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Gloster Ltd.

BSE: 542351 Sector: Industrials
NSE: N.A. ISIN Code: INE350Z01018
BSE 11:57 | 29 Nov 1075.00 12.40
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NSE 05:30 | 01 Jan Gloster Ltd
OPEN 1039.00
PREVIOUS CLOSE 1062.60
VOLUME 395
52-Week high 1367.80
52-Week low 431.00
P/E 9.12
Mkt Cap.(Rs cr) 588
Buy Price 1050.25
Buy Qty 3.00
Sell Price 1077.00
Sell Qty 4.00
OPEN 1039.00
CLOSE 1062.60
VOLUME 395
52-Week high 1367.80
52-Week low 431.00
P/E 9.12
Mkt Cap.(Rs cr) 588
Buy Price 1050.25
Buy Qty 3.00
Sell Price 1077.00
Sell Qty 4.00

Gloster Ltd. (GLOSTERLTD) - Director Report

Company director report

TO THE MEMBERS

Your Directors take pleasure in presenting the Ninety Ninth AnnualReport of your Company together with the Audited Financial Statements Accounts for thefinancial year ended 31st March 2021.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the yearended 31st March 2021 are as under:

(Rs. lakhs)

Particulars Standalone Consolidated
Year Ended 31.3.2021 Year Ended 31.3.2020 Year Ended 31.3.2021 Year Ended 31.3.2020
Revenue from operations 49308.68 49490.85 49308.68 49490.85
Other Income 2242.03 1025.14 2408.43 1111.28
Total Income 51550.71 50515.99 51717.11 50602.13
Profit before Tax 6454.90 2812.42 6129.88 2861.56
Tax Expense 1994.32 883.77 2003.69 904.34
Profit for the year 4460.58 1928.65 4126.19 1957.22
Other Comprehensive Income (net of tax) 2945.17 (2525.67) 3040.46 (2539.44)
Total Comprehensive Income 7405.75 (597.02) 7166.65 (588.22)

DIVIDEND AND RESERVES

Your Directors are pleased to recommend for your approval a dividend of250% i.e Rs.25/- per equity share of face value of Rs.10/- each for the year ended 31stMarch 2021 payable to those Shareholders whose names appear in the Register of Membersas on the Book Closure / Record Date. The total outflow for dividend will be Rs.1367.91lakhs.

During the year under review a sum of Rs.2000 lakhs was transferredto General Reserve.

OPERATIONS & STATE OF COMPANY'S AFFAIRS

A. The production during the year under review has been 40310 MT incomparison to 48222 MT in the previous year. Sales and turnover for the year under reviewstood at 39567 MT & Rs.48739.31 lakhs as against 47633 MT & Rs.48605.46 lakhsrespectively in the previous year. For the year under review net profit of the Companystood at Rs.4460.58 lakhs as against Rs.1928.65 lakhs in the previous year.

Exports of the Company for the year under review stood at Rs.13423.80lakhs as against Rs.10062.09 lakhs in the year 2019-2020.

The raw jute crop in the previous season had been badly impactedbecause of the affect of Cyclone Amphan in month of May 2020 followed by continuous heavyrains. This resulted into crop shortage and all time high prices of Raw Jute during theyear. In the ensuing season because of good weather conditions the crop is expected to begood and availability of Raw Jute throughout the year will be normal at reasonable prices.

Demand from Government domestic & export markets have been stableand the Company is continuously exploring newer markets for traditional and diversifiedjute products.

B. The spread of COVID-19 had severely impacted businesses due tolock-down disruptions in supply chain transportations and travel bans etc in the first2 quarters of the financial year 2020-2021. The Company is in the business ofmanufacturing jute & allied products and jute is a labour intensive industry. Despitemanpower availability constraints the company tried to run the operations in the mostefficient manner taking all precautions in view of the COVID - 19 pandemic.

The Company has made a detailed assessment and has concluded that thereare no material adjustments required in the financial statements. The impact of assessmentof COVID 19 is a continuous process given the uncertainties associated with its nature andduration. The Company will continue to monitor any material changes in future economicconditions.

CREDIT RATING

Various bank facilities of the Company are rated by CRISIL Limitedbased on Basel II norms followed by the banks under the guidelines of Reserve Bank ofIndia.

All existing & proposed bank facilities have been reviewed andreaffirmed by CRISIL Limited vide its letter dated 28th April 2021 and ratingfor long-term bank facilities is 'CRISIL A+/Stable' and for short-term bank facilities is'CRISIL A1+'

CHANGE IN NATURE OF BUSINESS IF ANY

During the year there was no change in the nature of business of theCompany.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

SUBSIDIARY COMPANIES

Gloster Lifestyle Limited Gloster Specialities Limited Gloster NuvoLimited and Network Industries Limited continue to be wholly owned subsidiaries of yourCompany.

During the year under the review Fort Gloster Industries Limited hasbecome wholly owned subsidiary of the Company.

None of the companies have ceased to be subsidiary during the year.

Pursuant to the provisions of Section 129(3) of the Companies Act2013 and IND AS 110 Consolidated Financial Statements presented by the Company includethe financial statement of its subsidiaries.

Further a separate statement containing the salient features of thefinancial statements of subsidiaries of the Company in the prescribed Form AOC 1 isattached with this Report.

The Annual accounts of the subsidiary companies and other relateddetailed information will be kept at the Registered Office of the Company and also at theRegistered Office of the subsidiary companies and will be available to the investorsseeking information at any time during the working hours except Saturdays Sundays andother holidays. Further as per section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of the subsidiaries are availableat Company's website at the weblink https://www.glosteriute.com/acctsubco. None of thesubsidiaries mentioned above is a material subsidiary as per the thresholds laid downunder the Listing Regulation. A Policy has been formulated for determining the MaterialSubsidiaries of the Company pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ('Listing Regulations'). The said Policy has been postedon the Company's website at the weblink https://www.glosteriute.com/policies.

PERFORMANCE OF SUBSIDIARY COMPANIES

Gloster Lifestyle Limited

The Gross revenue of the Company stood at Rs.40.07 lakhs (Previous YearRs.38.50 lakhs). Profit after tax for the year stood at Rs.29.07 Lakhs (Previous YearRs.24.02 lakhs) and Total Comprehensive Income stood at Rs.76.67 lakhs (Previous YearRs.17.36 lakhs).

Gloster Specialities Limited

The Gross revenue of the Company stood at Rs.42.35 lakhs (Previous YearRs.49.85 lakhs). Profit after tax for the year stood at ' 26.31 lakhs (Previous YearRs.14.05 lakhs) and Total Comprehensive Income stood at Rs.74.00 lakhs (Previous YearRs.6.94 lakhs).

Gloster Nuvo Limited

The Gross revenue of the Company stood at ' Nil Loss for the yearstood at '(107.56) lakhs and Total Comprehensive Loss stood at '(107.56) lakhs. TheCompany was incorporated on 27th January 2020 and first financial statements ofthe Company have been drawn for the period 27th January 2020 to 31stMarch 2021. The Company is setting up a green field jute mill on infrastructure taken fromNetwork Industries Limited (fellow subsidiary) and project work is in progress.

Fort Gloster Industries Limited

The Gross revenue of the Company stood at Rs.79.54 lakhs (Previous YearRs.6.33 lakhs). Loss for the year stood at '(385.86) lakhs [Previous Year Loss '(171.21)lakhs] and Total Comprehensive loss stood at '(385.86) lakhs [Previous Year Loss '(171.21)lakhs]. As envisaged in the Resolution Plan revival of existing Cable manufacturing unitis being undertaken and development / modification of infrastructure and up gradation /refurbishment of machineries are in progress.

Network Industries Limited

The Gross revenue of the Company stood at Rs.35.21 Lakhs (Previous YearNil ). Loss for the year stood at Rs.(1.39) lakhs [Previous Year Loss Rs.(18.99) lakhs] .

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year ended31st March 2021 are prepared in compliance with the applicable provisions of the actincluding the Indian Accounting Standards specified under Section 133 of the CompaniesAct 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. The ConsolidatedFinancial Statements forms part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations the ManagementDiscussion and Analysis Report for the year under review is attached as Annexure -Iforming part of the Annual Report.

CORPORATE GOVERNANCE

The Company practices principles of good corporate governance and laysstrong emphasis on transparency accountability and integrity.

As per Regulation 34 (3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the detailed report onCorporate Governance and a certificate from the practising Company Secretary confirmingcompliance with the requirements of the Corporate Governance is separately attached andforms part of this Annual Report.

SHARE CAPITAL

The Paid-up share capital of the Company continues to stand at 31stMarch 2021 at ' 547.16 lakhs. During the year under review the Company has not grantedany stock options or sweat equity. As on 31st March 2021 none of the Directors of theCompany hold instruments convertible into equity shares of the Company.

NUMBER OF BOARD MEETINGS HELD

During the year under review 5 (five) Board Meetings were held on 21stJuly 2020 28th July 2020 14th September 2020 12thNovember 2020 and 12th February 2021. The maximum time interval between any twomeetings was within the maximum time allowed pursuant to the Companies Act2013 and SEBIRegulations read with the Circulars issued by MCA and SEBI with respect to increase in theinterval and extension for holding meetings pursuant to COVID-19 pandemic.

The details of and number of meetings attended by Directors forms partof Corporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the financial year 2020-21 the Independent Directors met on 12thFebruary 2021 and inter-alia discussed the following:

• Evaluation of performance of Non- Independent Directors and theBoard of Directors as a whole.

• Evaluation of performance of the Executive Chairman and ManagingDirector of the Company taking into account the views of Executive and Non-ExecutiveDirectors.

• Evaluation of the quality contents and timelines of flow ofinformation between the management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors have carried out an annual evaluation of its own performance of the directorsindividually along with that of its various committees and details of such evaluation hasbeen mentioned in the Corporate Governance Report.

The Board of Directors expressed their satisfaction with the evaluationprocess.

COMMITTEES OF THE BOARD

Audit Committee: The composition terms of reference and other detailsof the Audit Committee have been furnished in the Corporate Governance Report forming apart of this Annual Report. There has been no instance where the Board has not acceptedthe recommendations of the Audit Committee.

Nomination and Remuneration Committee: The composition terms ofreference and other details of the Nomination and Remuneration committee have beenfurnished in the Corporate Governance Report forming part of this Annual Report.

Stakeholders Relationship Committee: The composition terms ofreference and other details of the Stakeholder Relationship committee have been furnishedin the Corporate Governance Report forming part of this Annual Report.

Corporate Social Responsibility Committee: The composition and otherdetails of the Corporate Social Responsibility Committee have been furnished in theCorporate Governance Report forming part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Section 152 of the Companies Act2013 and Company's Articles of Association Sri D.C. Baheti Director (DIN -00040953)retires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for reappointment.

The Company has on 21st July 2020 appointed the followingDirectors:

• Sri Rohit Bihani (DIN - 00179927) has been appointed asIndependent Director with effect from 21.07.2020 for a period of 5 years.

• Ms. Ishani Ray (DIN - 08800793) has been appointed asIndependent Women Director with effect from 21.07.2020 for a period of 5 years.

• Ms. Priti Panwar (DIN - 08072073) has been appointed as NonExecutive Director with effect from 21.07.2020.

The Directors have re-appointed Sri Hemant Bangur as Managing Directordesignated as Executive Chairman for a period of 3 years with effect from 01.04.2021subject to approval in the General Meeting. Appropriate resolution seeking shareholdersapproval in this regard is appearing in the Notice convening 99th AGM.

The independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act and also Code of Conduct for Directors and seniormanagement personnel.

A Formal Letter setting out the terms and conditions of appointment hasbeen issued to all the Independent Directors as per the provisions of Companies Act 2013and the Listing Regulation. The same has been hosted on the Company's website and can beaccessed at https://www.glosterjute.com/independentdirectors.

None of the Directors of the Company are disqualified for beingcontinuing as Directors as specified in section 164(2) of the Companies Act 2013 andrule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014.

The Company has also received from Independent Directors declaration ofcompliance of Rule 6(1)and 6 (2) of the Companies (Appointment and Qualifications ofDirectors) Rules 2014 regarding online registration with the "Indian Institute ofCorporate Affairs" at Manesar for inclusion of name in the data bank of IndependentDirectors.

With regard to integrity expertise and experience (including theproficiency) of the Independent Director appointed/re-appointed the Board of Directorsare of the opinion that all the Independent Directors are persons of integrity and possessrelevant expertise and experience and their continued association as Directors will be ofimmense benefit and in the best interest of the Company. With regard to proficiency of theIndependent Directors ascertained from the online proficiency self assessment testconducted by the Institute as notified under Section 50 of the Act the Board ofDirectors have taken on record that they are exempt from appearing in the test or thatthey will comply with the applicable law before the prescribed time

During the year the Company had four Key Managerial Personnel ShriHemant Bangur - Executive Chairman Shri Dharam Chand Baheti - Managing Director ShriAjay Kumar Agarwal - Company Secretary and Shri Shankar Lal Kedia - CFO.

NOMINATION & REMUNERATION POLICY

The Nomination and Remuneration Committee has formulated a policyrelating to the remuneration for the Directors Key Managerial Personnel and SeniorManagerial Personnel. The philosophy for remuneration is based on the commitment offostering a culture of leadership with trust. The remuneration policy has been preparedpursuant to the provisions of Section 178(3) of the Companies Act 2013 Regulation 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Nomination & Remuneration Policy is attached as Annexure- IIand forms part of this report. The said Policy has been posted on the Company's website atthe weblink https://www.glosterjute. com/policies.

FAMILIARIZATION PROGRAMME

The Independent Directors have been familiarized with the nature ofoperations of the Company & the industry in which it operates business model of theCompany. Periodical Board Meeting generally once a year is held at the factory precededby visit of various processes operations and general tour of the factory by theDirectors. On an ongoing basis as part of Agenda of Board / Committee Meetingspresentations are regularly made to the Independent Directors on various matters inter-alia covering the Company's and its subsidiaries businesses and operations industry andregulatory updates strategy finance risk management framework role rightsresponsibilities of the Independent Directors under various statutes and other relevantmatte The details of familiarization programme have been posted in the website of theCompany and can be accessed at https:// www.glosteriute.com/policies .

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism / Whistle Blower Policy andhas established the necessary mechanism for employees to report concerns about unethicalbehavior or suspected fraud in violation of Company's Code of Conduct or any other pointof concern. The mechanism provides for adequate safeguards against victimization ofemployees and Directors to avail of the mechanism and also provide for direct access tothe Chairman of the Audit Committee in exceptional cases.

The policy has been uploaded in the website of the Company and can beaccessed at https://www.glosteriute.com/policies.

RELATED PARTY TRANSACTIONS

The contracts/arrangements/transactions entered into by the Companywith the related parties during the financial year under reporting were in ordinary courseof business and were negotiated on an arms' length basis. No material Contracts orarrangements with related parties were entered into during the year under review. Thereare no material related party transactions during the year under review with thePromoters Directors or Key Managerial Personnel. Accordingly no transactions are beingreported in Form No. AOC - 2 in terms of section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014.

All Related Party Transactions are placed before the Audit Committee asalso to the Board for approval. Where required prior omnibus approval of the AuditCommittee is obtained for transactions which are foreseen and repetitive in nature and thecorresponding actual transactions become a subject of review at subsequent Audit CommitteeMeetings.

The policy on Related Party Transactions has been uploaded on thewebsite of the Company and can be accessed at https://www. glosteriute.com/policies.

The details of the transactions with related parties during 2020-21 areprovided in the accompanying financial statements.

Smt. Pushpa Devi Bangur is mother of Sri Hemant Bangur. Except for thisthere is no other pecuniary relationship amongst Directors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofyour Company has constituted a CSR Committee and has simultaneously approved and adopted aCSR policy based on the recommendations of the CSR Committee. The said policy is availableon the website of your Company and can be accessed at https://www.glosteriute.com/policies.

The Committee consists of four Members comprising:

Name of the Members Category
Smt Pushpa Devi Bangur Non-Executive Director (Chairperson)
Sri Dharam Chand Baheti Managing Director
Sri Rohit Bihani Independent Director
Ms. Priti Panwar Non-Executive Director

The Report on CSR activities as required under Companies (CorporateSocial Responsibility Policy) Rules 2014 is given in Annexure III and forms part of thisReport.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Company has effective internal controls in place which areconstantly reviewed. The Company's internal control system is commensurate with its sizescale and operations. Detailed procedures are in place to ensure that all assets aresafeguarded and protected against loss.

The Internal Audit is carried on by M/s. R B S C & Co. CharteredAccountants. The Internal Audit function gives thrust to test and review controls andsystems that are in place. The Audit Committee of the Board also reviews the InternalAudit functions.

The Audit Committee of the Board reviews the Internal Audit Report andcorrective actions taken on the findings are also reported to the Audit Committee.

Necessary certification by the Statutory Auditors in relation toInternal Financial Control u/s 143(3) (i) of the Companies Act 2013 forms part of theAudit Report.

RISK MANAGEMENT

Risk management is embedded in your Company's operating framework. YourCompany believes that managing risks helps in maximizing returns.

The main aim of risk management is to identify monitor and takeprecautionary measures in respect of the events that may pose risks for the business. TheCompany has a Risk Management procedure in place. Major risks identified by the businessesand functions are systematically addressed through mitigating actions on a continuingbasis.

AUDITORS & AUDITOR'S REPORT

Messrs Price Waterhouse & Co. Chartered Accountants LLP (FirmRegistration No.- 304026E/E-300009) Statutory Auditors of the Company hold office up tothe conclusion of 100th Annual General Meeting of the Company.

The Auditor's Report on the financial statements for the financial year2020-21 does not contain any qualifications reservations or adverse remarks.

The auditors have not reported any fraud during the year.

COST AUDITORS

In accordance with Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 the Board of Directors have appointed M/sD. Radhakrishnan & Co. Cost Accountants as the Cost Auditors of the Company for theFinancial Year 2021-2022 at a remuneration of Rs.60000 plus reimbursement of out ofpocket expenses at actuals and applicable taxes. The remuneration needs to be ratified bythe shareholders at the forthcoming Annual General Meeting and a resolution regardingratification of remuneration payable to the cost auditor forms part of the noticeconvening the Annual General Meeting of the Company.

The Company is required to maintain cost records pursuant to an orderof the Central Government and accordingly such records and accounts are maintained

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 andrules made there under M/s. M K B & Associates Company Secretaries are SecretarialAuditors of the Company for the financial year 2020-21.

The Secretarial Audit Report for the financial year ended 31st March2021 is attached as Annexure IV and forms part of this Report.

The exception in Secretarial Audit Report and its response is as under:

• As regards Secretarial Auditors' observations relating toRegulation 17(1)(a) & Regulation 17(1)(c) of the Securities & Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 for the periodfrom01.04.2020 to 20.07.2020 it is stated that the due to Covid 19 Pandemic theappointment of Directors including Independent Women Director got delayed. However theBoard of Directors at its meeting held on 21.07.2020 have appointed 2 IndependentDirectors including 1 Women Independent Director and 1 Non-Executive Director.Accordingly the Board of Directors consists of 8 Directors in compliance with therequirements of Regulation 17(1)(a) & Regulation 17(1)(c) of the Securities &Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

• As regards Secretarial Auditors' observations relating toSection 134(3)(f) of Companies Act 2013 it is submitted that since the exceptions werealready complied with before the date of signing of Directors Report no furtherexplanation was provided in the Directors' Report dated 28th July 2020.

SECRETARIAL STANDARDS

The company has complied with Secretarial Standards relating to GeneralMeetings and Board Meetings as issued by Institute of Company Secretaries of India.

ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) read with section 134(3)(a) of the Companies Act 2013 the draft copy of the annual return for the F.Y. 2020-21 isuploaded on the website of the Company at web linkhttps://www.glosterjute.com/annualreturn and the same can be viewed by the members andstakeholders.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS & OUTGO

Information required under section 134(3) (m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is attached as Annexure Vand forms part of this Report.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act 2013read with rule 5(1) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure VI A and forms part of this Report.

The details of employees who are in receipt of remuneration exceedingthe limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure VIB and forms part of thisReport.

In terms of Section 136 of the Companies Act 2013 the annual reportis being sent to the members excluding the statement relating to top 10 employees of theCompany. The said information is readily available for inspection by the members at theCompany's registered office during the business hours on all working days up to the dateof ensuing Annual General Meeting and shall also be provided to any member of the Companywho sends a written request to the Company Secretary.

DEPOSITS

Your company has not accepted any deposits as envisaged under Section73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposit) Rules2014 during the year under review.

PARTICULARS OF LOANS GUARANTEES & INVESTMENTS BY COMPANY

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements. The loans have been advanced by the Company for normal businesspurposes of the borrower.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) of the Companies Act 2013your Directors confirm that :

i) In the preparation of Annual Accounts the applicable Standards havebeen followed and that there are no material departures;

ii) 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 the Company at the end of thefinancial year and of the profit of the Company for that period;

iii) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis;

v) The Directors have laid down internal financial controls for theCompany which are adequate and are operating effectively;

vi) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems were adequate and operatingeffectively.

BUSINESS RESPONSIBILITY REPORT

A separate section on Business Responsibility Report forms part of thisAnnual Report as required under Regulation 34(2)(f) of the Listing Regulations as AnnexureVII.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires the conduct of all operations in suchmanner so as to ensure safety of all concerned compliance of statutory and industrialrequirements for environment protection and conservation of natural resources to theextent possible.

TRADE RELATIONS

The Board desires to place on record its appreciation for the supportand co-operation that the Company has received from suppliers brokers customers andothers associated with the Company as its enterprise partners The Company has alwayslooked upon them as partners in its progress and has happily shared with them rewards ofgrowth. It will be Company's endeavor to build and nurture strong links with trade basedon mutuality respect and co-operation with each other.

DEPOSITORY SYSTEM

The Company's shares are now tradable compulsorily in electronic form.In view of the numerous advantages offered by the Depository system members are requestedto avail of the facility

of dematerialization of the Company's shares either in NationalSecurities Depository Ltd or Central Depository Services (India) Ltd.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at work place andhas adopted a policy in line with the provisions of the Sexual Harassment ofWomen atWorkplace (Prevention Prohibition & Redressal) Act 2013 and the Rules thereunder forprevention prohibition and redressal of complaints of sexual harassment at workplace. Thecompany has complied with the provision relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. During the year no complaint was lodged with theInternal Complaints Committee.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016(IBC) DURING THE YEAR ALONG WITH THE STATUS AT THE ENDOF THE YEAR

The Company has not made or received any application under the IBCduring the Financial Year

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONETIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS/FI (S) ALONG WITH REASONS

The Company has not made any one time settlement with the Banks

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for thecontribution made by the employees at all levels but for whose hard work solidarity andsupport your Company's achievements would not have been possible. Your Directors alsowish to thank its customers brokers dealers agents suppliers investors and bankers fortheir continued support and faith reposed in the Company.

The enthusiasm and unstinting efforts of the employees have enabled theCompany to remain at the forefront of the industry despite increased competition fromseveral existing and new playe

Your Directors take this opportunity to thank all investors customersvendors bankers regulatory and government authorities and stock exchanges for theircontinued support and faith reposed in the Company.

For & on behalf of the Board
Hemant Bangur
Executive Chairman
Place : Kolkata Dharam Chand Baheti
Dated : 12th June 2021 Managing Director

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