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Emami Paper Mills Ltd.

BSE: 533208 Sector: Industrials
NSE: EMAMIPAP ISIN Code: INE830C01026
BSE 00:00 | 19 Oct 161.90 -2.65
(-1.61%)
OPEN

164.25

HIGH

164.75

LOW

160.35

NSE 00:00 | 19 Oct 161.95 -2.75
(-1.67%)
OPEN

164.65

HIGH

165.00

LOW

160.45

OPEN 164.25
PREVIOUS CLOSE 164.55
VOLUME 372135
52-Week high 214.90
52-Week low 60.60
P/E 17.24
Mkt Cap.(Rs cr) 980
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 164.25
CLOSE 164.55
VOLUME 372135
52-Week high 214.90
52-Week low 60.60
P/E 17.24
Mkt Cap.(Rs cr) 980
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Emami Paper Mills Ltd. (EMAMIPAP) - Director Report

Company director report

Your Directors take pleasure in presenting their Thirty Eighth Annual Report togetherwith the Audited Statement of Accounts for the year ended March 312020.

FINANCIAL SUMMARY

Particulars 2019-20 2018-19
Rs.in crores Rs.in crores
Operational income 1519.14 1542.03
Profit before Finance Cost Depreciation & Taxation (PBIDT) 247.92 263.43
Less: Finance Cost & Foreign Exchange Fluctuations 152.91 127.79
Profit Before Depreciation & Tax (PBDT) 95.01 135.64
Depreciation & amortization 72.53 69.40
profit Before taxation 22.48 66.24
Less : Provision for Current taxation - 13.38
MAT Credit entitlement - - (13.38) -
Current Income Tax for the previous year 0.27 (0.87)
Provision for deferred tax 5.66 5.93 23.12
profit after tax before Exceptional items 16.55 43.99
Exceptional items
Expansion Project Abandonment Expenditure (27.00) -
profit/loss for the year after exceptional items (10.45) 43.99
Add: Surplus brought forward 53.33 18.08
Less: Effect of adopting Ind- AS 116 (0.23) -
Balance available for appropriation 42.65 62.07
Appropriations
Dividend on Equity Shares 7.26 7.26
Corporate Dividend Tax 1.49 1.48
Balance carried forward 33.90 53.33

PERFORMANCE HIGHLIGHT

During the financial year 2019-20 the Company recorded satisfactory performance byachieving Revenue and EBITDA of ' 1519.14 crores and ' 247.92 crores as against '1542.03crores and ' 263.43 crores respectively for 201819. These results were driven by highersales volume higher sales price realization and lower input cost in H2 of the year.However performance impacted during H1 by subdued demand dumping of newsprint at cheapprices economic slowdown etc. The production of all grade of paper & paperboard in H1was 150105 Mt and same was increased to 163540 Mt in H2 of the current year even afterlockdown from 24th March 2020. The Company is continuously focusing onimproving operating efficiencies and reducing manufacturing cost with increased productionfor better financial performance.

Your Company has maintained its leadership position in the high-end packaging boardsegment and continues to consolidate its preferred supplier status amongst leading end-usecustomers & brands. Further your Company remains confident of fortifying its marketstanding in the paper & paperboard segment leveraging its superior strategiesexecution excellence investments in technology and a future ready product portfolio.

OPERATIONS AND OUTLOOK

Your Company has achieved remarkable performance with all-round growth of Multi-layerCoated Board plant and recorded 176757 MT board production despite 8 days shut-down dueto lockdown in March 2020 as against 178534 MT during 2018-19. The packaging board plantcapacity increased from 180000 TPA to 200000 TPA during the year. Your Company'sresolute focus on top end quality products superior consumer insights enhanced servicelevel with better logistic arrangements a strategy of continuous innovation improvedmanufacturing efficiencies and value creation has helped to sustain leadership position inthe Industry.

Considering the changed and challenging scenario your company has incorporatedflexibility in paper machines to manufacture writing & printing paper in second halfof the year and produced 34775 Mt value added writing & printing paper. Theflexibility to manufacture writing and printing paper and newsprint on all paper machineshave improved productivity and profitability of the company remarkably. The companydeveloped a brand"Solitaire"for the high end writing & printing segments andhas become a leading quality player and captured sizable market share in the eastern Indiaand established its presence in other region also. However Newsprint industry witnessed acontinued depressed market scenario during the year due to higher volume of imports atcheap rates (dumping). The Director General of Trade Remedies has initiated antidumpinginvestigation concerning imports of Newsprint in January 2020.

Continuing with the system of benchmarking the manufacturing processes against industrybest practices upgradation of real time quality assurance systems and induction ofstate-of-the-art technology for its products in writing & printing and packaging boardvariants were carried during the year and achieved higher levels of productivity andproduct excellence. These initiatives coupled with in-house design and developmentexpertise and innovation capabilities have further improved the speed-to-market for newlaunches and augmented the innovation pipeline of the writing & printing business.

The Company implemented several initiatives encompassing cost management supply chainoptimisation smart procurement long term coal linkages and productivity improvementthrough automation which helped in absorbing escalation in input costs productdevelopment etc.

The state-of-the-art manufacturing facilities along with market leadership in valueadded paperboards writing & printing paper and newsprint world class productquality established supply chain system strategically positions your company to furtherenhance its leadership status in the Indian Paperboard and Paper Industry.

GUJARAT PROJECT

Considering unfavorable market conditions financial stress & crisis in theinternational market economically viable manufacturing of paperboard at green field siteis getting extremely difficult. The Company doesn't see the present business environmentgoing to change in a short period of time and has surrendered the allotted plot at SaykhaIndustrial Estate District Bharuch Gujarat.

CORONAVIRUS UPDATE

Emami Paper Mills Limited (EPM) is closely monitoring the global outbreak ofcoronavirus (COVID-19) and the Company has implemented a number of measures to protectemployees communities and operations so that the supply and movement of materials as wellas the services are not impacted.

Beyond basic actions like encouraging employees to intensify their personal hygienepractices and instituting significant travel restrictions the Company is taking followingsteps to ensure business continuity during this challenging and unpredictable period:

Permitting for non-critical operations employees to work from home and to conductmeetings electronically to avoid the spread of germs during face-to-face interaction

Implementing a social-distancing program at our sites in which people are encouragedto maintain a distance of 2 meters from co-workers contractors and others such as truckdrivers transporting materials to and from our sites

Limiting the number of outside contractors vendors and visitors at our sites aswell as face-to-face interactions between EPM employees and outsiders

Maintaining safety inventories that would allow us to continue production in theevent of a supply-chain interruption

Working closely with our suppliers vendors and customers - and identifyingalternative inputs and logistics sources and routes - to minimise the risk of supply-chaindisruptions

Growing fears and uncertainty surrounding the pandemic are expected to cause atemporary slowdown in economic activity. In Paper and Paper Board business thecoronavirus pandemic will be a factor at least for the first half of 2020-21. With therapidly changing conditions the impact on volumes growth and financials cannot bereasonably estimated at this time as the duration and scope of disruptions to industryremain largely unclear.

DIVIDEND

In view of the Covid 19 and extraordinary circumstances your Directors have notrecommended any dividend for the financial year ended 31st March 2020.

ENVIRONMENT MANAGEMENT

Your Company's approach towards environmental protection is guided by the Company'sEnvironmental Policy commitment towards a sustainable planet a clean environment and ahealthy workplace for its employees. The Company focuses on environmental management notonly to comply with the applicable regulatory regime but also strives to contributepositively to the communities around its operations through varied community initiativesencouraging biodiversity and natural resource conservation.

To meet its environmental objectives the Company adopts the following:

Compliance to all relevant legislative requirements.

Minimize Pollution Load of Liquid Discharge as well as

Air Emission.

Stimulate rational use of resources through behavioural and technologicalimprovements.

Minimizing waste and maximizing recycling/ reuse.

Creating Human Awareness in Environment Health and Safety.

Promoting comprehensive programs for continual improvement of Environmentalperformance.

Reducing specific energy consumption and thereby reducing the associated greenhousegas emission.

Your Company has adopted one of the best Integrated Management Systems (IMS) certifiedby DNV-GL (a member of Det Norske Veritas group Netherlands) through their rigoroussurveillance and certification audits encompassing the following:

ISO 9001:2015 - Quality Management System

ISO 14001:2015 - Environment Management System

OHSAS 18001:2007 - Occupational Health & Safety Management System.

Your Company has also been practicing TPM with an objective to achieve zero defect zerobreakdowns zero pollution and zero loss.

At Emami Paper significant progress has been made in energy conservation with theinstallation of energy efficient equipment. Various measures and equipment installed aspart of the Energy Conservation measures have been elaborated elsewhere in this reportunder the relevant head.

On the Environment front some of the vital environment control equipment andmonitoring devices installed and maintained by the company are;

Online Ambient air quality monitoring system (3 Nos.)

Online stack emission monitoring system (3 Nos.) with remote calibration facility

Online effluent monitoring system for final discharge water at ETP

Online groundwater level monitoring system (2 Nos.)

State-of-the-art effluent treatment plant (ETP) - Augmented further to meet the morestringent standards proposed by CPCB. Additional facilities include Equalisation tankFlash tank and Flocculation tank before primary clarifier Upflow Anaerobic Sludge BlanketReactor (UASBR) before the aerobic system Online DO monitoring device in the aerationbasin Bio-gas scrubber with flaring unit and MultiGrade Filter (MGF) followed bychlorination.

Air pollution control through ESP pneumatically operated Ash conveying systemwherein Ash is conveyed through pipelines Dust Suppression System Ash conditionerinstalled on Ash silos for conditioning Ash before unloading onto the trucks WaterSprinkling System on Coal conveyors etc.

Decanter for secondary sludge dewatering

Rainwater harvesting through 20 Nos of recharge well

Your Company is also pleased to report that:

100% of fly ash is used for fly ash bricks manufacturing.

Massive green belt development has been undertaken in and around the Companypremises

A large percentage of water from our Effluent Treatment plant is utilized foragricultural and plantation purposes discharge to the Sapna Nala is minimized.

The entire quantity of Primary sludge from the Effluent Treatment Plant is fired inPower Boilers as cofuel which therefore contributes towards generating Steam and Power.

A new Domestic Solid Waste Management system has been commissioned wherein theOrganic Domestic Waste is treated through Vermicomposting and converted into Organicmanure.

During the year a new Clari-flocculator was installed at the Board Machine whichhas enabled the clarified water to be reused within the Board Machine and only the excessis sent to ETP for further treatment and disposal.

A New SewageTreatment Plant (STP) for the residential colony has been installed andcommissioned.

The assets and systems mentioned above have enabled the Company to safeguard theenvironment and also to meet all statutory norms. As part of measures for long termsustainable growth your Company continuously provides resources to offer betterprotection to the environment and conserve natural resources.

SHARE CAPITAL

The company has neither issued shares with differential voting rights nor granted stockoptions or sweat equity.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) & UNPAID/UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 124 of the Companies Act 2013 and otherapplicable provisions of the Companies Act 2013 and rules made thereunder unclaimeddividend amount of '66013/- of the Company for the Financial year 31st March2012 has been transferred to the Investor Education and Protection Fund (IEPF) establishedby the Central Government pursuant to Section 125 of the Companies Act 2013 on26.09.2019.

During the year 4990 Nos. equity shares have been transferred to IEPF.

The Company has transferred an amount of ' 163024.80 towards dividend to IEPF on theshares which were already transferred to IEPF till date.

In terms of section 125 of the Companies Act 2013 the unclaimed or unpaid Dividend isdue for remittance to the Investor Education and Protection Fund established by theCentral Government in accordance with the schedule given below:-

financial year Dividend ID No. last date of payment of dividend Total Amount of Dividend (in ') unclaimed Dividend as on 31.03.2020 last date for transfer to I.E.p.F. on
2012-13 31st 11/09/2013 36300000 99385.80 16/09/2020
2013-14 32nd 09/09/2014 36300000 97523.40 14/09/2021
2014-15 33rd 09/09/2015 36300000 94495.80 14/09/2022
2015-16 34th 08/09/2016 36300000 99232.80 13/09/2023
2016-17 35th 31/08/2017 72598860 202544.40 05/09/2024
2017-18 36th 04/09/2018 72598860 142267.20 09/09/2025
2018-19 37th 22/08/2019 72598860 134283.60 27/08/2026
Total: 362996580 869733.00

Note: There is no unclaimed dividend on 8% Cumulative Redeemable Non-convertiblePreference Shares issued by the Company.

Details of unclaimed dividend is available on the Company's website www.emamipaper.in

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report andprovides details of the overall industry structure developments performance and state ofaffairs of the Company along with internal controls and their adequacy Risk ManagementSystems and other material developments during the Financial Year.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Venture/ Associate Companies.

details of deposits

The Company has neither accepted nor renewed any deposits under section 73 of theCompanies Act 2013 during the year under review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure i andis attached to this Report.

extract of annual return

The extract of Annual Return in form MGT-9 is given in Annexure ii to the Report.

corporate SOCIAL responsibility (CSR) initiatives

The company has formulated the policy for development and implementation of CorporateSocial Responsibility as also required under Section 135 of the Companies Act 2013.

Further the information pursuant to Section 134(3)(o) of the Companies Act 2013 andRule 9 of the Companies (Corporate Social Responsibility) Rules 2014 is given in Annexureiii outlining the main initiatives during the year under review.

GROWTH WITH SOCIAL RESPONSIBILITY:

Corporate Social Responsibility in Emami is not just about this mandate but also aboutworking towards improving the lives of the communities we touch. Emami has initiated &implemented a number of CSR programs for improving the life of largely under privilegedpeople for Community living Education Health Skill Development Rural DevelopmentEnvironmental Sustainability Animal Welfare Women Empowerment Promotion of Sports Art& Culture etc. in and around of Mill. Our culture enables us to pursue our missionwith a growth mindset. It's a continuous practice of learning and renewal.

Education being one of the major thrust areas Emami have been directed in five majorareas namely Infrastructural support to local educational institutions ScholarshipProgram the 'Bal Vikas' Program Free Distribution of exercise notebooks and CapacityBuilding through Community Teachers. The company is operating free Homeopathic Ayurvediccamps Allopathic mobile health units specialized health camps and infrastructuraldevelopments in PHCs to provide healthcare facilities to the community. Emami has beeninstrumental in providing food and required medical care about 200 abandoned cattle in anexclusively made animal shelter.

Our Company is committed to environmental sustainability ecological balanceprotection of flora and fauna conservation of natural resources maintaining quality ofair water and soil. A number of CSR activities has been taken up for environment andsustainability like free seedling distribution to local villages & educationalinstitutions block plantation roadside plantation and peripheral plantation.

Infrastructural Development & Community Welfare is the key enabling conditions inimproving the quality of life of the communities. Emami has been instrumental towards thedevelopment of rural infrastructure like restoration and construction of Historicalplaces Temples & community centers Installation of Tube wells & Street lightsBlankets Cloths & cots distribution to orphanages promoting Swachh Bharat AbhiyanPromoting local sports etc.

Emami took up relief efforts at the ground level in the worst affected area Bramhagiriblock Puri during Super Cyclone Fani. From arranging supplies of essential materials PVCwater tanks & roofing sheets to Cooked Food our volunteers worked at the back end toreach relief materials to the disaster hit area.

This dedicated commitment towards inclusive growth is manifested through the Company'sCSR initiatives undertaken around the manufacturing facilities as well as across thecommunity.

AWARDS & RECOGNITION

Our commitment towards Safety & Environment Quality & Operational Excellenceand HR practices continue to garner appreciation from various industry chambers and socialbodies. Some of the accolades and awards received during the year are as follows:

1. NOCCI HR - Best Practices Award - 2019

2. Brands of Odisha Pride of India Corporate Excellence Award - 2020

3. International Society of Waste Management Air and Water (ISWMAW) Icon SWMExcellence Award -2019 in the large scale category industry.

4. 19th Annual Greentech Environment Award 2019 - Winner Category

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Corporate Governance Policies guide the conduct of affairs of the Company andclearly delineates the roles responsibilities and authorities at each level of itsgovernance structure and key functionaries involved in the governance. The Code of conductfor Senior Management and Employees of the Company (the Code of Conduct) commitsManagement to financial and accounting policies systems and processes.

The Company's Financial Statements are prepared on the basis of the SignificantAccounting Policies that are carefully selected by management and approved by the AuditCommittee and the Board. These Accounting Policies are reviewed and updated from time totime.

The Company maintains all its records in ERP(SAP) system and the work flow andapprovals are routed through ERP(SAP).

The Company has appointed Internal Auditors to examine the internal controls and verifywhether the workflow of the organization is in accordance with the approved policies ofthe Company. In every Quarter while approval of Financial Statements the InternalAuditors present to the Audit Committee the Internal Audit Report and Management Commentson the Internal Audit observations.

The Board of Directors of the Company have adopted various policies such as RelatedParty Transactions Policy Whistle Blower Policy Corporate Social Responsibility PolicyRisk Management Policy Dissemination of material events Policy Documents preservationpolicy Monitoring and Reporting of Trading by Insiders Code of Internal

Procedures and conduct for regulating monitoring and reporting of trading by InsidersCode of Practices and Procedures for Fair Disclosures Policy on Prevention of Fraud andInternal Financial Control Policy and such other procedures for ensuring the orderly andefficient conduct of its business for safeguarding of its assets the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation.

AUDITORS AND AUDITORS REPORT

1. Statutory auditors

As per section 139 and other applicable provisions of the Companies Act 2013 theCompany has appointed M/s. Agrawal Subodh & Co. Chartered Accountants (RegistrationNo. 319260E) as the Statutory Auditors of the Company for a period of five years till theconclusion of 40th Annual General Meeting (AGM) of the Company to be held in2022. The remuneration and other terms and conditions are fixed by the Board of Directors.

In this regard the company has received a Certificate from the Auditors to the effectthat continuation as Statutory Auditors would be in accordance with the provision ofSection 141 of the Companies Act 2013.

2. COST audit

Your Company has appointed M/s. V. K. Jain & Co. Cost Accountant as Cost Auditorsof the Company for the Financial Year 2019-20 for both the units at Balasore H.O. andKolkata under section 148 of the Companies Act 2013 at the Board Meeting held on 08thMay 2019 to audit cost accounting records as may be applicable to the Company for thefinancial year 2019-20 and their remuneration was approved at the last Annual GeneralMeeting.

In terms of Section 148 of the Companies Act 2013 read with the Companies (Audit &Auditors) Rules 2014 M/s V. K. Jain & Co. Cost Accountant has been reappointed asCost Auditor for the year 2020-21 as required under the Companies Act 2013 theremuneration payable to Cost Auditor is required to be placed before the members inGeneral Meeting for their ratification. As such a resolution seeking members'ratification for the remuneration payable to them is included in the Notice convening theAnnual General Meeting.

3. Secretarial audit

Pursuant to the provisions of section 204(1) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the companyhas appointed M/s MKB & Associates Company Secretary in practice for the financialyear 2019-20 to undertake the Secretarial Audit of the company. The Secretarial AuditReport is annexed herewith as Annexure IV.

Secretarial Auditors Report does not contain any qualification reservation or adverseremark or disclaimer.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Annual secretarial Compliance Report issued by M/s MKB & Associates CompanySecretary in practice has been submitted to the Stock Exchanges.

AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT

The observations made in the Auditors' Report read together with Key Audit matters andrelevant notes thereon are self-explanatory and hence do not call for any furtherexplanations or comments by the Board under Section 134 of the Companies Act 2013.

DISCLOSURE ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARD

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

The above statement is intended to align the disclosure requirement with the provisionsof section 134(5)(f) of the Act which requires the directors to state in the Directors'Responsibility statement that the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

1) The company has given Inter Corporate loan to some of the Body corporates coveredunder the provisions of section 186 of the Companies Act 2013. The amount of loan givenis '118 crores and the whole amount have been received back during the year. The purposewas to utilize the loan amount for their general business purposes.

2) The loan and advances given to employees are covered under the remuneration policyof the company. Hence section 186 of the Companies Act 2013 is not applicable.

3) The company has not provided any guarantee.

4) The details of the investments made by the company are given in the notes to thefinancial statements.

particulars OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with promoters Keymanagerial personnel or other designated persons which may have potential conflict withthe interest of the company at large.

Necessary disclosure regarding transactions with related parties has been made in theNotes to the Audited Accounts.

The related party transactions policy has been given on the website of the companyunder the head Investors- Compliances.

Web link: http://www.emamipaper.in/compliances. php

composition of audit committee

The composition of the Audit Committee of the company is mentioned in the CorporateGovernance Report attached to this report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Details of establishment of Vigil Mechanism and Whistle Blower policy is mentioned inCorporate Governance Report attached to this Report and also available at the website ofthe Company i.e. www.emamipaper.in

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act 2013 and relevant regulations ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the company hasadopted Risk Management policy for identification and implementation of Risk MitigationPlan which is reviewed by the Management Audit Committee and the Board on half yearlybasis. In the opinion of the Board there is no such risk which may threaten the existenceof the company.

DIRECTORS' & Key MANAGERIAL PERSONNEL

A) Directors retirement by rotation

Mr. Manish Goenka would retire by rotation and being eligible offers himself for re-appointment.

B) Declaration by an Independent director(s) and reappointment if any

All Independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and relevantregulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(as amended from time to time).

C) Key Managerial Personnel

During the year following changes were made in the Key Managerial Personnel of yourCompany.

1. Mr. S. K. Khetan Senior President was reappointed as Chief Financial Officer (CFO)of the Company being Whole Time Key Managerial Personnel (KMP) under Section 203 of theCompanies Act 2013 with effect from 01st April 2019. Further he wasappointed as a Whole Time Director designated as Director (Operations) for a period of 3years with effect from 07th November 2019.

2. Mr. P.S.Patwari was re-appointed as Executive Director for a period of 3 years witheffect from 01st April 2020.

3. Mr. Manish Goenka was appointed as a Whole Time Director for a period from 1stAugust 2020 to 14th July 2023.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to section 178 of the Companies Act 2013 the Board of the directors of thecompany has approved the Nomination and Remuneration policy as recommended by theNomination and Remuneration Committee in their meeting held on 27th January2015.

The policy is disclosed in the Corporate Governance Report.

ANNUAL EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of section 134(3)(p) of the Companies Act 2013 and relevantregulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(as amended from time to time) the Board has carried out the annual performanceevaluation of its own performance its committees and individual directors on 29thJune2020 on the basis of agreed norms for evaluation.

Further the independent directors have evaluated the performance of non-independentdirectors at a separate meeting held on 09th January 2020.

The manner in which the evaluation carried out has been explained in the CorporateGovernance Report.

Meetings of the Board and Committee thereof

The details have been covered in the Corporate Governance Report.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofmanagerial personnel and employees of the company is attached herewith in Annexure V.

RECEIPT OF COMMISSION BY THE DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY UNDER SECTION197(14)

Not Applicable

CORPORATE GOVERNANCE

The Corporate Governance Report and Management's Discussion & Analysis Report areset out as Annexure VI in this Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Business Responsibility Report of the Company for theyear ended 31st March 2020 is given in a seperate Section as Annexure - VII.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134(5) of the Companies Act 2013 the Directors would like to statethat:-

1. In the preparation of annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

2. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. The Directors had prepared the annual accounts on a going concern basis;

5. The Directors had laid down internal financial controls to be followed by thecompany and such controls are adequate and operating effectively; and

6. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

Miscellaneous

1. Industrial Relations: During the year under review the Company enjoyed a cordialrelations with the workers and employees at all levels.

2. Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in the future:

No such orders passed during the year under review.

ACKNOWLEDGEMENT

The Board acknowledges the understanding and support shown by its lending financialinstitutions banks distributors customers suppliers employees and other businessassociates. Your Company operated efficiently due to a culture of professionalismintegrity and continuous improvement leading to sustainable and profitable growth.

.