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Felix Industries Ltd.

BSE: 535033 Sector: Engineering
NSE: FELIX ISIN Code: INE901X01013
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Felix Industries Ltd. (FELIX) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 08thAnnualReport of your Company together with the Audited Statements of Accounts for the financialyear ended 31stMarch 2020.

I. FINANCIAL RESULTS:

The financial performance of the Company for the year ended 31stMarch 2020 is summarized below:

Particulars Year ending on 31st March 2020 Year ending on 31st March 2019
Sales 18676074 19604031
Other Income 7230 1861739
Total Income 18683304 21465770
Less: Expenditure 24491851 31432596
Profit/Loss before interest depreciation and tax (7285256) (12000309)
Less: Interest - -
Less: Depreciation & Amortization cost 1476709 1016742
Profit/ (Loss) before Tax (5808547) (10983567)
Less: Tax Expense 4368844 (323159)
Profit/ (Loss) after Tax (2916412) (11306726)

II. ST A TE OF COMPANY'S AFFAIR:

During the year under review the company has made a net loss but themanagement is optimist that the company will be in a commanding position this year as theorders are in hand for execution.

III. DIVIDEND:

No dividend is being recommended by the Board of Directors for the yearended on 31st March 2020 due to loss incurred by the company

IV. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND

Since there was no unpaid/unclaimed dividend the provision of Section125 of the Companies Act 2013 do not apply.

V. POSTAL BALLOT

Pursuant to Section 110 of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 (including any statutoryamendment(s) or re-enactment(s)

made there under) your Company passed the following resolution throughpostal ballot as per the details below:

Date of Postal Ballot Notice: 30th May 2019 Date of Declaration ofResult: 08th July 2019 Voting Period: 07th June 2019 to 06th July 2019 Date ofApproval: 06th July 2019

Particular of Resolution

Consolidated (Voting through Postal Ballot Forms )

Type of Resolution No. Of votes polled No. Of Votes in Favour No. Of votes Against % of votes in Favour % of votes in Against
To Regularise Mr. Vinay Rajnikant Patel (DIN: 08377751) as a Director of the Company. Ordinary 1857000 1853000 4000 99.79 0.21
To Regularise Mrs. Mayuri Vinay Patel (DIN: 05350901)as a Director of the Company. Ordinary 1857000 1853000 4000 99.79 0.21
To Alter the Object Clause of Memorandum of Association of the Company. Special 1857000 1853000 4000 99.79 0.21
Variation in terms of Objects of the Issue Special 1857000 1853000 4000 99.79 0.21
To Approve Related Party Transactions entered by the Company with Related Parties Ordinary 1857000 1849000 8000 99.57 0.43

VI. ADDITION IN THE NATURE OF COMPANY'S BUSINESS:

The company has called a board meeting on 30th May 2019 for approvingthe postal ballot notice and the company altered the object clause of Memorandum ofAssociation through Postal Ballot dated 06th July 2019 by incorporating therein under thesub-clause number as referred in Main-object Clause of the Company by adding the followingsub-clause as new sub-clause 5 & 6after the existing sub-clause 4 in Clause IIIA.

5) To carry on the business whether within or outside India asproducers refiners processors converters dealers traders importers exporters of alltypes of ferrous & non-ferrous metals and generation of any and all classes and kindsof heavy chemicals fine chemicals and any and all classes and kinds of inorganic andorganic chemicals source materials intermediates ingredients mixtures derivatives andcompounds thereof and any and all kinds of products of which any of the foregoingconstitutes an

ingredient or in the preparation formulation mixtures or productionof which any of the foregoing is used or required.

6) To carry on in India or elsewhere the business to manufactureproduce assemble alter acquire build construct convert commercialize dismantledesign develop display demonstrate erect equip establish fabricate finish holdhandle install hire let on hire lease repair maintain modify market machine ownoperate protect pulldown reconstruct renovate recondition remodel import exportbuy sell trade resale exchange service turn to account and to act as agentcommission agent broker stockist turn key supplier contractor promotor consultantengineer collaborator or otherwise to deal in all types of machineries engineeringmachineries instruments equipment's spare parts implements devices systemsapparatus components parts fittings tools tackles and accessories used in all typesof industries hotels railways ships aviations defence mining oil drilling waterworks power plants public utilities offices laboratories hospitals and for othercommercial domestic or other purposes.

VII. CHANGE IN THE SHARE CAPITAL OF THE COMPANY:

During the year under review there was no change in the share capitalof the company

VIII. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or AssociateCompany.

IX. PUBLIC DEPOSITS:

During the year under review the Company has not accepted any depositwithin the meaning of Sections 73 and 74 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force). Hence the requirement for furnishing thedetails of deposits which are not in compliance with Chapter V of the Act is notapplicable.

X. MATERIAL CHANGES AND COMMITMENT:

No material changes and commitments affecting the financial position ofthe Company occurred between the ends of the financial year to which this financialstatement relate on the date of this report.

XL DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the period under reviewno material or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls.

XII. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

There are no significant material orders passed by the Regulators orCourts or Tribunals impacting the going concern status of your Company and its operationsin future.

XIII. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year the Company has not given any guarantee or providedsecurity in connection with the loan to any other body corporate or person or made anyinvestments.

XIV. RELATED PARTY TRANSACTIONS:

During the year under review no contracts or arrangements were madewith the related parties falling under the purview of Section 188 of the Companies Act2013.

There are no materially significant related party transactions made bythe company with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large.

XV. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014 are not applicable to the Companyas none of the employees of the company has received remuneration above the limitsspecified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 during the financial year 2019-20.

The information required under Section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 is given in the Statement annexed herewith as"Annexure-A".

XVI. SECRETERIAL STANDARDS

The Directors states that applicable Secretarial Standards i.e SS-1& SS-2 has been duly followed by the company.

XVII. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

[A] Consumption Of Energy & Technology Absorption:

The details as required under Section 134 (3) (m) of the Companies Act2013 in respect f Conservation of Energy Technology Absorption are provided in"Annexure-B" of this report.

[B] Foreign Exchange Earning & Outgo :

Foreign Exchange Earning: NIL Foreign Exchange Outgo : NIL

XVIII. REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY:

M/s. Big Share Services Pvt. Ltd. is its registrar and share transferagent of the company.

XIX. PROFILE OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT

As required under regulation 36(3) of SEBI (LODR) 2015 particulars ofthe Directors retiring and seeking reappointment and appointment at the ensuing AnnualGeneral Meeting is annexed to the notice convening 08th Annual General Meeting.

XX. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Composition of Board

Name of Directors Designation Category No. of Board Meeting held during the year No. of Board Meeting attended during the year
Mr. Ritesh Vinay Patel Managing Director Promoter Executive 05 05
Mr. Vinay Rajnikant Patel Director Executive Director 05 05
Mrs. Mayuri Vinay Patel Director Non- Executive Director 05 05
Mr. Raxesh Satiad Director Non-Executive Independent 05 03
Mr. Kashyap Shah Director Non-Executive Independent 05 03
Mrs. Nivedita Dinkard Director Non-Executive Independent 05 01

(1) Mr. Raxesh Satia resigned from the Board of the Company w.e.f 12thFebruary 2020.

(2) Mrs. Nivedia Dinkar has been appointed as a Non-ExecutiveIndependent Director w.e.f 12th February 2020.

ii. Appointment

During the year the following directors were appointed:

Mrs. Nivedita Dinkar (DIN: 08546402) has been appointed as anadditional Non- Executive Independent Director of the company w.e.f 12thFebruary 2020. Appropriate resolutions for there-appointment are being placed for yourapproval at the ensuing AGM. The brief resume of the Directors and other relatedinformation has been detailed in the Notice convening the 08thAGM of yourCompany.

iii. Resignation

Mr. Raxesh Chandrvadan Satia (DIN: 00577822) resigned from the Board ofDirectors of the Company w.e.f 12th February 2020.

iv. Retirement by rotation and subsequent re-appointment:

Mr. Vinay Rajnikant Patel (DIN: 08377751) is liable to retire byrotation at the ensuing AGM pursuant to the provisions of Section 152 of the CompaniesAct 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014and the Articles of Association of Company and being eligible have offered himself forreappointment. Appropriate resolutions

for there-appointment are being placed for your approval at the ensuingAGM. The brief resume of the Directors and other related information has been detailed inthe Notice convening the 08thAGM of your Company.

v. Declaration of Independence:

All the Independent Directors of the Company have given theirdeclarations stating that they meet the criteria of independence as prescribed under theSection 149(6) of the Companies Act 2013 disclosures review financial statementsinternal audit reports related party transactions financial and risk managementpolicies auditors qualifications compliance with Accounting Standards etc. and overseecompliance with Stock Exchanges and legal requirements concerning financial statements andfixation of audit fee as well as payment for other services etc.

vi. Evaluation of Board's Performance:

Pursuant to the provisions of the Companies Act 2013 read with theRules issued thereunder and the Listing Regulations (including any statutorymodification(s) or re-enactment(s) for the time being in force) the process forevaluation of the annual performance of the Directors/ Board/ Committees was carried out.

XXL NUMBER OF MEETINGS OF THE BOARD

The Company had conducted 5 (Five) Board meetings during the financialyear 2019-20 on:

30th May 2019 14th August 2019 13thNovember 201910th January 2020 and 12th February 2020.

XXII. DIRECTOR'S RESPONSIBILITY ST A TEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 (including anystatutory modification(s) or re-enactment(s) for the time being in force) the Directorsof our Company confirm that:

a) In the preparation of the annual accounts for the financial yearended 31st March 2020 the applicable Accounting Standards and Schedule III ofthe Companies Act 2013 (including any statutory modification(s) or re-enactment(s) forthe time being in force) have been followed and there are no material departures from thesame;

b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of your Company as at 31stMarch2020 and of the profit and loss of the Company for the financial year ended 31stMarch 2020;

c) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)for

safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

d) The directors had prepared the annual accounts on a going concernbasis;

e) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;

The directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

XXIII. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in Annexure "C" and is attached to this Report.

XXIV. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

[A] AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to theprovisions of Section 177 of the Companies Act 2013.

The audit committee was re-constituted in the board meeting held on 12thFebruary 2020. The composition of the Audit Committee is in conformity with theprovisions of the said section.

> Composition:

The details of composition of Audit Committee are as follows:

Sr. No. Name Designation Position In Committee No. of meeting held No. of meetings attended
1. Mr. Kashyap Independent Chairman 02 02
Shah Director
2. Mr. Raxesh Independent Member 02 02
Satia* Director
3. Mr. Ritesh Patel Executive Member 02 02
Director
4. Mrs. Nivedita Independent Member 02 00
Dinkar# Director

* Mr. Raxesh Satia resigned w.e.f 12th February 2020.

# Mrs.Nivedita Dinkar was appointed w.e.f 12th February2020.

The Audit Committee had 02 meetings -30th May 2019 and 13thNovember 2019 during the financial year under review.

> Terms of reference:

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Company's financial reporting process andthe disclosure of its financial information to ensure that the financial statement iscorrect sufficient and credible.

• Recommending the appointment remuneration and terms ofappointment of external Auditor.

• Review and monitor the auditor's independence andperformance and effectiveness of audit process.

• Approval or any subsequent modification of transactions of thecompany with related parties

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company wherever itis necessary.

• Monitoring the end use of funds raised through public offers andrelated matters.

• Reviewing with management the Annual financial statements andhalf yearly and Quarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal controlsystem.

• Discussions with Internal Auditor on any significant findingsand follow up there on.

[B] NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constitutedpursuant to the provisions of Section 178 of the Companies Act 2013.

The Nomination and Remuneration Committee was re-constituted in theboard meeting held on 12th February 2020. The composition of the Nomination& Remuneration Committee is in conformity with the provisions of the said section.

> Composition

The details of composition of Nomination and Remuneration Committee areas follows:

Sr. No. Name Designation Position In Committee No. of meeting held No. of meetings attended
1. Mr. Raxesh Satia* Independent Director Chairman 01 00
2. Mr. Kashyap Shah Independent Director Member 01 01
3. Mrs. Mayuri Vinay Patel Non-Executive Director Member 01 01
4. Mrs. Nivedita Independent Member 01 01
Dinkar# Director

* Mr. Raxesh Satia resigned w.e.f 12th February 2020.

# Mrs.Nivedita Dinkar was appointed w.e.f 12th February2020.

The Nomination & Remuneration Committee had 01 meeting -12thFebruary 2020 during the financial year under review.

> Terms of reference:

The broad terms of reference of the Nomination and RemunerationCommittee are as under:

• Formulation of the criteria for determining the qualificationspositive attributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure size and composition of the Board;

• Identifying and selection of candidates for appointment asDirectors;

• Identifying potential individuals for appointment as KeyManagerial Personnel and Senior Management;

• Formulation of criteria for evaluation of Independent Directorsand the Board.

The Board has on the recommendation of Nomination and RemunerationCommittee framed a policy on director's appointment and remuneration of Directorsincluding criteria for determining qualification positive attributes independence ofdirectors and remuneration for directors Key Managerial Personnel and other employees.The policy is annexed to this report as "Annexure-D"

[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constitutedpursuant to the provisions of Section 178(5) of the Companies Act 2013.

The Stakeholders Relationship Committee was re-constituted in the boardmeeting held on 12th February 2020. The composition of the Audit Committee isin conformity with the provisions of the said section.

> Composition:

The details of composition of Stakeholders Relationship Committee shall com

Drise;
Sr. No. Name Designation Position In Committee

No. of meeting held

No. of meetings attended
1. Mr. Raxesh Satia* Independent Director Chairman

01

00
2. Mr. Kashyap Shah Independent Director Member

01

01
3. Mrs. Nivedita Dinkar# Independent Director Member 01

01

4. Mr. Ritesh Vinay Patel Executive Director Member 01

01

* Mr. Raxesh Satia resigned w.e.f 12th February 2020.

# Mrs.Nivedita Dinkar was appointed w.e.f 12th February2020.

The Stakeholder Relationship Committee had 01 meetings -12thFebruary 2020 during the financial year under review.

> Terms of reference:

• Efficient transfer of shares; including review of cases forrefusal of transfer transmission of shares;

• Redressal of shareholder and investor complaints like transferof Shares non-receipt of balance sheet non-receipt of declared dividends etc.;

• Issue duplicate/split/consolidated share certificates;

• Dematerialization/Rematerialization of Share;

• Review of cases for refusal of transfer / transmission of sharesand debentures;

• Reference to statutory and regulatory authorities regardinginvestor grievances and to otherwise ensure proper and timely attendance and redressal ofinvestor queries and grievances; and

• Such other matters as may be required by any statutorycontractual or other regulatory requirements to be attended to by such committee from timeto time.

> Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. Thepending complaints of the Shareholders/Investors registered with SEBI at the end of thecurrent financial year ended on 31st March 2020 are NIL.

> Compliance Officer:

Ms. Hena Shah is the Compliance Officer of the Company for the abovepurpose.

XXV. AUDITORS:

[A] Statuto ry Audito rs:

M/s. S.N Shah & Associates Chartered Accountants Ahmedabad wereappointed as Statutory Auditors in the Annual General Meeting held on 29thSeptember 2017 from the conclusion of Fifth (5th) Annual General Meeting tillthe conclusion of Tenth (10th) Annual General Meeting of the company.(subjectto ratification of their appointment at every AGM).

In accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting.

There are no qualifications reservations or adverse remarks made byM/s. S.N Shah & Associates Chartered Accountants the Statutory Auditors of theCompany in their report. The observations made by the Statutory Auditors in their reportfor the financial period ended 31st March 2020 read with the explanatory notestherein are self- explanatory and therefore do not call for any further explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.

[B] Cost Auditor:

As the cost audit is not applicable to the Company therefore theCompany has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014.

[C] Internal Auditor

The Company has appointed the M/s SNDK & Associates LLP CharteredAccountants Ahmedabad as Internal Auditor pursuant to the provision of section 138 ofCompanies Act 2013 read with rule 13 of The Companies (Accounts) Rule 2014 and otherapplicable provisions (including any modification or enactment thereof) if any of theCompanies Act w.e.f. 30th May 2019 for the financial year 2019-20.

[D] Secretarial Auditor:

The Company has appointed the M/s Vishwas Sharma & AssociatesCompany Secretaries Ahmedabad as Secretarial Auditor to conduct secretarial auditpursuant to the provisions of Section 204 of the Companies Act 2013. The secretarialaudit of the Company has been conducted on a concurrent basis in respect of the matters asset out in the said rules and Secretarial Audit Report given by M/s. Vishwas Sharma &Associates Company Secretaries Secretarial Auditor of the Company forms part of thisreport and is marked as "Annexure-F".

There are no qualifications reservations or adverse remarks made byM/s. Vishwas Sharma & Associates Company Secretaries Secretarial Auditor of theCompany in their report.

XXVI. CORPORTAE GOVERNANCE

Your Company has been complying with the principals of good CorporateGovernance over the years and is committed to the highest standards of compliance.Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015 the compliance with thecorporate 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 to the listedentity which has listed its specified securities on the SME Exchange.

XXVII. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 and rules made thereunder yourCompany has constituted

Internal Complaints Committee (ICC) which is responsible for redressalof complaints related to sexual harassment.

Your Directors declared and confirm that during the year under reviewthere is no case filed under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

XXVIII. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company believes in the conduct of its affairs in a fair andtransparent manner to foster professionalism honesty integrity and ethical behavior inits employees & stakeholders. The Company has adopted a Whistle Blower Policy as apart of vigil mechanism. The said policy is available on the website of the company www.Felixindustries.co.

Also the Code of Business Conduct (Code) lays down important corporateethical practices that shape the Company's value system and business functions andrepresents cherished values of the Company.

XXIX. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provision of section 135(1) of Companies Act 2013 i.e. CorporateSocial Responsibility is not applicable on the company. Therefore the company has notconstituted CSR committee.

XXX. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an"Annexure-E" to this report.

XXXI. DIRECTOR'S DISQUALIFICATION

All the directors of the Company have confirmed that they are notdisqualified from being appointed as directors in terms of Section 164 of the CompaniesAct 2013.

XXXII. RISK MANAGEMENT:

The Company does not have any Risk Management Policy or any statementconcerning development and implementation of risk management policy of the company as theelements of risk threatening the Company's existence are very minimal.

XXXIII. GENERAL:

a. Your Company has not issued any equity shares with differentialrights as to dividend voting or otherwise; and

b. Your Company does not have any ESOP scheme for itsemployees/Directors.

XXXIV. APPRECIATION:

Your Directors wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customersshareholders vendors bankers business associates regulatory and government authoritiesfor their continued support.

MANAGEMENT DISCUSSION & ANAL YSIS REPORT

i) Industry Structure and Development

FELIX INDUSTRIES LIMITED (FIL) is a company that offers total water andenvironmental solutions to the end customers. It is supported by a robust infrastructureof ISO certified manufacturing facilities and provide the best after-sales network in formof Operation & Maintenance to the companies. It offers complete range of solutions forwater waste water management by way of Reverse Osmosis Systems Effluent RecyclingSystem Zero Liquid Discharge System upto 90% plus recovery. As far as E-waste isconcerned the sector is growing in a faster manner as in this sector governmentinvolvement is more and they are taking different steps for recycling of E-Waste.

ii) Opportunities and Threats

There is a considerable scope of growth in the business of waste-waterrecycling and e- waste division for which the management will puts all efforts to increasethe business of the company. The whole year was full of opportunities which we haveresearched and developed which would be helpful to us in the upcoming financial year.

iii) Risk and Concerns

The business sometimes faces insufficient capital investments inprocessing equipment's being a manufacturing company and the debtors cycle processesslow as the plant takes longer time to be in operation. The fluctuating commodity pricesis one of the threat to the company as the company is into manufacturing and tradingactivity both. The risk factors raised faced can be solved by taking different steps whichare in favorable to the industry.

iv) Segment wise performance

The Management team comprising one of the Managing is looking after dayto day management of the company and its divisions. The company also comprise of one wholetime director who has vast experience in Environmental division so both the directorsfocus on Waste Water division keeping in mind the environment aspect. Amongst alldivisions the waste-water recycling division has seen a downfall during the year withrespect to overall market scenario. During this span of time we have researched anddeveloped few more technologies with respect to the recycling systems which can be of gooduse to the end users. The E-waste division went quite well as we have excelled in theprocessing systems so we are able to process more amount of E-waste including metalsrecycling also as compared to the previous years. Overall all division was on an averagestage this year.

v) Internal Control system and their adequacy

The Company has a proper and adequate system of internal control andensures that all assets are safeguard and protected against from unauthorized use ordisposition which has been looked after by Ritesh Patel Managing Director of theCompany.

vi) Financial performance with respect to operational performance

The Financial performance of the Company for the year 2019-20 isdescribed in the Directors' Report under the head overview of Company'sfinancial performance.

vii) Human Resources/ Industrial Relations

Relation between management and the employees at all level remainedhealthy and cordial throughout the year. The management and the employees are dedicated toachieve the corporate objectives and the targets set before the company.

viii) Details of Significant Changes in key financial ratios

There is a slight significant changes in the key financial ratios forthe year 2019-20 which are as below:

Key Ratios

Ratios 2019-20 2018-19
Debtor Turnover (Number of Days') 654 791
Inventory Turnover (Number of Days] 421 173
Interest Coverage Ratio -21.92% -12.77%
Current Ratio 3.39 3.33
Debt Equity Ratio 0.24 0.24
Operating Profit Margin % -39.05% -65.52%
Net Profit Margin -15.62% -57.67%
Return on Networth -3.80% -15.09%

ix) Cautionary Statement

Statement in this management Discussion and Analysis describing thecompany's objectives projections estimated and expectations are "forwardlooking statements" Actual results might differ materially from those anticipatedbecause of changing ground realities.

.