And Participants) Regulations 1996 g) The Securities and Exchange Board ofIndia (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999.h) The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations 1993 i) The Securities and Exchange Board of India (Buyback ofSecurities) Regulations 1998
6. The Listing Agreement has been entered into by the Company with Bombay StockExchange.
7. As informed to us the following other Laws specifically applicable to the Company asunder:
|1) The Factories Act 1948. |
|2) The Competition Act 2002. |
|3) The Kerala Panchayat Raj Act 1994. |
|4) Sexual Harassment of Women at the Work Place (Prevention Prohibition and Redressal) Act 2013. |
|5) The Petroleum Act 1934 |
|6) The Rubber Act 1947 |
We have also examined compliance with the applicable clauses of the following:
1) Secretarial Standards issued by The Institute of Company Secretaries of India.
During the period under review the company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to theobservations noted against each legislation.
In respect of other laws specifically applicable to the Company we have relied oninformation/ records produced by the Company during the course of our audit and thereporting is limited to that extent.
We report that during the year under review:
1) The status of the Company during the financial year has been that of a Listed PublicCompany.
2) The Company has not been a subsidiary of another company whereas company has asubsidiary company invested during the financial year 2018-19. The Company has investedinto the Equity Share Capital (55%) of Shipnext Solutions Private Limited .The Company isa Listed Public Company.
3) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Woman Director. Adequate notice is givento all directors to schedule the Board Meetings and agenda and detailed notes on agendaare sent at least seven days in advance a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetings and for meaningfulparticipation at the meetings. Majority decision is carried through while the dissentingmembers' views are captured and recorded as part of the minutes.
4) The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the code ofBusiness Conduct & Ethics for Directors and Management Personnel.
5) The Directors have complied with the requirements as to disclosure of interests andconcerns in contracts and arrangements shareholdings/debenture holdings and directorshipsin other companies and interests in other entities.
6) The Company has not advanced loans given guarantees and provided securities todirectors and/or persons or firms or companies in which directors were interested.
7) The Company has made loans and investments to its subsidiary Company or providedsecurities and guarantees during the previous financial year and the Company has compliedwith the provisions of the Companies Act 2013 and any other statutes as may beapplicable.
8) The amount borrowed by the Company from its directors members bank(s)/ financialinstitution(s) and others were within the borrowing limits of the Company. Such borrowingswere made by the Company in compliance with applicable laws.
9) The Company has not defaulted in the repayment of unsecured loans facilitiesgranted by bank(s)/financial institution(s) or non-banking financial companies. TheCompany has not issued Debentures / collected Public Deposits.
10) The Company has created /modified or satisfied charges on the assets of the Companyand complied with the applicable provisions of Companies Act 2013 and other Laws.
11) All registrations under the various States and Local Laws as applicable to theCompany are valid. 12) The Company has not issued and allotted the securities during theperiod under scrutiny. 13) The Company has not declared and paid dividends to itsshareholders during the period under scrutiny 14) The Company has not issued debenturesand not accepted fixed deposits.
15) The Company has paid all its statutory dues and satisfactory arrangements have beenmade for arrears of any such dues.
16) The Company being a listed entity has complied with the provisions of the ListingAgreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
17) The Company has provided a list of statutes in addition to the laws as mentionedabove and it has been observed that there are proper systems in place to ensure complianceof all laws applicable to the company.
We further report that:
1. The Company has followed the Secretarial Standards issued by the Institute ofCompany Secretaries of India.
2. The Company has complied with the provisions of Equity listing Agreements and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 entered into with Bombay Stock Exchange.
3. The Company has complied with the provisions of the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011.
4. The Company has complied with the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 1992 and 2015 including the provisionswith regard to disclosures and maintenance of records required under the Regulations.
5. The provisions of the Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009 are not applicable for the company during theperiod under scrutiny.
6. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 with regard to grant of Stock Options andimplementation of the Schemes are not applicable for the company during the period underscrutiny.
7. The provisions of Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008 are not applicable for the company during the period underscrutiny.
8. The Company has complied with the provisions of the Securities and Exchange Board ofIndia (Registrars to an Issue and Share Transfer Agents) Regulations 1993.
9. The provisions of the Securities and Exchange Board of India (Buyback of Securities)Regulations 1998 with regard to buy back of Equity Shares are not applicable for theCompany during the period under scrutiny.
10. The Company has complied with the provisions of the Securities and Exchange Boardof India (Depositories and Participants) Regulations 1996 including the provisions withregard to disclosures and maintenance of records required under the Regulations;
11. The Company had complied with the provisions of The Competition Act 2002 withregard to prohibition of anticompetitive agreements abuse of dominance and ensuring ofcompetition advocacy. As per the verification the Company is ensuring fair competition inthe market among its competitors.
We further report that:
The compliance with regard to the following Acts is pointed out below:
1. The Factories Act 1948 a. Factory license valid as on the report date till 31stDecember 2020. b. Statutory registers as per Factories Act has been maintained.
2. The Competition Act 2002
Overall Compliance under the Act complied by the Company.
3. The Kerala Panchayat Raj Act 1994. a) The Panchayati Raj License is valid up to31/03/2021.
b) The License to Dangerous and Offensive Trades is valid up to 31/03/2021 and theCompany has complied with the provisions of this Act.
4. Sexual Harassment of Women at the Work Place (Prevention Prohibition and Redressal)Act 2013
a. The Company has a Policy and has constituted a committee against the SexualHarassment of Women at Work Place and the policy has been published in the website of thecompany.
b. As per the information and records available from the Company there were nocomplaints during the financial year in this regard and the Company ensures protection tothe women employees.
5. The Petroleum Act 1934 a. Overall Compliance under the Act complied by the Company.
b. The Company has obtained a valid license from the Petroleum & explosives safetyorganization and the license is valid up to 31/12/2022
6. The Rubber Act 1947 a. Overall Compliance under the Act complied by the Company. b.The License from Rubber Board for acquisition and sale is valid till 31/03/2023 .
7. The Company has obtained integrated consent to operate license from Kerala StatePollution Control Board and the same is valid up to 30/06/2023.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
| ||FOR BVR & ASSOCIATES COMPANY SECRETARIES LLP |
| ||CS N BALASUBRAMANIAN |
| ||Designated Partner |
|Ernakulam ||FCS No. F6439 |
|27 June 2020 ||C P No.: 4996 |
| ||UDIN: F006439B000391758 |