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Fourth Dimension Solutions Ltd.

BSE: 532600 Sector: IT
NSE: FOURTHDIM ISIN Code: INE382T01014
BSE 05:30 | 01 Jan Fourth Dimension Solutions Ltd
NSE 05:30 | 01 Jan Fourth Dimension Solutions Ltd

Fourth Dimension Solutions Ltd. (FOURTHDIM) - Director Report

Company director report

Dear Members

Presentation on Ninth Annual Report together with the Audited Financial Statements ofthe Company for the year ended March 31 2020 is hereby submitted as under:

APPROVAL OF RESOLUTION PLAN

The National Company Law Tribunal New Delhi (“NCLT”) through its order(“Order”) dated July 25 2019 (“Insolvency Commencement Date”)admitted the application for initiation of corporate insolvency resolution process(“CIRP”) filed by American Express Bank in respect of your Company i.e FourthDimension Solutions Limited in accordance with Section 7 of the Insolvency and BankruptcyCode 2016. Pursuant to the order Mr. Jaswant Singh having IP Registration No.IBBI/IPA-002/IP-N00372/2017-18/11135 has been appointed as the Interim ResolutionProfessional (“IRP”). Thereafter the members of the committee of creditors havemoved an application before the Hon'ble NCLT for the replacement of Interim ResolutionProfessional. In view of the same the Hon'ble NCLT appointed Ms. Pooja Bahry having IPRegistration No. IBBI/IPA-003/IP-N00007/2016-2017/10063 as resolution professional videorder dated 05-12-2019 read with order dated 27-11-2019. Pursuant to the approval of theresolution plan by the CoC submitted by the Joint Resolution Applicants ‘M/sLinkstar Infosys Private Limited and Mr. Dhaval Mistry the RP had moved an applicationunder Section 30 (6) of the Code 2016 for the approval of a resolution plan submitted bythe prospective joint resolution applicants before Hon'ble NCLT New Delhi Bench. TheResolution Plan as approved by the NCLT is binding on the Company and its employeesmembers creditors guarantors and other stakeholders involved therein as per the section31(1) of IBC 2016.

Members may kindly note that the directors of the reconstituted board were not inoffice for the part of the period to which this report primarily pertains. ResolutionProfessional during the Corporate Insolvency Resolution Process (“CIRP”) andMonitoring Committee from completion of CIRP until implementation of Resolution Plan wereentrusted with and responsible for the management of the affairs of the Company. Pursuantto the approval of Resolution Plan the new directors of the Company were appointed w.e.f.September 25 2020 (as detailed herein below) and new management was put in place.

FINANCIAL RESULTS

The summarized financial performance highlight is presented in the table below:

(Amount in Rs.)

Particulars Financial year
2019-2020 2018-2019
Total Revenue 104518931 1225453734
Total Expense 96806096 1124757168
Profit / (Loss) before Exceptional and Prior period items & tax 7712834 100696567
Exceptional & Prior Period Items 54998 167000
Tax expense: 3152746 36646595
Profit/(Loss) for the period 4505090 63882972
Profit for the carried to Reserves 4505090 63882972

Note: The Company have sold the subsidiaries of the Fourth Dimension Solutions Limitedwith reason of non-functionality of subsidiaries and to concentrate on the main activityof the company as per the information available on NSE website and the same was confirmedby the erstwhile management though no documentary evidence is provided by them.

PERFORMANCE REVIEW

Your company achieved a total income of 104518931 during the year under review asagainst 1225453734 in the previous financial year. Profit/ (Loss) after Tax for theyear stood at 4505090 as against 63882972 for the previous year.

DIVIDEND

The Resolution Plan has been approved by the NCLT and the Resolution Applicant is inthe process of taking over the company. Being a transition period the MonitoringCommittee/ Board of Directors (Whose powers have since been suspended) does not recommendany dividend for the year 2019-20. The Directors do not recommend any dividend for thisyear due to inadequate cash resources.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend transferred to the unpaid dividend account. Further no dividend remainsunpaid or unclaimed for the period of 7 years.

TRANSFER TO RESERVES

The Company has not made any transfer to reserve during the Financial Year 2019-20.However profit for the year is shown as surplus under the head Reserve & Surplusduring the financial year 2019-20.

CHANGE IN SHARE CAPITAL

The paid up equity capital as on 31 March 2020 was Rs. 217840000. There was nopublic issue rights issue bonus issue or preferential issue etc during the year. TheCompany has not issued shares with differential voting rights or sweat equity shares.

EXTRACT OF ANNUAL RETURN

As per Section 134(3)(a) the extracts of Annual Return in form MGT-9 pursuant to theprovisions of Section 92 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 is furnished in Annexure I and is attached to this Report.

NUMBER OF MEETINGS OF THE BOARD

The corporate insolvency resolution process (CIRP) of the Company had been in operationfrom July 25 2019 as per the Orders passed by Hon'ble National Company Law Tribunal NewDelhi Bench until the Resolution Plan was finally approved by NCLT vide its Orders datedSeptember 25 2020 and. During the period of CIRP the powers of Board of Directors weresuspended and the same were vesting in the Resolution Professional. During the period ofCIRP committee of creditors meeting were held and the same was attended by ResolutionProfessional and members of committee of creditors.

However the Board of Directors duly met Two (2) times on 30th May 2019 and30th July 2019 during the financial year 2019-20 before the corporateinsolvency resolution process.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

(1) Audit Committee;

(2) Executive Committee;

(3) Remuneration and Nomination Committee;

(4) Stakeholders' Relationship Committee;

(5) Corporate Social Responsibility Committee.

Since the powers of the Board of Directors and committees thereof had been suspendedpursuant to the orders dated July 25 2019 passed by Hon'ble National Company Law Tribunal(NCLT) New Delhi Bench the powers of the all the above mentioned committees have alsobeen suspended with effect from the same date. Hence no meetings of the committees wereheld during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Members may kindly note that the directors of the reconstituted board were not inoffice for the period to which this report primarily pertains. Resolution Professionalduring the CIRP and Monitoring Agency from completion of CIRP until full implementation ofResolution Plan were entrusted with and responsible for the management of the affairs ofthe Company. As pointed out above the reconstituted Board of Directors have been inoffice only since September 25 2020. The reconstituted Board is submitting this report incompliance with the Act and Listing Regulations and the Directors as on date are not tobe considered responsible for the fiduciary duties discharged with respect to theoversight on financial and operational health of the Company and performance of themanagement for the period prior to September 25 2020. The reconstituted Board as ondate are not to be hold responsible for the authenticity of any of the financial datastatement report etc. and their genuineness. Accordingly as required under section134(3) (c) read with section 134 (5) of the Act the board of directors based on theknowledge/ information gained by them about the actions of the resolution professional/Monitoring Committee (i.e. who were entrusted with and responsible for the management ofthe affairs of the Company prior to the 25th September 2020) and the affairs of theCompany in a limited period of time from the records of the Company state that:

a. in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards had been followed and no material departureshave been made from the same;

b. such accounting policies have been selected and applied consistently and judgmentsand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2020 and of the profit of theCompany for the year ended on that date;

c. the proper and sufficient care has been taken 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;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. the internal financial controls were in place and that such internal financialcontrols were adequate and were operating effectively; and

f. the reconstituted board has devised the proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

MEETING OF INDEPENDENT DIRECTORS

As the powers of the Board of Directors stood suspended post 25 July 2019 no meetingswere held during the year under review.

DECLARATION BY THE INDEPENDENT DIRECTORS

Since the Company was under corporate insolvency resolution process (CIRP) the powersof Board of Directors were suspended thus no declaration were received by the independentdirector during the year.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Particulars of loans/advances investments guarantees made and securities providedduring the year as required under the provisions of Section 186 of the Act and Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 areprovided in the respective notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Since the Company was under corporate insolvency resolution process (CIRP) the powersof Board of Directors and committees thereof were suspended there were no materialcontracts or arrangements with related parties during the year under review as referred insub-section (1) of section 188 of the Companies Act 2013 and hence disclosure in FormAOC-2 is not applicable. Further the disclosure of transactions with related parties forthe year 2019-20 as per accounting standard 18 forms part of notes to accounts. MATERIALCHANGES AND COMMITMENTS AFFECTING THE FINANCIAL

POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofyour Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and date of this Report

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

As per Rule 8(3) of Companies (Accounts) Rules 2014 the disclosure required underthis rule are as follows:

A. Conservation of Energy

The Company is engaged in business of sale and services of IT and ITes Relatedproducts providing e-governance services and such operations do not require substantialElectricity Gas & Steam Power Water or any other kind of energy consumption.However the Company is taking all possible measures to conserve the energy.

(i) The steps taken or impact on conservation of energy; N.A.

(ii) The steps taken by the Company for utilizing alternate sources of energy; N.A.

(iii) The capital investment on energy conservation equipment's; N.A.

B. Technology Absorption and Research & Development

The Company has not incurred any expenditure on Research & Development. YourCompany has not imported technology reckoned from the beginning of the financial year.

(i) The efforts made towards technology absorption; N.A.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution; N.A.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) - N.A.

a. The details of technology imported; N.A.

b. The year of import; N.A.

c. Whether the technology been fully absorbed; N.A.

d. If not fully absorbed areas where absorption has not taken place and the reasonsthereof; and N.A.

(iv) The expenditure incurred on Research and Development. N.A.

C. Foreign Exchange Earnings and Outgo

During the year under review there is no foreign exchange earnings and outgo.

RISK MANAGEMENT POLICY

The company has established Risk Management process to manage various risks. Thedetails of various risks that are being faced by the Company are provided in ManagementDiscussion and Analysis Report which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review Company has made the provision of Rs. 4468110 towardsCSR expenditure but fails to incurred any expenditure towards Corporate socialresponsibility. Further due to paucity of funds during the year under review thecompany have been admitted to Corporate Insolvency Resolution Process (CIRP) where thepowers of the Board of Directors and committees thereof were suspended and the same vestin Ms. Pooja Bahry Resolution Professional.

The CSR policy is available on company's website at www.fdsindia.co.in.

VIGIL MECHANISM

The Company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the company's Code ofConduct. The mechanism provides for adequate safeguards against victimization of Directorsand employees who avail the mechanism. In exceptional cases Directors and employees havedirect access to the Chairman of the Audit Committee. However the Company being listed onSME Exchange “NSE Emerge” is exempt under Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

ANNUAL EVALUATION AND PERFORMANCE OF THE BOARD

In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Your Company being listed onSME Exchange “NSE Emerge” is exempt under Regulation 17(10) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31 2020 the Company have sold the subsidiaries of the Fourth DimensionSolutions Limited with reason of non-functionality of subsidiaries and to concentrate onthe main activity of the company as per the information available on NSE website and thesame was confirmed by the erstwhile management though no documentary evidence is providedby them.

DEPOSITS

Since the Company was under corporate insolvency resolution process (CIRP) the powersof Board of Directors were suspended with effect from July 25th 2020 and suchpowers were vested with Ms. Pooja Bahry appointed as Resolution professional. During theyear under review the Company has not accepted/ renewed any public deposits within themeaning of Sections 73 to 76A of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The following significant and material orders have been passed by the regulators orcourts or tribunals

(i) The National Company Law Tribunal New Delhi (“NCLT”) through its order(“Order”) dated July 25 2019 (“Insolvency Commencement Date”)admitted the application for initiation of corporate insolvency resolution process(“CIRP”) filed by American Express Bank in accordance with Section 7 of theInsolvency and Bankruptcy Code 2016. The resolution plan jointly submitted by M/s.Linkstar Infosys Private Limited and Mr. Dhaval Mistry was approved by the Hon'ble NCLTvide order dated 25th September 2020.

(ii) The Securities and Exchange Board of India (SEBI) had passed a final order on July06 2020 under section 19 of the Securities and Exchange Board of India Act 1992 readwith sections 11 11(4) and 11B (1) of the SEBI Act against Mr. Amalendu Mukherjee (suspended board of management)

Except the above no other significant or material orders were passed by the Regulatorsor Courts or Tribunals

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of operations. The details relating to internal financialcontrols and their adequacy are included in the Management Discussion and Analysis Reportwhich forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

*During the year under review following are the Directors & Key Directors and KeyManagerial Personnel are herein below.

Name DIN Designation
Mr. Amalendu Mukherjee Managing Director
Mr. Rajendra Kumar 06380868 Non-Executive and Independent Director
Ms. Namita Mukherjee 06561265 Non-Executive Director
Mr. Bibekananda Mukherjee 07008285 Non-Executive Director
**Ashish Pandey Company Secretary & Chief Financial Officer

* The Corporate Insolvency Resolution Process (CIRP) was initiated in respect of FourthDimension Solutions Limited with effect from July 25 2019 under the provisions ofInsolvency and Bankruptcy Code 2016 (IBC) by an Order passed by Hon'ble National CompanyLaw Tribunal New Delhi Bench (NCLT). As per section 17 of the IBC the powers of theBoard of Directors of the Company were suspended. Mr. Jaswant Singh (IP Registration No.IBBI/IPA-002/IP-N00372/2017-18/11135) was appointed as Interim Resolution Professional tomanage the affairs of the Company in accordance with the provisions of the IBC.Thereafter the members of the committee of creditors have moved an application before theHon'ble NCLT for the replacement of Interim Resolution Professional. In view of the samethe Hon'ble NCLT appointed Ms. Pooja Bahry having IP Registration No.IBBI/IPA-003/IP-N00007/2016-2017/10063 as resolution professional vide order dated 05-12-

**Committee of Creditors in its 3rd meeting of committee of creditors dated 04thNovember 2019 terminated the services of Mr. Ashish Pandey as CS & CFO of theCompany.

AUDITORS AND THEIR REPORTS

M/s Prakash Tekwani & Associates (0120253W) Chartered Accountants were appointedas statutory Auditor of the Company by the Board of Directors in their Board Meeting heldon 25th November 2020 to hold the office till conclusion of this annual generalmeeting in place of M/s Sumit Gupta & Co.

M/s Prakash Tekwani & Associates (Firm Registration No. 0120253W) convey the Boardthat they are eligible to be appointed as Statutory Auditor under the Section 141 of theCompanies Act 2013 and who hold valid peer review certificate.

Board recommend the members to appoint M/s Prakash Tekwani & Associates (FirmRegistration No. 0120253W) Chartered Accountants for a term of five consecutive years.

The Comments on the qualifications in the Auditors' Report on the financial statementsof the Company for financial year 2019-20 are provided in the “Statement on Impact ofAudit Qualifications” which is annexed as Annexure II and forms part of this report.

REPORTING OF FRAUDS

There are no instance of fraud during the year under review which required theStatutory Auditors to report under Section 143(12) of Act and Rules framed thereunder.

INTERNAL AUDITOR

Since the Company was under corporate insolvency resolution process (CIRP) during theyear no internal audit was conducted.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsin their meeting held on 21 November 2020 have appointed CS Anisha Jhunjhunwala CompanySecretary in Whole Time Practice as Secretarial Auditor to conduct Secretarial Audit ofthe Company for the Financial Year 2019-2020. The Secretarial Auditors Report issued by CSAnisha Jhunjhunwala Company Secretary in Whole Time Practice in Form MR-3 is annexed tothis Board's Report (Annexure III). The reconstituted Board of Directors have been inoffice only since September 25 2020 and reconstituted Board is submitting theseexplanations in compliance with the Act. Explanations to the observations made by thesecretarial auditor in his report for the year under review are as follows:

a. The Company has not paid the annual listing fees to NSE for the FY 2019-20 duringthe period under review.

Explanation: The Company was under the CIRP since July 25 2019. During the saidprocess the powers of the board of directors of the Company were suspended and were beingexercised by the Resolution Professional (“RP”). Hence the reconstituted boardof directors are in process to pay annual listing fees to NSE for the FY 2019-20.

b. The Company has failed the Appoint the whole Time Company Secretary & Complianceofficer of the Company after termination of services of Mr. Ashish Pandey (CS & CFO)w.e.f 4th November 2019 by the Committee of Creditors in their 3rdMeeting held on 4th November 2019.

Explanation: The Company was under the CIRP since July 25 2019. During the saidprocess the powers of the board of directors of the Company were suspended and were beingexercised by the Resolution Professional (“RP”). Hence the reconstituted boardof directors have appointed Mr. Ashish Thakur as the company Secretary of the Company andMS. Veena Pani Chaudhary appointed as CFO of the company.

c. No records of the meeting of the committees like Audit committee Nomination &remuneration committee stakeholder committee corporate social responsibility isavailable for verification during the reporting period.

Explanation: The Company was under the CIRP since July 25 2019. During the saidprocess the powers of the board of directors of the Company were suspended and were beingexercised by the Resolution Professional (“RP”). No meeting of committees likeAudit committee Nomination & remuneration committee stakeholder committee corporatesocial responsibility were held and conducted.

d. The Company has failed to convene the AGM of the FY 2018-2019

Explanation: The Company was under the CIRP since July 25 2019. During the saidprocess the powers of the board of directors of the Company were suspended and were beingexercised by the Resolution Professional (“RP”). It was informed that theResolution Professional sought some clarifications/documents on the financial results/annual report of the Company but the same was not provided by the erstwhile management.

e. The Company has failed to file following forms with the Ministry of Corporateaffairs for the FY 2019-20.

a. DPT-3

b. MSME form

c. AOC-4 for filing provisional financial statement

d. MGT-7

e. Active Compliant

Explanation: The Company was under the CIRP since July 25 2019. During the saidprocess the powers of the board of directors of the Company were suspended and were beingexercised by the Resolution Professional (“RP”). It was informed that due tonon-cooperation from the suspended board of management and lack of information/documentsthe above said forms were not filed.

f. Securities Exchange Board of India imposed Penalty in the matter of Ricoh IndiaLimited of Rs.

23034010 (Rupees Two Crore Thirty Lakhs Thirty-four thousand ten Only) Jointly onthe Company and Mr. Amalendu Mukherjee (Suspended Managing Director w.e.f 25.09.2019) videorder no. WTM/GM/IVD/80/2019-20 under Insider Trading Regulations 2015.

Explanation: The reconstituted board of directors are looking into the said matter andwill take all the necessary steps to resolve the issue.

g. Below is the list of non-Compliance regarding the SEBI (LODR) 2015 and otherregulations of SEBI

Sr. No. Particular Quarter ending/Half yearly Period ending Name of the Regulation Remarks
1. Statement Grievance Redressal Mechanism Quarterly June 2019 13(3) of SEBI (LODR) 2015 Late filed
2. Statement Grievance Redressal Mechanism Quarterly September 2019 13(3) of SEBI (LODR) 2015 Late filed
3. Statement Grievance Redressal Mechanism Quarterly December 2019 13(3) of SEBI (LODR) 2015 Late filed
4. Reconciliation of Share Capital Audit Report Quarterly March 2019 76 of SEBI (Depositories and Participants) Regulations 2018 Late filed
5. Reconciliation of Share Capital Audit Report Quarterly March 2019 76 of SEBI (Depositories and Participants) Regulations 2018 Late filed
6. Reconciliation of Share Capital Audit Report Quarterly September 2019 76 of SEBI (Depositories and Participants) Regulations 2018 Late filed
7. Reconciliation of Share Capital Audit Report Quarterly December 2019 76 of SEBI (Depositories and Participants) Regulations 2018 Late filed
8. Shareholding Pattern. Half yearly September 2019 31 of SEBI (LODR) 2015 Late filed
9. Financial Results. Whole F.Y March 2019 33 of SEBI (LODR) 2015 Late filed
10. Financial Results. Half yearly September 2019 33 of SEBI (LODR) 2015 Not filed
11. Compliance Certificate Half yearly September 2019 7(3) of SEBI (LODR) 2015 Late filed
12. Compliance Certificate w.r.t Transfer or Transmission or Transposition of securities Half yearly September 2019 40(10 of SEBI (LODR) 2015 Late filed
13. Listing fees Annually F.Y 2019- 20 Not paid
14. Annual Report & AGM Notice Annually F.Y 2019- 20 34 of SEBI (LODR) 2015 Not filed

Explanation: The Company was under the CIRP since July 25 2019. During the saidprocess the powers of the board of directors of the Company were suspended and were beingexercised by the Resolution Professional (“RP”). It was informed that due tonon-cooperation from the suspended board of management and lack of information/documentsthe above said forms were not filed timely. However once the informations were receivedby the erstwhile management the above said filing in accordance to SEBI (LODR) 2015 wasdone by the resolution professional.

COST AUDITOR

Maintenance of cost records as specified by the Central Government under Section 148 ofthe Companies Act 2013 is not applicable to the Company

CORPORATE GOVERNANCE

In compliance with provisions of corporate governance under applicable provisions ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Your Companybeing listed on SME Exchange “NSE Emerge” is exempt with the provisions ofcorporate governance as per Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided is being annexed at Annexure IV.

PARTICULARS OF EMPLOYEES

Information required pursuant to Section 197(12) of the Companies Act 2013 (“theAct”) read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure V to this Report EMPLOYEES STOCKOPTION SCHEME

During the year under review the Company has not issued stock options to the employeesof the Company as required to be disclosed under rule 12 (9) of Companies (Share Capitaland Debentures) Rules 2014

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.The aim of the policy is to provide protection to employees at the workplace and preventand redress complaints of sexual harassment and for matters connected or incidentalthereto with the objective of providing a safe working environment where employees feelsecure. All employees (permanent contractual temporary trainees) are covered under thesaid policy. No complaint was pending at the beginning of the year and none was receivedduring the year.

CAUTIONARY STATEMENT

The statements made in this Directors' Report and Management Discussion and AnalysisReport describing the Company's objectives projections outlook expectations and othersmay be “forward-looking statements” within the meaning of applicable laws andregulations. Actual results may differ from expectations than those expressed or implied.Important factors that could make difference to the Company's operations includes changein government policies global market conditions import-export policy foreign exchangefluctuations financial position raw material availability tax regimes and otherancillary factors

ACKNOWLEDGMENTS

Your Directors place on record their gratitude to the Central Government StateGovernments Adjudicating Authority Courts and Company's Bankers for the assistanceco-operation and encouragement they extended to the Company. Your Directors also wish toplace on record their sincere thanks and appreciation for the continuing support andunstinting efforts of investors vendors dealers business associates and employees

For and on behalf of the Board of Directors of
Dhaval Jitendra Mistry Neelu Manroopji Choudhary
Director Director
DIN: 03411290 DIN: 08205088

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