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Ganesha Ecosphere Ltd.

BSE: 514167 Sector: Industrials
NSE: GANECOS ISIN Code: INE845D01014
BSE 00:00 | 22 Sep 510.85 1.10
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NSE 00:00 | 22 Sep 511.60 2.35
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OPEN 495.20
PREVIOUS CLOSE 509.75
VOLUME 8681
52-Week high 687.70
52-Week low 239.00
P/E 17.85
Mkt Cap.(Rs cr) 1,115
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 495.20
CLOSE 509.75
VOLUME 8681
52-Week high 687.70
52-Week low 239.00
P/E 17.85
Mkt Cap.(Rs cr) 1,115
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ganesha Ecosphere Ltd. (GANECOS) - Director Report

Company director report

To

The Members of Ganesha Ecosphere Limited

Your Directors have pleasure in presenting the Thirty-Second Annual Report of theCompany together with the Audited Financial Statements for the financial year ended 31stMarch 2021.

FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31st March 2021 ascompared to the preceding year are as under:

(Rs. in Crore)

Standalone Consolidated
Year ended March 31 2021 Year ended March 31 2020 Year ended March 31 2021 Year ended March 31 2020
Total Income 761.91 896.33 760.57 896.24
Profit before Finance Costs Depreciation and Amortization Expense 95.49 119.30 93.92 119.10
Less: Finance Costs 8.71 7.78 8.81 7.78
Less: Depreciation & Amortization Expense 27.16 28.05 27.16 28.05
Profit before Tax 59.62 83.47 57.95 83.27
Tax Expense (14.43) (19.59) (14.43) (19.59)
Profit after Tax 45.19 63.88 43.52 63.68
Add: Other Comprehensive Income 0.32 0.12 0.32 0.12
Total Comprehensive Income 45.51 64.00 43.84 63.80
Balance in retained earnings at the beginning of the year 306.93 248.20 306.73 248.20
Profit after Tax available for appropriation 352.44 312.20 350.57 312.00
Dividend Paid (4.37) (4.37) (4.37) (4.37)
Dividend Distribution Tax - (0.90) - (0.90)
Transfer to General Reserve - - - -
Balance in retained earnings at the end of the year 348.07 306.93 346.20 306.73

FINANCIAL AND OPERATIONAL PERFORMANCE

The standalone and consolidated financial statements for the financial year ended 31stMarch 2021 forming part of this Annual Report have been prepared in accordance with theIndian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs andas amended from time to time.

On standalone basis the total income of the Company was Rs.761.91 Crore. The OperatingProfit (EBITDA) stood at Rs.95.49 Crore. During the year under review the Company hasearned Net Profit of Rs45.19 Crore.

On consolidated basis the Company achieved a total income of Rs.760.57 Crore. Ourconsolidated net profit for the year is Rs.43.52 Crore.

During the year under review the performance of the Company was adversely affected dueto nationwide lockdown imposed by Central and State Government(s) to combat the COVID-19pandemic. Accordingly the financial performance of the Company for the year ended on 31stMarch 2021 is not comparable to the previous year.

IMPACT OF COVID 19 PANDEMIC

COVID-19 had adversely affected almost all economies of the World including India.Pursuant to the nationwide lockdown imposed by the Government of India since March 2020to contain the spread of COVID-19 outbreak the Company's operations were suspendedtemporarily which gradually resumed in a phased manner adhering to the prescribed safetynorms. Complete operations at all manufacturing locations could be resumed during July2020.

The Company remains watchful of the potential impact of COVID-19 pandemic particularlythe current "second wave" and based on its review of current indicators offuture economic conditions it does not anticipate any challenge in its ability tocontinue as going concern. The impact assessment of COVID-19 is a continuing process giventhe uncertainties associated with its nature and duration and accordingly the impact maybe different from that estimated as on the date of this Report. The Company will continueto monitor any material changes to future economic conditions.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

On 4th June 2021 a major fire accident took place at Company's Polyester Staple Fibermanufacturing unit located at Kanpur Dehat Uttar Pradesh. Out of three Production Linesof the unit two Production lines were fully destroyed along- with related buildingsplant and machinery godowns and inventories. There was no loss or injury to human life.

Based on internal evaluation the Company has recognized a loss of Rs. 33.58 Crore andalso recognized deferred tax asset of Rs. 8.45 Crore in the books of the quarter ended30th June 2021. The net impact of this loss is Rs. 25.13 Crore. The loss of assets isfully covered by the fire insurance policy and management is quite confident in gettingfull compensation of loss from insurance company.

Also second wave of COVID-19 pandemic during April and May 2021 has made some impacton the performance of the Company during the current year. However we believe that theremay not be significant impact of the pandemic on the financial position and performance ofthe Company in long term.

Except above no material changes or commitments affecting the financial position ofthe Company have occurred between the end of the financial year and the date of thisReport.

RATING

During the financial year 2020-21 the following ratings have been re-affirmed by ICRAand CARE:

i. A; Stable (Single A; Outlook Stable) for Long Term Bank Facilities (Term Loan andFund Based) signifying adequate degree of safety regarding timely servicing of financialobligations. Such facilities carry low credit risk.

ii. A1 (A One) for Short Term Bank Facilities (Non-Fund based) signifying very strongdegree of safety regarding timely payment of financial obligations. Such facilities carrylowest credit risk.

DIVIDEND

Your Directors are pleased to recommend a dividend of '2/- per share (i.e. @ 20%) onEquity Shares of '10/- each of the Company involving cash outflow of '436.59 lakh of theCompany's standalone net profit for the financial year 2020-21. Dividend is subject toapproval of members at the ensuing Annual General Meeting (AGM) and shall be subject todeduction of income tax at source.

During the year under review unpaid dividend for the financial year 2012-13 amountingto '10.48 Lakh being unclaimed for more than 7 years from the date it was lying in theunpaid dividend account had been transferred by the Company to the Investor Education andProtection Fund (IEPF) of the Central Government in terms of Section 124(5) of theCompanies Act 2013.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended ("ListingRegulations") the Board of Directors at their meeting held on 6th August 2021 hasapproved and adopted a Dividend Distribution Policy which endeavours for fairnessconsistency and sustainability while distributing profits to the shareholders. TheDividend Distribution policy is available on the Company's website athttps://www.ganeshaecosphere.com/corporate- governance-policies.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31st March 2021; the Company had two wholly owned subsidiaries namely:

• Ganesha Ecopet Private Limited; and

• Ganesha Ecotech Private Limited (incorporated on 17th November 2020)

However your Company has no Associate and Joint Venture Companies during the yearended on 31st March 2021.

The Consolidated Financial Statements of the Company and its Subsidiaries are preparedin accordance with the Companies Act 2013 and applicable Indian Accounting Standards andform part of this Annual Report.

Both wholly owned subsidiaries of the Company have not started any manufacturingoperations as of 31st March 2021. A statement containing salient features of theFinancial Statements of the Subsidiaries in the prescribed format in Form AOC-1 asrequired under first proviso to Section 129(3) of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 is included in this Report as "AnnexureA" and forms an integral part of this Report.

In terms of the provisions of Section 136 of the Companies Act 2013 read with theListing Regulations the Audited Financial Statements of the Subsidiary Companies areplaced on website of the Company and can be accessed at https://www.ganeshaecosphere.com/subsidiary.

In July 2021 the Company has completed the acquisition of an under construction PETwashing plant at Nepal by acquiring the entire shareholding of 'Ganesha Overseas PrivateLimited' (Formerly known as Essel Industries Nepal Private Limited). AccordinglyGanesha Overseas Private Limited has become a wholly-owned subsidiary of the Company.

The policy for determining material subsidiaries of the Company is available on theCompany's website at https:// www.ganeshaecosphere.com/corporate-governance-policies

GANESHA ECOSPHERE EMPLOYEES' STOCK OPTION SCHEME 2021

During the year under review the "Ganesha Ecosphere Employees' Stock OptionScheme 2021" ("ESOP Scheme") was approved by the shareholders of theCompany on 26th February 2021. Under this Scheme the eligible employees of the Companyand of its subsidiaries will be entitled to exercise the Employee Stock Options (ESOPs)granted to them at the exercise price during the exercise period. The Nomination andRemuneration Committee of the Board shall administer the ESOP Scheme through GaneshaEmployees' Welfare Trust. The provisions of the Scheme are in compliance with theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014.

During the year under review no ESOPs were granted under the Scheme and thus theScheme has only been passed and not implemented. Hence the disclosure requirement underthe SEBI's Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16th June 2015 and the Companies(Share Capital and Debentures) Rules 2014 is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of the Listing Regulations is provided in a separate sectionforming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Members of the Company at the 31st Annual General Meeting held on 22nd September2020 have appointed Dr. Shobha Chaturvedi (DIN: 08553800) as a Non- Executive IndependentDirector of the Company not liable to retire by rotation for a term of 5 (five)consecutive years w.e.f. 5th September 2019 upto the conclusion of 35th AGM of theCompany to be held in the calendar year 2024.

During the year under review Shri Anoop Gupta (DIN: 00153340) ceased to be aNon-Executive Independent Director of the Company with effect from 22nd September 2020upon completion of his second term as Independent Director. Further Smt. Seema Sharma(DIN: 07466530) NonExecutive Director retired from the Board by rotation on 22ndSeptember 2020. The Board places on record its deepest gratitude and appreciation towardsvaluable contribution made by Shri Anoop Gupta and Smt. Seema Sharma during their tenureas directors of the Company.

Shri Gopal Singh Shekhavat Director (Administration) of the Company left us for hisheavenly abode on 24th December 2020. Late Gopal Singh Shekhavat was appointed to theBoard of the Company as Director (Administration) w.e.f. 1st June 2013. He had playedcrucial leadership roles and was successful in sustaining the Company in all hard times.His sad demise is an irreparable loss to the Company. The Board of Directors of theCompany express their deepest condolences and pay tribute to Late Gopal Singh Shekhavat.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Articlesof Association of the Company Shri Vishnu Dutt Khandelwal (DIN: 00383507) Executive ViceChairman of the Company retires from the Board by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible he has offered himself for re-appointment. TheBoard recommends the proposal of his re-appointment for consideration of the Members atthe ensuing Annual General Meeting (AGM) of the Company. A brief profile of Shri VishnuDutt Khandelwal has been provided in the Notice of ensuing AGM.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company had received the declarations u/s 149(7) of the Companies Act 2013 fromall Independent Directors that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the ListingRegulations and they have also confirmed that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgement and without anyexternal influence.

In terms of Section 150 of the Companies Act 2013 read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 Independent Directors of theCompany have confirmed that they have registered themselves with the databank maintainedby the Indian Institute of Corporate Affairs.

In the opinion of the Board all the Independent Directors on the Board of the Companypossess requisite qualifications and attributes of integrity expertise and experience.

COMPOSITION OF AUDIT COMMITTEE

As on 31st March 2021 the Audit Committee of the Company consisted of Five Directorsout of which Four Directors are independent. The composition and other details areprovided in the Corporate Governance Report of the Company. During the year all therecommendations made by the Audit Committee were accepted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability in respect of the financial year ended 31st March2021 confirm that: -

a) in preparation of the Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures if any;

b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that year;

c) they have 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;

d) they have prepared Annual Accounts on a 'Going Concern' basis.

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively.

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with thesize of the Company and the nature of its business with reference to financialstatements. Internal Auditors of the Company periodically audit the adequacy andeffectiveness of the internal controls laid down by the management. The Audit Committee ofthe Board of Directors also regularly reviews the adequacy and effectiveness of theinternal control systems and suggests improvements to strengthen the same.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the financial year2020-21 are given under the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

The copy of Annual Return as required under Section 92(3) and Section 134(3)(a) of theCompanies Act 2013 is placed on the Company's website and can be accessed athttps://ganeshaecosphere.com/admin/UploadedFiles/ContentImages/AnnualReturn/Annualreturn2019-2020.pdf

LISTING

The Equity Shares of the Company are presently listed at BSE Limited and National StockExchange of India Limited and the listing fee for the year 2021-22 for both the StockExchanges is paid.

AUDITORS AND AUDITORS' REPORT

A. STATUTORY AUDITORS

M/s. Narendra Singhania & Co. Chartered Accountants New Delhi were appointed asStatutory Auditors of the Company at the 28th Annual General Meeting of the Company heldon 25th September 2017 who shall hold office till the conclusion of the 33rd AnnualGeneral Meeting in accordance with the provisions of the Companies Act 2013. The Auditorshave confirmed that they are not disqualified from continuing as Statutory Auditors of theCompany.

The Auditors' Report for the financial year 2020-21 does not contain any qualificationreservation or adverse remark.

B. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Board has appointed M/s. S.K. Gupta & Co. Company Secretaries asSecretarial Auditor to undertake Secretarial Audit for the financial year 2020-21. TheSecretarial Audit Report for the financial year ended 31st March 2021 is annexed herewithas "Annexure B".

The Secretarial Audit Report for the Financial Year 202021 does not contain anyqualification reservation or adverse remark.

C. COST AUDITORS

Pursuant to the Rules made by the Central Government of India the Company is requiredto maintain cost records as specified under Section 148 (1) of the Companies Act 2013 inrespect of its products and accordingly such accounts and records are made and maintained.

M/s. R. M. Bansal & Co. Cost Accountants (Firm Regn. No.:000022) and M/s. RakeshMisra & Co. Cost Accountants (Firm Regn. No.: 000249) have been appointed as CostAuditors of the Company to conduct the audit of the Cost Accounts of the Company inrespect of its products 'Yarn' and 'Recycled Polyester Staple Fibre' respectively for thefinancial year 2021-22.

As required under the Companies Act 2013 the resolutions seeking Members'ratification for the remuneration payable to Cost Auditors form part of the Noticeconvening the Annual General Meeting.

d internal Auditors

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 your Company engaged the services of M/s. Ashok & Ajai CharteredAccountants Kanpur to conduct the Internal Audit of the functions and activities of theCompany for the Financial Year 2020-21. Quarterly Internal Audit Reports are placed beforethe Audit Committee of the Company for its review.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.

RELATED PARTY TRANSACTIONS

During the financial year under review all transactions entered into with RelatedParties were in the ordinary course of business and on an arm's length basis and they wereplaced before the Audit Committee for approval. Omnibus approval from the Audit Committeewas obtained on annual basis for transactions of repetitive nature. During the year theCompany had not entered into any contract/ arrangement / transaction with related partieswhich could be considered material in accordance with the Company's Related PartyTransactions Policy. Accordingly the disclosure of Related Party Transactions as requiredunder Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable. Therelated party transactions are disclosed under Note No. 34 of the Notes to the StandaloneFinancial Statements for the year ended 31st March 2021.

The Company's Policy on Related Party Transactions is disclosed on the website of theCompany at the link https://ganeshaecosphere.com/admin/UploadedFiles/ContentImages/PoliciesAttachment/related-party-transaction. pdf

PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS BY THE COMPANY

Pursuant to Section 186 of the Companies Act 2013 and Schedule V of the ListingRegulations disclosure on particulars of loans given investments made guarantees and/or securities provided along with the purpose for which the loan or guarantee or securitywere proposed to be utilized by the recipient are provided in the notes to the financialstatements.

WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 and the Listing Regulations theCompany has adopted Whistle Blower Policy for vigil mechanism for Directors and employeesto report to the management about the unethical behaviour fraud or violation of Company'scode of conduct. The details of the policy are explained in the Corporate GovernanceReport.

The Policy has been posted on the website of the Company and may be accessed at thelink https://ganeshaecosphere.com/ admin/UploadedFiles/ContentImages/PoliciesAttachment/whistle-blower-policy.pdf

NOMINATION AND REMUNERATION POLICY

Our current Nomination and Remuneration Policy is to have an appropriate mix ofExecutive and Non-Executive Directors including the independent directors to maintain thediversity and independence of the Board.

The broad parameters covered under the Policy are -Attributes Qualifications andRemuneration of Executive and Non Executive Directors including Independent Directors KMPand Senior Management Personnel. It also covers performance evaluation criteria of theBoard its Committees and individual directors.

The Nomination Remuneration and Board Diversity Policy of the Company is available onthe website of the Company at the link https://ganeshaecosphere.com/admin/UploadedFiles/ContentImages/PoliciesAttachment/Policy-on-Nomination-Remuneration-And-Board-Diversity.pdf. There has been no change in the policy during theyear under review. We affirm that the remuneration paid to the Directors is as per theterms laid out in the Policy.

BOARD EVALUATION

The Board of Directors at its meeting held on 25th January 2021 has carried out anannual evaluation of its own performance board committees and individual directorspursuant to the provisions of the Act & Listing Regulations. Performance Evaluation ofIndependent Directors was done by the entire board excluding the director beingevaluated. The Evaluation Process was conducted through a structured questionnaireprepared after taking into consideration the various aspects laid down under the"Nomination Remuneration and Board Diversity Policy" of the Company. The Boardof Directors expressed satisfaction with the evaluation process.

In a separate meeting of Independent Directors held on 30th March 2021 performance ofnon-independent directors the Chairman of the Company and the Board as a whole wasevaluated taking into account the views of Executive Directors and other Non-ExecutiveDirectors. Independent Directors have also assessed the quality quantity and timelinessof flow of information between the Company's Management and the Board and recorded theirsatisfaction with the flow of information.

RISK MANAGEMENT

Risk management is an ongoing process and embedded in the operating framework of theCompany. Risk Management & Strategic Planning Committee of the Board has beenentrusted for timely identification evaluation and mitigation of all types of risksincluding strategic financial operational sectoral and external environment risks. TheCommittee is responsible for formulating and reviewing the risk management plan/ policyand ensuring its effectiveness across the organization. The Audit Committee of the Boardhas an additional oversight in the risk management systems prevailing in the Company.

There are no risks which in the opinion of the Board are of the nature that canthreaten the existence of the Company. However the risks inter-se those are generallydealt in regular course of business and have to be taken care of are fluctuations inforeign exchange rates and prices of raw material as well as finished products.

The Risk Management Policy has been uploaded on the Company's website and may beaccessed at the link https://ganeshaecosphere.com/admin/UploadedFiles/ContentImages/PoliciesAttachment/Risk_Management_- Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to focus on inclusive growth and improving lives bycontributing towards communities around which it operates. In compliance with Section 135of the Companies Act 2013 the Company has undertaken CSR activities projects andprograms as provided in the CSR policy of the Company and as identified under Schedule VIIto the Companies Act 2013.

The detailed report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 as amended is set out as "Annexure C" andforms an integral part of this Report.

In order to incorporate the amendments notified through the Companies (Corporate SocialResponsibility Policy) Amendment Rules 2021 dated 22nd January 2021 the Board ofDirectors at their meeting held on 6th August 2021 has amended the CSR policy of theCompany. The CSR Policy may be accessed at the link https://www.ganeshaecosphere.com/corporate-governance-policies.

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2) of Listing Regulations a Business Responsibility Reportdescribing the initiatives taken by the Company from an environmental social andgovernance perspective is provided in a separate section forming part of the AnnualReport.

DEPOSITS

During the year under review the Company has neither accepted nor renewed any depositfrom public in terms of the provisions of Sections 73 and 76 of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014.

In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014the Company during the year had accepted an amount of Rs.2.74 Crore as unsecured loansfrom the Directors and the balance outstanding as on 31st March 2021 was Rs.4.25 Crore.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which would impact the going concern status of theCompany and its future operations.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureD".

PARTICULARS OF EMPLOYEES

The Disclosure required under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed as "Annexure E" and forms an integral part of this Report. Theinformation showing names and other particulars of employees as per Rule 5(2) and 5(3) ofthe aforesaid Rules forms part of this report. However as per first proviso to Section136(1) of the Act the Annual Report excluding the aforesaid information is being sent tothe members of the Company and others entitled thereto. The said information is availablefor inspection by members at the registered office of the Company during business hours onall working days upto the date of ensuing Annual General Meeting. Any member interested inobtaining a copy thereof may also write to the Company Secretary.

CORPORATE GOVERNANCE

As required under Schedule V to the Listing Regulations a separate section onCorporate Governance together with Certificate from M/s. S. K. Gupta & Co. PracticingCompany Secretaries confirming compliance of the conditions of Corporate Governanceforms an integral part of this Report.

POLICY ON SEXUAL HARASSMENT

Prevention and control of sexual harassment at workplace constitutes an important partof corporate culture while aligning with best practices and improving managementprocesses. The Company has zero tolerance for sexual harassment at workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace with a mechanism of lodging complaints and has constituted an InternalComplaints Committee in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder. No complaints were reported to the Board for sexual harassment of women at workplace during the financial year 2020-21.

GENERAL

• The Company has not issued any equity shares with differential rights as todividend voting or otherwise.

• The Company has not issued any shares (including sweat equity shares) toemployees of the Company or its subsidiary under any scheme.

• There is no change in the Share Capital Structure of the Company during the yearunder review.

• There was no revision in the financial statements.

• Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries.

• There has been no change in the nature of business of the Company.

• There is no proceeding initiated/ pending against the Company under theInsolvency and Bankruptcy Code 2016.

• There was no instance of onetime settlement with any Bank or FinancialInstitution.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record appreciation for theco-operation and support extended by various departments of the Central and the StateGovernment(s) Bankers and Business associates.

Your Directors also wish to express their deepest appreciation to the employees at alllevels whose dedicated efforts co-operation and unending support helped the Company indelivering results despite the challenges. We are also grateful to all the shareholderscustomers dealers agents suppliers and bankers of the Company for reposing continuedtrust support and confidence in the management of the Company.

Place : Kanpur For and on behalf of the Board (Shyam Sunder Sharmma)
Date : 6th August 2021 Chairman
DIN: 00530921

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