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Gokak Textiles Ltd.

BSE: 532957 Sector: Industrials
NSE: N.A. ISIN Code: INE642I01014
BSE 00:00 | 21 Jan 30.15 1.40
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NSE 05:30 | 01 Jan Gokak Textiles Ltd
OPEN 30.15
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VOLUME 230
52-Week high 39.15
52-Week low 17.45
P/E
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OPEN 30.15
CLOSE 28.75
VOLUME 230
52-Week high 39.15
52-Week low 17.45
P/E
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gokak Textiles Ltd. (GOKAKTEXTILES) - Director Report

Company director report

Dear Members

The Board of Directors (hereinafter referred to as "the Board") herebysubmits the report of the business and operations of the Company along with the AuditedFinancial Statements of the Company for the Financial Year (FY) ended March 31 2020. Theconsolidated performance of the Company and its subsidiary has been referred to whereverrequired.

Financial Results and Highlights of Performance

The Company's performance as per Indian Accounting Standards (IND AS) during theFinancial Year under review is summarized as follows:

Particulars

Standalone

Consolidated

FY 19-20 FY 18-19 FY 19-20 FY 18-19
Revenue From Operations and Other Income (Total Revenue) 10216.41 18001.66 10742.55 18685.16
Earnings before Interest Depreciation & Taxation (EBIDT) (2696.36) (1602.54) (2056.74) (320.04)
Profit / (Loss) after Interest and before Depreciation and Tax (3852.04) (3009.50) (4047.77) (2569.74)
Depreciation 606.75 621.55 710.89 725.46
Profit Before Tax (PBT) (4458.79) (3631.05) (4758.66) (3295.20)
Profit after tax (PAT) Owners of the Company (4458.79) (3631.05) (4452.88) (3055.63)
Profit after tax (PAT) Non-Controlling Interest - - (305.78) (239.57)
Other Comprehensive Income (18.72) 62.43 (18.79) 66.34
Total Comprehensive income attributable to owners of the Company (4477.51) (3568.62) (4777.45) (3228.86)
Total Comprehensive income attributable to Non Controlling Interest - - (0.04) 1.92

Note : The above figures are extracted from Standalone and Consolidated FinancialStatements as per Indian Accounting Standard ("IND AS") and are prepared inaccordance with the principles stated therein as prescribed by the Ministry of CorporateAffairs under section 133 of the Companies Act 2013 ("Act") read with relevantrules issued therein.

Management Discussion & Analysis of Financial Conditions Results of Operations andState of Company Affairs General Performance and Outlook

The Indian economy is one of the fastest growing economies in the world. India istrying to further improve the economy but the pandemic outbreak has affected India to agreater extent however with the gradual opening of the lockdown situation is expected toimprove.

The Textile industry is one of the largest providers of employment in India afteragriculture industry. It mainly depends upon the availability of raw material cheap powerand labor employment. Due to rising disposable income rapid urbanization with increasingpopulation the Indian economy will emerge faster like China and Mexico who areresponsible for driving higher market growth. Indian textile industry accounts for 13% to14% of the industry output employing around 38 to 40 million people; it is one of themajor contributor to the manufacturing sector.

India is second largest producer and exporter of Textile products after China there isalso severe competition from Bangladesh Vietnam and Pakistan.

Indian Textile industry continuous to be dominated by cotton followed by polyester andviscose fibers although highest fiber consumption globally is dominated by manmade fibershaving 65 % to 70 % of share in total fiber consumption. In textile industry there arevarious other fibers such as nylon acrylic wool silk jute bamboo etc.

The cotton supply for the year 2020-21 is likely to be 354 lakh bales. Due to goodmonsoon in the last two years it is expected that cotton cultivation will be good but dueto the COVID -19 situation cotton and yarn prices will be under pressure throughout theyear domestically and internationally due to lack of demand. Once demand for Garmentspicks up internationally and locally situation may improve and start coming back tonormalcy and may improve working of the Mills.

The Company has been impacted as much as many others companies and we had to shut ouroperations from March 24 2020 to May 03 2020 due to the nationwide lockdown. Themanufacturing and sales operations were at a standstill during this period and operationshave commenced w.e.f May 04 2020. As a result of this situation sales profitability andliquidity were impacted negatively in the first quarter of FY 2020 - 21. It is expectedthat as the situation of COVID-19 improves operations will reach at optimal levels ofcapacity in due course of time. The Company's foray into medical textile segment maybenefit in near and medium term.

Due to pandemic outbreak since March 2020 covid-19 disease has brought lot ofuncertainty and depression in overall market. Country wide lockdown resulted intoreduction in sales etc. According to the International Monetary Fund (IMF) due to theCOVID-19 pandemic the global economy is projected to contract sharply by -3 percent in2020. In a baseline scenario which assumes that the pandemic fades in the second half of2020 and containment efforts can be gradually unwound the global economy is projected togrow by 4.0 - 5.8 percent in 2021 as economic activity normalizes helped by policysupport. There is extreme uncertainty around the global growth forecast. The economicfallout depends on factors that interact in ways that are hard to predict including thepathway of the pandemic the intensity and efficacy of containment efforts the extent ofsupply disruptions and the repercussions of the tightening in global financial marketconditions shifts in spending patterns behavioral changes and volatile commodity prices.

Mills Division -

The Company is in the business of supply of cotton grey and dyed yarn in domestic aswell as international markets. The overall textile market was very bad due to lack ofdemand and high raw material prices. The Company's captive power generation was stoppeddue to submergence of 8 MW Power plant in the month of August 2019 due to heavy floodingin the river. Therefore outside power purchase cost was high hence capacity utilizationwas reduced. All the efforts were made on the marketing on different product mix to supplyin the domestic market since demand for the exports were less. The Company also introducedLinen cotton blends with the help of Jayashree Textiles Kolkata. The Company have alsostarted importing Bamboo fiber and started manufacturing 100% Bamboo yarn and Terry-Towelsin-house.

The Company exported yarn approximately amounting ' 691.71 lakhs to countries like SriLanka Pakistan Thailand Portugal and Belgium.

Knitwear Division -

New products developed in previous years have been commercialized successfully. Thedivision has started manufacturing Polo T-shirts for Crocodile brand successfully. Effortsare going on to increase customer base.

Risks and Concerns:

Risk management process includes identification of risks its underlying dynamicsmitigation mechanism prioritization of risk measurement of key indicators andestablishing a monitoring system. A Company-wide awareness of risk management policies andpractices are being inculcated to minimize the adverse effect of risks on the operatingresults and the subject of management of risks is being approached in a planned andcoordinated manner. Elucidation of role clarity understanding of level of authority andreporting system is expected to help this process significantly.

The Company has identified key risks such as Market risks Regulatory risks Humanresource risks Commodity price risks.

Key Risks include fluctuation in raw materials prices increased global and localcompetition sales channel disruption. Retaining the existing talent pool and attractingnew talent. Regulatory Risks include changes in taxation regime government policies withrespect to textiles pollution control Industrial Relation issues & regulatorycompliances.

Details of Subsidiary/Joint Ventures/Associate Companies

Subsidiary Company

Gokak Power & Energy Limited (GPEL)

GPEL is engaged in generation transmission distribution trading of hydro power andother renewal and non-renewal sources of energy. The significant portion of powergeneration is used for captive consumption of Holding Company.

During the year under review GPEL has recorded gross income of ' 874.32 lakhs(previous year ' 1536.26 lakhs) and net loss for the year of ' (550.26) lakhs (previousyear net profit ' 85.36 lakhs). During the year 2019-20 entire powerhouse of 8.0 MWsituated in Gokak Falls was submerged due to an unprecedented flood on August 7 2019which has greatly affected the financials of the Company. Out of 8 MW 4.5 MW set has beenrepaired and restored for power generation in the month of February 2020. Out of remaining3.5 MW old hydro power plants 2.5 MW has been repaired and commissioned in June 2020.Remaining 1 MW plant is heavily damaged and requires major repair the repair work isunder progress and expected to start by October 2020. Details of GPEL is set out in thestatement in form AOC-I pursuant to section 129 of the Companies Act 2013 and is attachherewith as Annexure I to this Report

Financial Performance

The Consolidated Financial Statements of the Company and its subsidiary are prepared inaccordance with Indian Accounting Standards (IND AS) notified under Section 133 of theCompanies Act 2013 read with Companies (Indian Accounting Standards) Rules 2015 asamended from time to time and other relevant provisions of the Companies Act 2013. TheNotes to Consolidated Financial Statements are disclosed and forms part of theConsolidated Financial Statements.

Segment wise performance

The summarized performance of segment revenues and segment results is as under:

Particulars

Segment Revenue

Segment Results

FY 19-20 FY 18-19 FY 19-20 FY 18-19
Textiles 10216.40 18001.66 (4458.78) (3631.05)
Power (Electricity) 874.32 1536.26 (299.88) 335.85

Key Financial performance Operational Information and Ratio Analysis

Standalone

Key Ratio / Indicators

FY 2019-2020

FY 2018-19

Explanation for change of 25% or more
Debtors Turnover (in days)

13.95

16.50

The decrease in days is mainly due to collection old dues
Inventory Turnover * (times)

5.08

7.28

-
Interest Coverage Ratio

(2.86)

(1.58)

-
Current Ratio

0.98

1.08

-
Debt Equity Ratio

Since net worth is negative ratio can't be set on

6.42

Additional Borrowings
Operating Profit Margin %

- 33.63 %

- 12.86%

-
Net Profit Margin %

- 43.64 %

- 20.17%

-
Return on Net Worth

Since Return & Net worth are negative ratio can't be set on

-2.58

Lesser Net worth
Interest Coverage Ratio

-1.39

-0.46

Increase in Losses

Debt Equity Ratio

Since net worth is negative ratio can't be set on

Since net worth is negative ratio can't be set on

-

Operating Profit Margin %

-26.90%

-5.83%

Increase in Power Cost due to Flood at GPEL (Captive Power)

Net Profit Margin %

-44.30%

-17.64%

Increase in Power Cost due to Flood at GPEL (Captive Power)

Return on Net Worth

Since Return & Net worth are negative ratio can't be set on

Since Return & Net worth are negative ratio can't be set on

-

Revenue

During the year standalone revenue was ' 10216.41 Lakhs (previous year '18001.66Lakhs). There is decrease as compared to previous year as power plant of subsidiaryCompany was submerged for 8 months and production was reduced to keep the costs incontrol. Consolidated revenue was ' 10742.55 Lakhs (previous year ' 18685.16 Lakhs).There is decrease as compared to previous year as power plant of subsidiary Company wassubmerged for 8 months and production was reduced to keep the costs in control.

Earnings before Interest Depreciation Taxation and Amortization ("EBIDTA")

During the year standalone EBIDTA (loss) increased to Rs. (2696.36) Lakhs (previousyear Rs. (1602.54) Lakhs). Consolidated EBIDTA (loss) increased to Rs. (2056.74) Lakhs(previous year Rs. (320.04) Lakhs). Due to GPEL (subsidiary Company) Power Plant wassubmerged in the floods impacted the increase in power cost and lesser revenues in turn.

Profit Before Tax ("PBT")

During the year standalone PBT (loss) increased to Rs. (4458.79) Lakhs (previous yearRs. (3631.05) Lakhs). Consolidated PBT (loss) increased to Rs. (4758.66) Lakhs (previousyear Rs. (3295.20) Lakhs). Due to GPEL (subsidiary Company) Power Plant was submerged inthe floods impacted the increase in power cost and lesser revenues in turn

Fixed Assets

The standalone year-end Gross Block decreased to ' 32590.03 Lakhs (previous year'32865.35 Lakhs) mainly due to sale of plant & machinery vehicles and residentialflat. The consolidated year-end Gross Block decreased to '45392.51 Lakhs (previous year '45663.52 Lakhs) mainly due to sale of plant & machinery vehicles and residentialflat.

Profit/(Loss)

During the year standalone loss increased to Rs. (4477.51) Lakhs (previous year Rs.(3568.62) Lakhs). Consolidated loss increased to Rs. (4777.45) Lakhs (previous year Rs.(3228.86) Lakhs). Due to GPEL (subsidiary Company) Power Plant was submerged in thefloods impacted the increase in power cost and lesser revenues in turn.

Current Liabilities

The standalone current liabilities decreased to '3561.36 Lakhs (previous year'10145.17 Lakhs) primarily due to decrease in "current maturities of long termborrowings". The consolidated current liabilities decreased to '10411.71 Lakhs(previous year '15277.59 Lakhs) primarily due to decrease in "current maturities oflong term borrowings".

Loan Funds

During the year standalone loan funds increased to '9271.55 (previous year '6481.73Lakhs) primarily on account of increase in long term borrowings from parent Company. Theconsolidated loan funds increased to '14887.80 Lakhs (previous year '10475.64 Lakhs)primarily on account of increase in long term borrowings from parent Company.

Share Capital and Preference Shares

The paid-up Equity Share Capital of the Company as on March 31 2020 was '18149.93Lakhs. During the year under review the Company has not issued any shares withdifferential voting rights or 'sweat equity shares' and has not granted any stock options.As on March 31 2020 none of the Directors of the Company hold shares or convertibleinstruments of the Company.

Dividend and Transfer to Reserves

In view of the losses during the current year the Board of Directors regrets theirinability to declare dividend. No amount was transferred to the reserves during the year.

Material changes and commitments

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the Report.

Internal Control Systems and their adequacy:

The Company has Internal Control systems which ensures that all transactions aresatisfactorily recorded and reported and all assets are protected against loss from anyunauthorized use or otherwise. The internal control systems are supplemented by aninternal audit system carried out by independent firm of Chartered Accountants and aperiodical review by the management. The findings of such Internal Audits are addressedthrough suitable corrective measures. The Audit Committee of the Board meets at a regularinterval and advises on significant issues raised by both the Internal Auditors and theStatutory Auditors. The process of internal control systems statutory compliance riskanalysis information technology and its management are woven together to provide ameaningful support to the management of the business.

Batliboi & Purohit Chartered Accountants the statutory auditors of the Companyhave audited the financial statements included in this annual report and have issuedreport inter alia on the internal financial controls over financial reporting as definedunder section 143 of the Companies Act 2013.

Deposits

During the year under review the Company has not accepted any deposits from publicfalling within the meaning of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.

Particulars of loans guarantees or investments

Particulars of Loans Guarantees or Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Directors and Key Managerial Personnel

As per the provisions of Section 152(6) of the Companies Act 2013 Ms. Tripti J.Navani is due to retire by rotation at the ensuing Annual General Meeting and beingeligible seeks re-appointment. The Board of Directors recommends her reappointment asDirector of the Company.

Mr. Nikhil J. Bhatia was been appointed as an Additional and Independent Director ofthe Company with effect from May 22 2019. His appointment as an Independent Director fora period of 5 years was approved by the Shareholders at the Annual General Meeting held onSeptember 20 2019.

Mr. Pradip N. Kapadia and Mr. D G Prasad were re-appointment as Independent Directorsfor second term of five years commencing from December 29 2019 by the shareholders at theAnnual General Meeting held on September 20 2019.

Mr. Ramesh R. Patil was re-appointment as Chief Executive Officer & ManagingDirector for a further term of three years commencing from July 18 2019 by theshareholders at the Annual General Meeting held on September 20 2019.

Key Managerial Personnel of the Company are Mr. Ramesh R Patil Chief Executive Officer& Managing Director Mr. Rakesh M. Nanwani Company Secretary and Mr. Avadhut SarnaikChief Financial Officer.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of Independence as prescribed both under theCompanies Act 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) 2015 and there has been no change in the circumstances which mayaffect their status as Independent Directors during the year.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees forattending meetings of Board/ Committee of the Company.

Independent Directors are familiarized with their roles rights and responsibilities inthe Company through presentation made to them from time to time. The details offamiliarization programmes conducted have been hosted on the website of the Company andcan be accessed at www.gokakmills.com

Audit Committee of the Board of Directors

The details pertaining to the composition of the Audit Committee of the Board ofDirectors are included in the Corporate Governance Report which forms part of this report.

Meetings of the Board

The Board met at least once in each quarter and 4 (four) meetings of Board were heldduring the year and the maximum time gap between two Board meetings did not exceed thetime limit prescribed under the Companies Act 2013. The details have been provided in theCorporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) 2015 the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration Stakeholders' Relationship Committees.

The performance of the Board was evaluated by the Board on the basis of theparameters/criteria such as degree of fulfillment of key responsibility by the BoardBoard Structures and Composition establishment and delineation of responsibilities to theCommittees effectiveness of Board processes information and functioning Board cultureand dynamics and quality of relationship between the Board and the Management.

The performance of the committees viz. Audit Committee Nomination and RemunerationCommittee Corporate Social Responsibility and Stakeholders Relationship Committee wasevaluated by the Board on the basis of parameters/criteria such as degree of fulfillmentof key responsibilities adequacy of committee composition effectiveness of meetingscommittee dynamics and quality of relationship of the committee with the Board and theManagement.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors (without the concerned director being present).

In a separate meeting of Independent Directors the performance of Non-IndependentDirectors of the Board as a whole and the performance of the Chairman were evaluated.

The specific areas of skills/expertise/competencies of the individual directors aregiven in the Corporate Governance Report.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed and adopted a policy for selection and appointment of Director Senior Managementand their remuneration. Remuneration Policy of the Company acts as a guideline fordetermining inter alia qualifications positive attributes and independence of aDirector matters relating to the remuneration appointment removal and evaluation ofthe performance of the Directors Key Managerial Personnel and Senior Managerialpersonnel.

Nomination & Remuneration Policy is annexed as Annexure II to this Report.

Disclosure as required under section 197(12) of the Companies Act 2013 read with Rule5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areannexed as Annexure III to this Report.

Auditors and Audit Report

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 Batliboi & Purohit Chartered Accountants(ICAI Firm Registration no. 101048W) were appointed as the Statutory Auditors of theCompany for a term of 5 (five) years to hold office from the conclusion of the 11thAnnual General Meeting of the Company till the conclusion of the 16th AnnualGeneral Meeting of the Company.

The Audit Report of the Statutory Auditors forms part of the Annual Report. TheAuditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory.

Cost Auditors

As per the requirements of section 148 of the Companies Act 2013 read with TheCompanies (Cost Records and Audit) Rules 2014 the cost accounts of the Company arerequired to be audited by a Cost Accountant. The Board of Directors of the Company one therecommendation of the Audit Committee appointed Mr. Mukesh R. Dekhtawala Cost Accountantas Cost Auditor for the financial year 2020 - 2021 on a remuneration of ' 2.00 lakhs plusout of pocket expenses. As required under the Companies Act 2013 necessary resolutionseeking Shareholders ratification for the remuneration to Cost Auditor is included in theNotice convening the 14th Annual General Meeting of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed KDSH & Associates LLP Company Secretaries to conduct Secretarial Audit ofthe Company. The Report of the Secretarial Auditor is annexed herewith as Annexure IV tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark or disclaimer.

The Secretarial Audit of Gokak Power & Energy Limited (Material Subsidiary) forthe FY 2019-20 was carried out pursuant to Section 204 of the Companies Act 2013 andRegulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulation2015. The Report of the Secretarial Auditor of Gokak Power & Energy Limited does notcontain any qualification reservation or adverse remark or disclaimer.

Corporate Social Responsibility

The provisions of the Companies Act 2013 relating to Corporate Social Responsibilitywere not applicable to the Company for the FY 2019-20. The Board of Directors of theCompany has however voluntarily constituted a Corporate Social Responsibility Committeein compliance with Section 135 of the Act.

The Company is committed to its stakeholders to conduct business in an economicallysocially and environmentally sustainable manner that is transparent and ethical.

Vigil Mechanism / Whistle Blower Policy

The Company has Whistle Blower Policy/Vigil Mechanism to deal with instances of fraudand mismanagement if any. The policy is also available on the website of the Company.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 as per theprovisions of the Companies Act 2013 and Rules thereto is annexed herewith as AnnexureV and forms part of this Report. The said extract is also available on the website ofthe Company viz. www.gokakmills.com

Related Party Transactions

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There were no materiallysignificant related party transactions made by the Company with the Promoter DirectorsKey Managerial Personnel or the designated persons which may have a potential conflictwith the interest of Company at large except power purchase from the subsidiary Companyfor captive consumption and sale.

All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for transactions which are of aforeseen and repetitive nature. The transactions entered pursuant to the omnibus approvalso granted are placed before the Audit Committee on a quarterly basis.

Form AOC-2 is annexed as Annexure VI to this report pursuant to section 188 ofthe Companies Act 2013. The policy on Related Party Transactions as approved by the Boardis uploaded on the Company's website.

Corporate Governance and Management Discussion and Analysis

The guiding principle of the Code of Corporate Governance is 'harmony' i.e balancingthe need for transparency with need to protect the interest of the Company balancing theneed for empowerment at all levels with the need for accountability. A detailed report onCorporate Governance is annexed as a part of this Annual Report and the ManagementDiscussion and Analysis report forms part of this report.

A Certificate on compliance of conditions of Corporate Governance issued by Mr. KiranB. Desai Designated Partner KDSH & Associates LLP Company Secretaries is annexed tothe Report on Corporate Governance.

A certificate from a Company Secretary in practice that none of the directors on theboard of the Company have been debarred or disqualified from being appointed or continuingas directors of companies by the Board/Ministry of Corporate Affairs or any such statutoryauthority is annexed to the Report on Corporate Governance.

Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators / Courts whichwould impact the going concern status and Company's operations in future.

Statutory Compliances

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace as perwith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules there under for prevention andredressal of complaints of sexual harassment at workplace. Internal Complaints &Committee (ICC) has been setup to redress complaints received regarding sexual harassmentas per Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the ICC includes external member. During FY 2019-20 no complaints on sexualharassment were received.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) and 134 (5) of the Companies Act 2013and based on the representations received from the operating management the Directorshereby confirm that :-

a. in the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitor loss of the Company for that period;

c. they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

d. they have prepared the 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 were operating effectively; and

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

Human Resources / Industrial Relations

Developments in Human Resources / Industrial Relations front:

The Company has developed a strong human resource base which helped the Company toretain the employees for a very long time in view of learning opportunity comfortablehousing very good educational facility to children etc.

In view of least attrition of the employees Management is encouraging employees toundertake higher responsibilities in the ladder of hierarchy so that the fresh talenthiring at the bottom of the organizational pyramid provides continuity of development ateach level. The hiring of experienced employees from outside is the last priority andfirst opportunity is provided to employees in line function or cross function as well.

The Company has different HR processes for development of human resource which includesperformance management system for appraisal of employee performance skill development andbelieves in the fundamentals of Train Retrain and Retain employees.

The Management has developed very good cordial Industrial relations and has been ableto carry out operations successfully despite continued challenges of market down turnfierce competition having high input cost by achieving flexibility in operations suitableto the requirements of business.

Particulars of Employees and Energy Conservation Technology Absorption and ForeignExchange Earnings and Outgo

a. The information required pursuant to Section 197 of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company will be provided upon request. In terms of Section 136 of theAct the Report and Accounts are being sent to the Members excluding the information onemployees' particulars which is available for inspection by the Members at the RegisteredOffice of the Company during the business hours on working days of the Company. Any memberinterested in obtaining such particulars may write to the Company Secretary at theRegistered Office of the Company.

b. Information relating to the Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure VIIto this report.

Cautionary Statement:

Statements in the Board's Report and Management Discussion & Analysis describingthe Company's objectives estimates expectations or projections outlook etc. may be'forward looking statements' within the meaning of the applicable securities laws andregulations. Actual results may differ materially from those expressed or implied due tofactors beyond control. Important factors that could make a difference to the Company'soperations include economic conditions affecting demand/ supply and price conditions inthe domestic and overseas markets in which the Company operates changes in the governmentregulations tax laws and other statutes and other factors such as litigation andindustrial relations.

Acknowledgements

Your Directors acknowledge and thank all stakeholders of the Company viz. customersmembers employees dealers vendors banks and other business partners for their valuablesustained support and encouragement. Your Directors look forward to receiving similarsupport and encouragement from all stakeholders in the years ahead.

For and on behalf of the Board of Directors

Place : Mumbai Ramesh R. Patil Vasant N. Sanzgiri
Date : August 20 2020 Chief Executive Officer & Managing Director Director
DIN : 07568951 DIN: 01757117

Registered Office

#1 2nd Floor 12th Cross

Ideal Homes Near Jayanna Circle Rajarajeshwari Nagar

Bengaluru- 560 098

.