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Hitech Corporation Ltd.

BSE: 526217 Sector: Industrials
NSE: HITECHCORP ISIN Code: INE120D01012
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VOLUME 272
52-Week high 126.50
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P/E
Mkt Cap.(Rs cr) 148
Buy Price 86.00
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Sell Price 87.00
Sell Qty 50.00
OPEN 86.00
CLOSE 85.00
VOLUME 272
52-Week high 126.50
52-Week low 41.40
P/E
Mkt Cap.(Rs cr) 148
Buy Price 86.00
Buy Qty 28.00
Sell Price 87.00
Sell Qty 50.00

Hitech Corporation Ltd. (HITECHCORP) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Twenty Eighth Annual Report togetherwith the Audited Financial Statements for the Financial Year ended 31st March2019.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2019is summarized below:

(Rs in lakhs)

2018-19

2017-18

Sales Revenue

46190.11

39768.79

Other Income

50.44

66.63

Total Revenue

46240.55

39835.42

Earnings Before Insurance Claim Interest Depreciation & Tax (EBIDT)

5205.87

3779.91

Less : Interest and Financing Charges

1991.66

1392.11

Depreciation

2142.86

1751.87

Add: Insurance Claim received (Ref Note No.34)

1486.35

567.32

Profit Before Tax

2557.70

1203.25

Less: Tax Expenses

917.40

426.86

Net Profit After Tax

1640.30

776.39

Attributable to:
Shareholders of the Company

1640.30

776.39

Non-controlling interest

-

-

Other Comprehensive Income

(10.51)

2.43

Total Comprehensive Income for the year

1629.79

778.82

Attributable to:
Shareholders of the Company

1629.79

778.82

Non-controlling interest

-

-

Opening Balance in Retained Earnings

10342.83

10214.22

Amount available for Appropriation

11972.62

10993.04

Dividend on Equity Shares

154.58

154.58

Tax on Equity Dividend

31.77

31.47

Transfer to Capital Redemption Reserve

394.54

464.16

Transfer to General Reserve

-

-

Transfer to Other Reserve

-

-

Closing Balance in Retained Earnings

11391.73

10342.83

 

OVERVIEW OF FINANCIAL PERFORMANCE

During the financial year 2018-19 :

• Operating revenue increased to Rs 46190.11 lakhs as against Rs 39768.79 lakhsin the previous year.

• EBIDT increased to Rs 5205.87 lakhs as against Rs 3779.91 lakhs in theprevious year.

• Profit after tax increased to Rs 1640.30 lakhs from Rs 776.39 lakhs in theprevious year.

NEW PROJECTS

Mysuru

The Company has successfully completed setting up of a facility for manufacturing rigidplastic containers at Mysuru Karnataka and commenced commercial production at the saidplant from end of September 2018. The total capacity of the plant is 3000 MT and the sameis set up in a phased manner.

Vizag

During the year the Company successfully completed construction work at Vizag forsetting up of facility for manufacturing rigid plastic containers and has commencedcommercial production in the month of August 2019. The total capacity of the plant is3000 MT and the same is being implemented in a phased manner.

CONSOLIDATION OF MANUFACTURING FACILITIES

The Company has adopted a policy to consolidate manufacturing facilities of one unitinto another wherever possible to avail better synergies.

As a part of its consolidation initiative the manufacturing facility of the Companysituated at Galonda (Dadra & Nagar Haveli) was shifted and merged with the unitsituated at Naroli (Dadra & Nagar Haveli) by transfer of Plant and Machinery and otheraccessories with effect from October 1 2018. Similarly Technology Centre at ChinchwadPune was shifted to a separate unit situated within the plant premises at Sanaswadi. Thiswill help the Company in reducing the fixed overheads without affecting capacities of theCompany.

UPDATES ON ROHTAK

The manufacturing operations of the plant at Rohtak (Haryana) was disrupted in February2016 due to fire which resulted in extensive damage to properties. The Company rebuilt thefactory at the same site and commenced operations in March 2017. The final assessment ofthe Insurance claim was completed by the Insurance Company during the year and a sum of Rs1486.35 lakhs (net) was received during the year towards the full and final settlement ofthe property damage claim.

FLOODS AT BADDI

The manufacturing operations of the Company's unit situated at Baddi Himachal Pradeshwas disrupted due to floods caused by heavy rains in Himachal Pradesh and adjacent areasin the month of August 2019. The Company is in the process of ascertaining the damage andtaking necessary steps to restart the operations at the earliest. The Company hasinsurance cover for the same.

PART REDEMPTION OF PREFERENCE SHARES

Your Company redeemed 3945381 Preference Shares of Rs 10/- each at par aggregating toRs 39453810 on May 26 2018 out of profits of the Company and an equal amount wastransferred to Capital Redemption Reserve.

After the above said redemption the Preference Share capital stands at Rs 2235.72lakhs.

DIVIDEND

The Board of Directors have recommended payment of dividend for approval of the membersat the ensuing Annual General Meeting as under:

• On 9% Non-Convertible Redeemable Cumulative Preference Shares (‘NCRCPS') ofRs 10/- each dividend @ 9% p.a. i.e. ' 0.90 per Preference Share of Rs 10/- each payablefor the financial year ended 31st March 2019. The proposed dividend on NCRCPSwill absorb Rs 242.57 lakhs including Dividend Distribution Tax of Rs 41.36 lakhs. Duringthe year an amount of Rs 6.57 lakhs was paid as dividend (including Dividend DistributionTax of Rs 1.12 lakhs) on the redeemed NCRCPS for the period April 1 2018 to May 26 2018(redemption date).

• On Equity Shares @ 9% i.e. ' 0.90 per equity share (Previous year ' 0.90 perequity share) for the financial year ended March 31 2019.The proposed dividend on EquityShare Capital will absorb Rs 186.35 lakhs including Dividend Distribution Tax of Rs 31.77lakhs.

TRANSFER TO RESERVES

An amount of Rs 394.54 lakhs was transferred to the Capital Redemption Reserve onaccount of redemption of 3945381 Preference Shares of Rs 10/- each at par aggregating toRs 39453810.

During the year under review no amount has been transferred to General Reserve.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year to which the FinancialStatements relate and date of this report.

There were no material changes in the nature of business of the Company during the yearunder review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the Regulation 34 (2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘Listing Regulations') a separate section on theManagement Discussion and Analysis Report giving details of overall industry structuredevelopments performance and state of affairs of Company's business forms an integralpart of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) APPOINTMENTS / RE-APPOINTMENTS OF DIRECTORS

In compliance with the provisions of Regulation 17(1A) of the SEBI (Listing Obligationsand Disclosure Requirements) (Amendment) Regulations 2018 the Board of Directors at itsmeeting held on November 12 2018 on recommendations of the Nomination & RemunerationCommittee inter alia approved the following matters relating to continuation ofdirectorship of Directors who had attained the age of Seventy Five (75) years subject toapproval of shareholders of the Company. The shareholders have since approved theirappointments/re-appointments with requisite majority by way of postal ballot. The resultsof the postal ballot were declared on December 24 2018.

(i) Continuation of Mr. Ashwin Dani (76 years) as a Non - Executive Director (liable toretire by rotation) of the Company after March 31 2019.

Mr. Ashwin S. Dani has been associated with the Company since 1992. He was the ManagingDirector of Asian Paints Limited from December 1998 to March 2009. Presently Mr. Dani isthe Non-Executive Chairman of Asian Paints Limited. His rich knowledge of the business andhis vast experience in general management has been an asset to the Company.

(ii) Continuation of Mr. Ashwin Nagarwadia (81 years) as a Non - Executive Director(liable to retire by rotation) of the Company after March 31 2019.

Mr. Ashwin Nagarwadia a Mechanical Engineer has held various senior positions inreputed organizations and was Chairman and Managing Director of Ingersoll Rand (India)Ltd. before his retirement. He has a rich and wide managerial experience.

(iii) Continuation of Mr. Bomi Chinoy (77 years) as a Non - Executive IndependentDirector of the Company after March

31.2019.

Mr. Bomi P. Chinoy is a Chartered Accountant and has served in reputed Companies ofIndia. He has worked in Tata group for a period of 35 years in various capacities. Hisexpertise in Corporate Finance Company Law Income Tax Law Secretarial andAdministrative etc is quite beneficial to the Company. After his retirement from TataChemicals Ltd. he served as CEO of Tatachem Golden Jubilee Foundation (Charitable Trust)for a period of 10 years.

(iv) Continuation of Mr. Jayendra R. Shah (85 years) as a Non - Executive IndependentDirector of the Company after March 31.2019.

Mr. Jayendra R. Shah is a Technocrat Entrepreneur and has vast experience in the fieldof Plastics Polymers and Speciality Chemicals. He is the Founder-Director of JayveeOrganics and Polymers Pvt. Ltd.

Regulation 17(1A) of the Listing Regulations provides that listed entities shall notappoint any person or continue the directorship of any person who has attained the age of75 years unless approval of the shareholders have been obtained by way of SpecialResolution. Accordingly approval of the shareholders was obtained for continuation of theabove Directors.

Pursuant to the provisions of Regulation 17(1 A) of the SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 the Board recommends thecontinuation of directorship of Mr. Harish Motiwalla Non-Executive Independent Directorwho has attained the age of seventy five years during the year 2019-20. For continuationof his directorship approval of the members is sought by way of Special Resolution at theensuing Annual General Meeting.

Mr. Rajnikant Desai resigned from the office of Independent Director with effect fromthe close of business hours of March 31 2019 due to old age and difficulties intravelling.

Mr. Rajnikant Desai joined the Board in the year 1994 and since then had been anintegral part of the Board. He had contributed immensely to the functioning of the Boardand the management was also benefitted from his advice and directions. The Board places onrecord gratitude for his advice and guidance during his tenure.

Upon recommendation of the Nomination and Remuneration Committee the Board ofDirectors at its Meeting held on June 25 2019 appointed Mr. Aditya M. Sheth as anAdditional (Independent) Director for a period of five years commencing from June 252019 subject to the approval of the Members at the ensuing Annual General Meeting.

In compliance of Section 152(6) of the Companies Act 2013 and pursuant to theauthority provided to the Board of Directors of the Company vide Resolution passed at the25th Annual General Meeting held on 23rd September 2016 by theshareholders the agreement with Mr. Mehernosh A. Mehta Wholetime Director was amended bythe Board at its meeting held on 24th August 2019 to the extent and effectthat he will be liable to retire by rotation.

In view of the above provisions and Article 108 of Articles of Association of theCompany Mr. Mehernosh A. Mehta (DIN: 00372340) Wholetime Director (liable to retire byrotation) retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment to the Board.

Profile and other information of the aforesaid Directors as required under Regulation36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andSecretarial Standard - 2 forms part of the notice convening the ensuing Annual GeneralMeeting.

The above proposal for appointment or re-appointment forms part of the Notice of the 28thAnnual General Meeting and the relevant Resolutions are recommended for your approvaltherein.

(b) KEY MANAGERIAL PERSONNEL

Mr.Bharat Gosalia Chief Financial Officer retired after completion of his tenure witheffect from July 2 2019 and Mrs. Avan R. Chaina was designated as Chief Financial Officerwith effect from July 3 2019.

Presently Mr. Malav A. Dani (DIN: 01184336) Managing Director Mr. Mehernosh A. Mehta(DIN: 00372340) Wholetime Director Mrs. Avan R. Chaina Chief Financial Officer and Mrs.Namita Tiwari Company Secretary are the Key Managerial Personnel of your Company inaccordance with the provisions of Section 2(51) Section 203 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended from time to time.

(c) DECLARATION OF INDEPENDENCE

In terms of Regulation 25(8) of SEBI (LODR) Regulations 2015 all IndependentDirectors have given necessary declarations that they meet the criteria of independence aslaid down under Section 149(6) of the Companies Act 2013 read with schedules and rulesissued thereunder as well as clause (b) of sub regulation 1 of Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended.

(d) PERFORMANCE EVALUATION OF BOARD

The Nomination & Remuneration Committee of the Company has formulated process andparameters for the evaluation of the Directors individually Committees of the Board andBoard as a whole. The parameters for performance evaluation inter alia includesperformance of the Board on deciding long term strategies composition of the Boarddischarging governance duties and handling critical issues and other price sensitivematters.

Pursuant to the provisions of the Companies Act 2013 read with Rules issued thereunderand Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Board of Directors based on the criteria/parameters

formulated by the Nomination & Remuneration Committee has evaluated theeffectiveness of the Board as a whole the various Committees Directors individually(excluding Director being evaluated) and the Chairman. The evaluation was carried outbased on the ratings of the Directors in the questionnaires circulated to them.

The statement including the manner in which the evaluation exercise was conducted isincluded in the Corporate Governance Report which forms part of this Annual Report.

COMMITTEES OF BOARD

The Board of Directors has constituted the following Committees and the detailspertaining to such Committees are included in the Corporate Governance Report which formspart of this Annual Report.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Allotment Committee

• Risk Management Committee

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

There were 5 meetings of the Board held during the year. The details of the Meetings ofthe Board and the Committees thereof convened during the financial year 2018-19 are givenin the Corporate Governance Report which forms part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 inaccordance with Section 92(3) of the Companies Act

2013 read with Companies (Management and Administration) Rules

2014 are set out herewith as ‘Annexure A' and is also available on the website ofthe Company at https://www.hitechgroup.com/ investor/#financial-results

CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance formsan integral part of the annual report.

LISTING OF SHARES

The Company's equity shares are actively traded on BSE Limited (BSE) and the NationalStock Exchange of India Limited (NSEIL). Further the applicable listing fees for thefinancial year 2018-19 have been paid to the respective Stock Exchange(s).

AUDITORS AND THEIR REPORT

a. Statutory Auditors

The Members of the Company at its 26th Annual General Meeting held onWednesday August 2 2017 appointed M/s. Kalyaniwalla & Mistry LLP CharteredAccountants (Firm Reg. No: 104607W/ W100166) as Statutory Auditors of the Company for aterm of five (5) years. i.e. till the conclusion of 31st Annual GeneralMeeting.

M/s. Kalyaniwalla & Mistry LLP have confirmed that they are not disqualified fromcontinuing as Statutory Auditors of the Company.

The Statutory Auditors have issued an unmodified opinion on the financial statementsfor the financial year ended March 312019.

b. Cost Auditors

As the Companies (Cost Records and Audit) Rules are not applicable to your Companytherefore cost records as specified by the Central Government under sub-section (1) ofSection 148 of the Companies Act 2013 is not required accordingly such accounts andrecords are not made and maintained by the Company.

Accordingly the Company has not appointed any Cost Auditor for the financial year2018-19.

c. Internal Auditors

M/s. Shashank Patki and Associates Chartered Accountants Pune M/s. J. V. Ramanujam& Co. Chartered Accountants Chennai and M/s. Jasuja Kapoor & AssociatesChartered Accountants Noida have been re-appointed as the Internal Auditors of theCompany for the financial year 2019-20.

The Audit Committee of the Board and the Statutory Auditors are periodically apprisedof the Internal Audit findings and corrective actions are taken.

d. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended theCompany has appointed M/s. Nilesh Shah & Associates Company Secretary in Practise toundertake the "Secretarial Audit" and "Annual Secretarial ComplianceAudit" of the Company for the financial year ended March 31 2020. The Company hasreceived consent from M/s Nilesh Shah & Associates to act as the Secretarial Auditorsof the Company for the financial year ending March 312020.

The Secretarial Audit Report for the financial year ended March 312019 is annexed tothis report as Annexure (B-1).

The Secretarial Compliance Audit Report for the financial year ended March 31 2019 inrelation to compliance of all applicable SEBI regulations / circulars / guidelines issuedthereunder pursuant to requirement of regulation 24A of Listing Regulations is set out inAnnexure (B-2) to this report.

The Secretarial Audit Report and Annual Secretarial Compliance Audit Report does notcontain any qualification reservation or adverse remark.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under provisions of Section143(12) of the Companies Act 2013 and Rules made thereunder.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder Section 178(3) of the Act. The salient features of the Policy are set out in theCorporate Governance Report which forms part of this Annual Report. The Policy is alsoavailable on Company's website under the web link:http://www.hitechgroup.com/investor/#policies

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the applicable provisions of Sexual Harassment of Womanat Workplace (Prevention Prohibition and Redressal) Act 2013. It has formulated andadopted a Policy on Prevention of Sexual Harassment of Women at Workplace pursuant to theprovisions of Sexual Harassment of Woman at Workplace (Prevention Prohibition andRedressal) Act 2013. The Company has not received any complaints under the said policyduring the year. All employees (permanent contractual temporary trainees) are coveredunder this Policy.

The Company has complied with the provisions relating to Constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act of 2013.

Sexual Harassment Policy of the Company is displayed on the Company's website under theweblink: http://www.hitechgroup.com/ investor/#policies

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a ‘Whistle Blower Policy' with an objective to conduct itsaffairs in a fair and transparent manner and by adopting the highest standards ofprofessionalism honesty integrity and ethical behaviour. The Company has establishedmechanism for reporting concerns about unethical behaviour actual or suspected fraudviolation of Code of Conduct and Ethics.

The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company's websitethrough the following link: http://www. hitechgroup.com/investor/#policies

CORPORATE SOCIAL RESPONSIBILITY (‘CSR') :

In compliance with the requirements of Section 135 of the Companies Act 2013 read withthe Companies (Corporate Social Responsibility) Rules 2014 as amended the Board ofDirectors has constituted a Corporate Social Responsibility Committee. The details ofmembership of the Committee and the meetings held are detailed in the Corporate GovernanceReport forming part of the Annual Report.

The contents of the CSR Policy of the Company as approved by the Board on therecommendation of the Corporate Social Responsibility Committee is available on thewebsite of the Company and can be accessed through the web link:http://www.hitechgroup.com/ investor/#policies

During the financial year 2018-19 the Company has spent Rs 51.58 lakhs towardsCorporate Social Responsibility (CSR).

The Annual Report on CSR activities undertaken by the Company during the financial year2018-19 is annexed as ‘Annexure C' and forms part of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 134 (3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is appended hereto as ‘Annexure D' andforms part of this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 205A and 205C of the Companies Act 1956/ Section124 and 125 of the Companies Act 2013 dividend pertaining to the financial year 2010-11amounting to Rs 251533 which remained unpaid or unclaimed for a period of 7 years wastransferred by the Company to the Investor Education and Protection Fund.

Further dividends which remained unpaid or unclaimed for a period of 7 yearspertaining to the financial year 2011-12 which was declared at the Annual General Meetingof the Company held on August 11 2012 will be transferred to the Investor Education andProtection Fund by September 9 2019. Members who have not encashed their dividendwarrants for the year 2011-12 or thereafter are requested to write to the Company'sRegistrar and Share Transfer Agents. Details of unpaid/ unclaimed dividend are provided onCompany's website under the web link - http://www.hitechgroup.com/investor/#unclaimed-unpaid-dividend

The details of equity shares transferred to IEPF during 2018-19 are provided in theCorporate Governance Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rules made thereunder inrespect of employees of the Company has been disclosed in ‘Annexure E'.

DEPOSITS

During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).

The outstanding deposits accepted earlier including interest were repaid during theyear and there were no deposit outstanding as on March 31 2019.

Particulars of Deposits covered Under Chapter V of the Act are as follows:

Particulars

Amount (Rs in lakhs)

Opening Balance

254.40

Accepted during the year

--

Repaid / Settled during the year

254.40

As at the close of the year

Nil

Whether there has been any default in repayment of deposits or interest thereon; and if so the number of times and the total amount involved-
a. At the beginning of the year

Nil

b. Maximum during the year

Nil

c. At the end of the year

Nil

Deposits which are not in compliance with requirements of Chapter V of Companies Act 2013

Nil

 

RELATED PARTY TRANSACTIONS

All Related Party Transactions which were entered during the financial year 2018-19were on an arm's length basis and in the ordinary course of business. There were nomaterially significant related party transactions entered into by the Company with relatedparty(s) as defined under Section 2(76) of the Companies Act 2013 which may have apotential conflict with the interest of the Company at large.

Your Company's sales transactions with Asian Paints Limited qualify as material RelatedParty Transactions ("RPT") under Regulation 23 of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015. Accordingly Company has obtainedshareholders approval for the said material related party transactions at the 27thAnnual General Meeting which was held on July 16 2018.

During the year the Board of Directors of the Company has revised the Policy on dealingwith RPTs and a Policy on materiality of Related Party Transactions in accordance with theamendments to the applicable provisions of the Listing Regulations. The said policy can beaccessed through the following link: http://www.hitechgroup.com/ investor/#policies

The details of the related party transactions of the Company as required under IndianAccounting Standard-24 are set out in Note 43 to the financial statements forming part ofthis Annual Report.

The Form AOC - 2 pursuant to Section 134 (3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as ‘Annexure F' to thisReport.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control system commensurate tothe size and nature of its business. The Company periodically reviews the internal financecontrol system. During the year under review such controls were tested and no reportablematerial weaknesses in the design or operation of the same were observed.

RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act 2013 the Company has a risk managementpolicy in place for identification of key risks to its business objectives impactassessment risk analysis risk evaluation risk reporting disclosures risk mitigationmonitoring and integration with strategy and business planning.

The Company has also constituted a Risk Management Committee on voluntary basis.

Details of the Risk Management policy and the committee as stated above have beendisclosed in the Corporate Governance Report which forms a part of the Annual Report.

OTHER DISCLOSURES

Your Company during the financial year ended March 31 2019:

a) has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings;

b) has not issued Shares having differential rights as to dividend voting orotherwise;

c) does not have any ESOP Scheme for its employees/Directors;

d) has not issued Sweat Equity Shares;

e) during the year under review the Company has not provided any loan or given anyguarantee or made any investment;

f) There were no significant/material orders passed by any of the Regulators or Courtsor Tribunals impacting the going concern status of your Company or its operations infuture; and

g) The Company does not have any subsidiary company Joint Venture or AssociateCompany.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 the Directors state that:

a. in the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards have been followed and there are no materialdepartures from the same;

b. accounting policies have been selected and applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of your Company as at March 31 2019 and of the profit andloss of the Company for the financial year ended March 312019;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation and gratitude to all the employees atall levels for their hard work dedication and cooperation during the year.

Your Directors wish to express their sincere gratitude for the excellent support andco-operation extended by the Company's shareholders customers bankers suppliersregulatory and government authorities and all other stakeholders.

For and on behalf of the Board of Directors

Ashwin S. Dani
Chairman
(DIN: 00009126)
Place: Mumbai
Date: 24th August 2019

 

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