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GKB Ophthalmics Ltd.

BSE: 533212 Sector: Consumer
NSE: GKB ISIN Code: INE265D01015
BSE 00:00 | 23 Jul 92.80 2.45
(2.71%)
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NSE 05:30 | 01 Jan GKB Ophthalmics Ltd
OPEN 92.00
PREVIOUS CLOSE 90.35
VOLUME 3480
52-Week high 124.25
52-Week low 45.00
P/E
Mkt Cap.(Rs cr) 47
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 92.00
CLOSE 90.35
VOLUME 3480
52-Week high 124.25
52-Week low 45.00
P/E
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GKB Ophthalmics Ltd. (GKB) - Director Report

Company director report

Dear Shareholders

Your Directors have great pleasure inpresenting before you the 37th Annual Report of the Company together with the AuditedAnnual Financial Statements of the Company for the year ended March 31 2019.

FINANCIAL RESULTS:

The Company's financial performance for theyear under review along with the previous year figures is given hereunder:

2018-19

2017-18

Revenue from Operations & Other Income

3309.29

3848.66

Profit/Loss before Financial Charges Depreciation & Taxation

157.08

6.80

Less: Finance Charges

139.34

122.75

Less: Depreciation

343.13

158.16

Less: Deferred Tax

(47.54)

(16.57)

Profit/ ( Loss) for the year

(277.85)

(257.55)

Other Comprehensive Income ( Net of Taxes)

5.97

(7.87)

Total Comprehensive Income for the year

(271.88)

(265.42)

Balance from previous years

1359.33

1624.76

Balance carried forward

1087.45

1359.33

OPERATIONS:

During the year under review the turnoverof the Company was lower to the tune of Rs. 3309.29 lakhs compared to Rs. 3848.66 lakhsin the previous financial year. There was a net loss of Rs. 277.85 lakhs during thecurrent financial year compared to a net loss of Rs. 257.55 lakhs during the previousfinancial year. As there was lack of demand for glass lenses the Company had to switch ontotally to manufacture of Plastic Lenses. As far as manufacturing of Plastic Lenses isconcerned there is stiff competition from China. Due to ongoing US – China TradeWar China is dumping their lenses more fiercely in Indian market at lower than costprice. The Company is in the advanced stage of making a representation to the CentralGovernment on imposing Anti – Dumping Duty.

DIVIDEND:

With the view to conserve the resourcesyour Directors regret their inability to recommend any dividend for the year 2018-19. Noamount has been transferred to reserve for the financial year ended March 31 2019.

SHARE CAPITAL:

The paid up equity share capital as on March31 2019 is Rs. 464.06 lakhs. The Share Capital of the company has been increased by Rs.48.70 lakhs as the company has issued Equity shares to Non- Promoters and Non PromoterGroups on preferential basis.

ISSUE OF SHARES ON PREFERENTIAL BASIS:-

The company has issued 650000 equity shares of Rs 10 each on preferentialbasis. Out of which 487000 equits shares were subscribed by Non- Promoters and Non-Promoter Groups pursuant to a resolution passed by the shareholders in the Extra OrdinaryGeneral Meeting held on June 04 2018. The totalconsideration received was Rs. 7.54 crores.

The 'in-principle' approval from BSE Ltd.was received on July 13 2018 and the shares were allotted within 15 days on July 272018 in compliance with Chapter VII of SEBI (ICDR) Regulations 2009. The issue price ofthe Shares was Rs. 155/- which included a premium of Rs. 145/- per share. The price was determined on the basis of a valuationreport given by Statutory Auditor MSKA & Associates Chartered Accountants appointedby the Audit Committee.

ISSUE OF EQUITY CONVERTIBLE WARRANTS:-

The Company has issued 750000 EquityConvertible Warrants on preferential basis to Promoters and Non- Promoters/ Non PromoterGroups pursuant to a resolution passed by the shareholderson June 04 2018. The issue price of the Warrant was Rs. 155/- which included apremium of Rs. 145/- per warrant out of which 25% of the consideration was receivedupfront in compliance with Chapter VII of SEBI (ICDR) Regulations 2009. The price wasdetermined on the basis of a valuation report given by Statutory Auditor MSKA &Associates Chartered Accountants appointed by the Audit Committee.

The total consideration received was Rs. 2.90 crores i.e. 25% of the total issue price. Thewarrants are issued to Promoters and Non- Promoters/ Non Promoter Groups. The Promotershave subscribed for 200000 Warrants out of 750000 Warrants and 550000 Warrants aresubscribed by Non- Promoters/ Non - Promoter Groups. The warrants may be converted intoEquity Shares before the expiry of 18 months from the date of allotment of the Warrantsi.e. July 27 2018 subject to receipt of remaining 75% of the issue price.

SUBSIDIARIES:

The Company has a Wholly Owned Subsidiarynamely GKB Ophthalmics Products FZE Sharjah UAE. TheLens Company NJ USA is a Wholly Owned Subsidiary of GKB Ophthalmics Products FZE and aStep Down Subsidiary of the Company. The proposal for winding up of GKB Ophthalmics GmbHis pending for approval with Reserve Bank of India Mumbai.

On October 05 2018 GSV Ophthalmics PrivateLimited has been incorporated and is a Wholly Owned Subsidiary of the Company. We are inthe process of completing various formalitiesrequired for the project.

A statement under Section 129(3) of theCompanies Act 2013 containing salient features of the financial statement andperformance of subsidiaries in Form AOC-1 isannexed with the Consolidated Financial Statements. Interms of Section 136(1)(a) of the Companies Act 2013 theAudited Accounts of the subsidiaries are placed on website of the Company at www.gkb.net. Acopy of the audited financial statements in respect of each of the subsidiaries will bemade available to interested shareholders upon a written request. The audited accounts ofthe subsidiaries are also available at the Registered Office of the Company forinspection during business hours.

TRANSFERS TO INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)

The Ministry of Corporate Affairs has set upthe Investor Education and Protection Fund for promotion of investor awareness andprotection of investor interests. In terms of Section 124 of the Companies Act 2013 andthe rules made thereunder the dividends in respect of the shares of the Company whichhave remained unpaid or unclaimed for seven consecutive years or more are required to betransferred to IEPF.

The Company has not declared any dividendsince 2010-11 and hence there are no unclaimed dividends to be transferred to IEPF from2010-11 onwards.

ACCREDITION:

The Company has been accredited with ISO9001:2015 by TUV SUD South Asia Private Limited.

CHANGE IN PROMOTERS' SHAREHOLDING:

The Company has allotted 487000 EquityShares of Rs. 155 each ( including a premium of Rs 145) on preferential basis to NonPromoters and Non Promoter Groups. Consequently the Promoter's shareholding has gone downto 48.41% from 54.08% and Public shareholding has gone up to 51.59% from 45.92%.

CHANGE IN NATURE OF BUSINESS IF ANY:

There has been no change in the nature ofbusiness of the Company during the year 2018-19.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Prakash V. Joshi will be retiring byrotation at the forthcoming AGM pursuant to Articles of Association of the Company beingeligible offers himself for re-appointment. Briefresume together with other relevant details of Mr. Prakash Joshi are given in Annexure tothe Notice for the ensuing Annual General Meeting.

Mr. Christopher Hickman Non-ExecutiveIndependent Director resigned with effect from September 05 2018 due to personalreasons. The Board places on record its appreciation for the guidance provided by himduring his tenure as a Director of the Company. Mr. Gaurav Gupta has relinquished theposition of Non-Executive Director w.e.f. April 20 2019. Mr. Prakash V. Joshi hasrelinquished the office of Executive Director and is now a Non-Executive Director w.e.f.February 01 2019.

Mr. Noel Da Silva has ceased to be the Chief Financial Officer Company Secretary and KeyManagerial Personnel of the Company with effect from March 31 2019. Mr. Gurudas Sawanthas been appointment as the Chief Financial Officer and Key Managerial Personnel of theCompany and Ms. Pooja Bicholkar has been appointment as Company Secretary and KeyManagerial Personnel of the company both with effect from April 01 2019.

Pursuant to provisions of Section 2 (51) andSection 203 of the Companies Act 2013 read with Rule 8 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the following are the Key ManagerialPersonnel (KMP) of the Company as on the date of this report:-

Sr. No.

Name of the KMP

Designation

1

Mr. K. G. Gupta

Managing Director

2

Mr. Gurudas Sawant

Chief Financial Officer

3

Ms. Pooja Bicholkar

Company Secretary

SEPARATE MEETING OF THE INDEPENDENTDIRECTORS:

In terms of Section 149 (8) read withSchedule IV of the Companies Act 2013 the Independent Directors held a Meeting on March25 2019 without the attendance of Non-Independent Directors and members of Management.All the Independent Directors were present at the meeting.

At this meeting the Independent Directors:

1. Reviewed the performance of theNon-Independent Directors and the Board as a whole.

2. Reviewed the performance of Chairpersontaking into account the views of Executive Director and Non-Executive Directors.

3. Assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.

4. Discussed and decided about thefamiliarization of Independent Directors' programme conducted by the Company and alsoviews of the Independent Directors on the familiarizationprogrammes.

INDEPENDENT DIRECTORS' DECLARATION

The Independent Directors have submitted theDeclaration of Independence as required pursuant to Section 149 of the Companies Act2013 and provisions of the Listing Regulations 2015 stating that they meet the criteriaof independence as provided therein. The Independent Directors have complied with theCode for Independent Directors prescribed in Schedule IV to the Act.

MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review eight BoardMeetings were held. Further details are given in Corporate Governance Report forming partof this Report. The maximum gap between two Board Meetings held during the year was notmore than 120 days.

AUDIT COMMITTEE:

The composition of the Audit Committee andother details are given in Corporate Governance Report which is part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committeehas formulated the criteria for determining qualifications positive attributes andindependence of a director relating to remuneration for directors key managerialpersonnel as provided under section 178(3) of the Companies Act 2013 and ListingRegulations 2015.

The Remuneration Policy is stated in theCorporate Governance Report which is part of this report. Further details have beendisseminated on the Company's website www.gkb.net

PERFORMANCE EVALUATION:

The Board evaluated the performance of theBoard as a whole Committees of the Board and the performance of individual directorsincluding the Chairman of the Board pursuant to Regulation 17(10) of the ListingRegulations. The performance of the Board Committees and individual Directors wasevaluated by the Board seeking inputs from all the Directors. The Independent Directors also carried out theperformance evaluation in terms of Part VIII of Schedule IV of the Companies Act 2013 intheir meeting held on March 25 2019.

The details of the Performance Evaluationcarried out is provided in the Corporate Governance Report which is a part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provision of Section 134 (5) ofthe Companies Act 2013 the Board of Directors to the best of their knowledge and abilityhereby state and confirm:

a) that in the preparationof the annual accounts the applicable accounting standards have been followed along withproper explanation relating to material departures.

b) that they have selected such accounting policiesand applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of financial year and of the Profit and Loss of the Company forthat period;

c) thatthey have takenproper and sufficient care for the maintenance ofadequate accounting records in accordance with theprovisions of this Actfor safeguarding the assets of the Company and forpreventing and detectingfraud and other irregularities

d) that they have prepared the annualaccounts on a going concern basis;

e) thatthey have laid down internal financial controls to be followed by the Company andyle=mso-spacerun: yes> that such internal financial controlsare adequate and were operating effectively; and

f) thatthey have devised propersystems to ensure compliance with the provisions ofall applicable laws and that such systems wereadequate and operating effectively.

AUDITORS:

Pursuant to provisions of Section 139 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 in the 36thAnnual General Meeting held on August 27 2018 M/s. MSKA & Associates CharteredAccountants (FRN 105047 W) were appointed as Statutory Auditors of the Company for a termof five years at such remuneration and out of pocket expenses as may be decided by theBoard of Directors of the Company. The Statutory Auditor to hold the office till theconclusion of the Annual General Meeting to be held in the year 2022-23.

AUDITORS' REPORT:

The Auditors' Report is unmodified and thereare no qualifications reservations or adverse remarks or disclaimers. In respect of the observation made by the Auditors intheir report the Board's response thereon is as follows:

(i) Paragraph 2 (g) (iii)

The Dividend for the financial year 2009-10was paid to the shareholders by way of Dividend Warrants. Upon the Dividend Warrantsbecoming out of date/ Warrants not received/ misplaced bythe shareholders the Company had issued to the shareholders Demand Drafts in lieu of Dividend Warrants.

In terms of Circular no.SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 of Securities and Exchange Board of India dated April20 2018 Annexure I (3) “Provisions with regard to payment of Dividend/ Interest/Redemption” the processing Bank shall ensurethat any balances lying unpaid in Demand Draft Account beyond the validity period of theinstrument shall be cancelled and the Demand Draft amounts transferred earlier by the Bankin the said account shall be credited back immediately to the Unpaid Dividend Account ofthe Company .

The unclaimed dividend was lying with theBank in their Stale Demand Draft Account. In November 2018 the processing Bank has sentus the list of 75 shareholders with balanceaggregating to Rs. 25842 who did not encash their Demand Draft. Thereafter the Bankcredited back only Rs. 12822 out of Rs. 25842 toUnpaid Dividend Account 2009-10 pertaining to 11 shareholders only whose names alsoappear in the list of Stale Demand Draft account. Hence there is a duplication.

Further as per the said SEBI circular theBank is required to submit to our Company the reconciled data which has not been receivedby the Company till date. The matter is being sorted out with the Bank and once the entireamount is credited to Unpaid Dividend Account the same will be transferred to InvestorEducation and Protection Fund (IEPF).

(ii) Annexure B vii (a) and (b) are self explanatory.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS:

There is no significant or material orderpassed by any Regulators or Courts or Tribunals impacting the going concern status andCompany's operations in future.

INTERNAL FINANCIAL CONTROL:

As per Section134 (5) (e) of the Companies Act 2013 read with Rule 8 (viii) ofCompanies (Accounts) Rules 2014 the Board haslaid the Internal Financial Control to be followed by the Company and that such InternalFinancial Controls are adequate and are operating effectively. As per Section 143(3)(i) of the Companies Act 2013 a report issued by M/s. MSKA &Associates Statutory Auditors of the Company is attached with their Independent Auditor'sReport which is self explanatory.

RISK MANAGEMENT POLICY:

The Company from time to time identifies andassesses the various business risks and mitigates these risks by determining a responsestrategy. There are no potential business risk which in the opinion of the board threatenthe existence of the Company.

PRATICULARS OF LOANS GUARANTEES ORINVESTMENTS UNDER SECTION 186:

Particulars of loans guarantees given andinvestments made during the year as required under Section 186 of the Companies Act 2013and Schedule V of the Listing Regulations are given in the notes to financial statements.

RELATED PARTY TRANSACTIONS:

All transactions entered into with relatedparties pursuant to Section 188 of the Companies Act 2013 and Regulation 23 of Listing Regulations during the year were at arm'slength basis and in ordinary course of business. Thereforedisclosure in Form AOC-2 is not required.

The Company has formulated a policy onmateriality of related party transactions and on dealing with related party transactionsin terms of Regulation 23(1) of Listing Regulations. The Board of Directors of the Companyhas approved and adopted a policy on related party transactions and the same has beenuploaded on Company's website(http://gkb.net/en/wp-content/uploads/Accounts/Related-party-transactions-policy.pdf)

EXTRACT OF ANNUAL RETURN:

A copy of the annual return has been placedon the website of the company and the web address is www.gkb.net

CORPORATE GOVERNANCE:

A separate section on Corporate Governancepractices followed by the Company together with certificate from the Practising CompanySecretary confirming compliance Management Discussion and Analysis Report and Declarationregarding compliance of Code of Conduct by Board Members and Senior Management Personnelforms the part of this annual report.

SECRETARIAL AUDIT:

As per provisions of Section 204 of theCompanies Act 2013 read with Rule 9 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Secretarial Audit Report submitted by Ms. GirijaNagvekar Practising Company Secretary for the financial year ended March 31 2019forming part of this Annual Report is annexed herewith as Annexure - I. The SecretarialAudit Report is self-explanatory and requires no comments.

CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Section 135 of the CompaniesAct 2013 and Rules made thereunder regarding Corporate Social Responsibility are notapplicable to the Company.

INSURANCE:

The Company has taken adequate insurancecovers for its properties and insurable interest.

PERSONNEL:

The relations between the employees and themanagement during the year have been cordial.

MATERIAL CHANGES AND COMMITTMENTS :

There are no material changes andcommitments affecting the financial position of the company which have occurred betweenthe end of the financial year of the Company to which the financial statements relate andthe date of this report.

PARTICULARS UNDER SECTION 197(12) AND RULE 5OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

(i) the ratio of the remuneration of eachdirector to the median remuneration of the employees of the Company for the financialyear:

Name

Ratio

Mr. K. G. Gupta Managing Director

22:1

Mr. Prakash V. Joshi Executive Director*

5:1

* Prakash Joshi the ExecutiveDirector was designated as Non-executive Director w.e.f. February 01 2019.

(ii) (a) the percentage increase inremuneration of each Director Chief Financial Officer Chief Executive Officer CompanySecretary or Manager if any in the financial year:

Name

Percentage

Mr. K. G. Gupta Managing Director

0%

Mr. Prakash V. Joshi Executive Director

NA

Mr. Noel da Silva CFO & Company Secretary**

5.27%

**Mr. Noel Da Silva Chief Financial Officerand Company Secretary and Key Managerial Personnel relinquished his position with effectfrom March 31 2019

(ii)(b) The Non-Executive Directors of theCompany are entitled to sitting fees within the limits approved by the Board of Directorsand shareholders. The details of remuneration of Directors are provided in the CorporateGovernance Report.

(iii) the percentage increase in themedian remuneration of employees in the financialyear : 9.21%

(iv) the number of permanent employees onthe rolls of Company : 192

(v) average percentile increase already madein the salaries of employees other than the managerial personnelin the last financial year and its comparison with the percentile increase in themanagerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration:

Average percentage increase made in thesalaries of employees other than the managerial personnel in the last financial year i.e.2018-19 was 11.41% whereas the increase in the managerial remuneration for the samefinancial year was 1.32%.

(vi) comparison of each remuneration of theKey Managerial against the performance of the Company:

The remuneration of the Managing Directorwas within the minimum remuneration as per Schedule V Part II and Section II of theCompanies Act 2013.

(vii) the key parameters for any variablecomponent of remuneration availed by the directors :

Mr. K. G. Gupta Managing Director isentitled to commission not exceeding 1% of the net profit of the Companycomputed in the manner laid down under the Act as may be determined by the Board. Due to net loss no commission was paid to him for theyear under review. None of the other Directors arepaid any remuneration except sitting fees and traveling expenses for attending Board andCommittee Meetings.

(viii) the ratio of the remuneration of the highest paid director tothat of the employees who are not directors but receive remuneration in excess of thehighest paid director during the year : N.A.

(xi) affirmation that the remuneration is asper the remuneration policy of the Company : The remuneration is as per the Remuneration Policy ofthe Company.

PARTICULARS OF EMPLOYEES:

None of the employees is covered under Section197 of the Companies Act 2013 read with Rule 5 of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Listing Regulations ManagementDiscussion and Analysis Report is attached to this report.

FINANCE:

The Company has availed fresh term loan fromState Bank of India of Rs. 220.00 lakhs during the financial year ended March 31 2019. Total Fund based exposure of the Company with the Bankswas to the tune of Rs. 1120.00 lakhs. Total Non-Fund based exposure of the Company withthe Banks was to the tune of Rs. 610.00 lakhs

PUBLIC DEPOSITS

The Company has not accepted any depositsfrom public and as such no amount on account of principal or interest on deposits frompublic deposits was outstanding as on 31st March 2019.

CREDIT RATING:

CRISIL Limited – the credit ratingagency has assigned the credit rating of “CRISIL B/Stable (Re-affirmed)” to thelong-term Bank facilities availed by the Company and credit rating of “CRISIL A4(Re-affirmed)” to the short-term Bank facilities availed/proposed by the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism.It provides a channel to the employees to report to the management concerns aboutunethical behavior actual or suspected fraud or violation of the code of conduct policyand the same has been posted on the Company's website www.gkb.net.

REPORTING OF FRAUD BY AUDITORS:

During the year under review no offenseinvolving fraud has been committed against the Company by its employees or officersof the Company in terms of Section 143(12) of the Companies Act 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (Prevention Prohibition and Redressal) Act 2013.

The Company has in place an Anti SexualHarassment Policy in line with the requirements of The Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal ) Act 2013. Internal Complaints Committee (ICC) has been set up toredress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this policy.

During the year under review no complaintswere received.

RESUME OF HEALTH & SAFETY PERFORMANCE OFTHE FACTORY:

In terms of Section 90 B (5) (d) of the GoaFactories Rules 1985 the Company has a Occupational Health Safety and EnvironmentPolicy through which every employee is made responsible for the observance of themeasures designed to prevent accidents damage to property occupational ill- health andavoidable environmental pollutants.

Safety & Health :- For the safe work environment HazardIdentification & Risk Assessment workshops and training programme were conducted forthe employees on First Aid procedure and Behavioural Safety Programme programme onOccupational Safety Health & Environment etc. with a view to equip them to recognizethe hazards and risks associated with a given task and take preemptive action. Also theAnnual event via Safety Week Celebrations was celebrated from (04-10 March 2019) forStatutory requirements under Factories Act and familiarization course in General FireFighting was organised.

Audit - Occupational Safety & Health Audit andInternal Electrical Safety Audit was conducted to assess potential fire hazards in thefactory set-up and to provide assurance on the implementation and effectiveness of thesesystem and processes. The company has organized the medical check-up health consultationand counselling during the period from June 2018 till September 2018.

Environment: - The Company has been focusing onachieving environmental standards with go green philosophy. The plant is certified withISO 9001:2015 which is upgraded from ISO 9001:2008 from the previous year. The plant hascontinued their efforts for water conservation. Licenses under Pollution control areperiodically renewed under Air Water and Hazard Waste Management. The process of Solidwaste management disposal is on regular basis through Mumbai Waste Management Ltd. Talojain Maharashtra.

OTHER DISCLOSURES:-

1) The consolidated financial statement is alsobeing presented in addition to the standalone financial statement of the company.

2) The maintenance of cost records is notapplicable to the Company as per the amended Companies (Cost Records and Audit) Rules2014 prescribed by the Central Government under Section 148(1) of the Companies Act2013.

CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars required to be disclosed underthe provisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 areannexed herewith as Annexure – II and forms anintegral part of this report.

ACKNOWLEDGEMENT:

Your Directors wish to acknowledge and aregrateful for the excellent support received from all levels customers vendorsregulatory authorities bankers shareholders and all other stakeholders. Your Directorsrecognize and appreciate the hard work and efforts put in by all the employees of theCompany and their contribution to the progress of the Company in a very challengingenvironment.

For and on behalf of the Board of Directors

K. G. Gupta

Place

: Mapusa - Goa.

Chairman and Managing Director

Date

: May 30 2019

DIN : 00051863

.