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Inter State Oil Carrier Ltd.

BSE: 530259 Sector: Others
NSE: N.A. ISIN Code: INE003B01014
BSE 16:01 | 10 Aug 28.70 -1.80
(-5.90%)
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NSE 05:30 | 01 Jan Inter State Oil Carrier Ltd
OPEN 31.00
PREVIOUS CLOSE 30.50
VOLUME 2509
52-Week high 44.70
52-Week low 14.90
P/E 5.25
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 31.00
CLOSE 30.50
VOLUME 2509
52-Week high 44.70
52-Week low 14.90
P/E 5.25
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Inter State Oil Carrier Ltd. (INTERSTATEOIL) - Director Report

Company director report

To the Members of Inter State Oil Carrier Limited

Your Directors have pleasure in presenting the 37th Annual Report along withthe Audited Financial Statement of Accounts of the Company for the Financial Year2020-2021.

FINANCIAL HIGHLIGHTS

PARTICULARS Rs. In Lacs 2020-2021 Rs. In Lacs 2019-2020
Total Income 3767.41 3106.45
Turnover 3453.46 3087.14
Profit before Interest & Tax 393.28 (38.67)
Profit before Tax 315.88 (128.66)
Less: Provision for Taxation:-
Current year Tax 46.80 (2.64)
Deferred Tax & Earlier Year Tax 22.6 2 (25.95)
Profit after Tax and Extraordinary items 249.88 (100.99)
Surplus B/f from the previous year 528.96 629.03
Balance Carried Forward 775.42 528.96
KEY FINANCIAL INDICATORS
Share Capital 499.23 499.23
Reserves and Surplus 1001.56 751.68
Net Worth 1500.79 1250.91
Fixed Assets 1127.32 1091.30
Book Value Per Share (Rs.) 30.06 25.06

DIVIDEND

Your Directors do not recommend for payment of dividend in respect of the Financialyear ended 31st March 2021.

TRANSFER TO RESERVES

The Company proposes not to transfer any funds to the General Reserve for the FinancialYear 2020-2021.

INDIAN ECONOMY

India's Gross Domestic Product (GDP) contracted by 7.3% in 2020-2021 The fourth quarterof 2020-21 recorded a growth of 1.6% in GDP the second quarter of positive growth afterthe country had entered a technical recession in the first half of the year.

TRANSPORT SECTOR

Due to Covid 19 pandemic lockdowns and subsequent restrictive measures implemented bythe Governments to contain the disease it has adversely impacted the prospects of theIndian Logistics Sector.

The implementation of nationwide lockdown resulted in disruption in supply chain theproduction at factories of various industries were impacted. Less demand for finishedproducts means less demand for raw material too.

Therefore transport sector witnessed pernicious contraction in demand.

PERFORMANCE REVIEW AND STATE OF COMPANY S AFFAIRS

The Total Income for the year ended 31st March 2021 has been Rs. 3767.41Lacs as against Rs. 3106.45 Lacs in the previous year showing increase of Rs. 660.96Lacs. Profit after tax for the year is Rs.249.88 Lacs as against loss of Rs. 100.99 Lacsin the previous year.

FUTURE PROSPECTS

The rising diesel prices have impacted the transport industry. It can reasonably bestated that transport sector will revive not before the diesel prices go down.

CHANGE IN NATURE OF BUSINESS IF ANY

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

COVID 19 PANDEMIC

The Covid-19 pandemic is the defining global health crisis of our time and is spreadingvery fast across the continents. But it is much more than a health crisis and is having anunprecedented impact on people and economies worldwide.

The Company is taking all necessary measures in terms of mitigating the impact ofchallenges being faced due to Covid 19. Though the long term directional priorities of theCompany remain firm in light of Covid 19 and its expected impact on the operatingenvironment the key priorities of your Company would be to closely monitor the supplychain conserve cash and control fixed cost while continuing to invest in acquiring moretrucks/ tankers.

In order to respond to the pandemic effectively the Company navigated through thesedifficult times by developing and adopting a multi-pronged strategy. The Company practisedextreme care and caution towards the health and well-being of its employees. The Companyregularly adhered to various guidelines and advisories issued by the authorities from timeto time including maintaining social distancing reduced manpower in shift workingworking from home were some of the actions taken in conjunction with provision of allfacilities such as sanitization temperature checks masks etc.

SHARE CAPITAL

During the year under review the Company has not issued shares of any kind. The paidup share capital of the Company stands at Rs. 49923000 comprising of 4992300 equityshares of Rs. 10 each as on 31/03/2021.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated 16th February 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain classes of companies. IndAS has replaced the existing Indian GAAP prescribed underSection 133 of the Companies Act 2013 read with Rule 7 of Companies (Accounts) Rules2014. For your Company Ind AS became applicable from 1st April 2019 and the Accountshave been prepared accordingly.

SUBSIDIARY TOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Re-appointment

In accordance with the provisions Section 152 of the Companies Act 2013 and Articlesof Association of the Company Mr. Sanjay Jain (DIN:00167765) Managing Director of theCompany is liable to retire by rotation at the forthcoming Annual General Meeting andbeing eligible has offered himself for re-appointment.

Vacation of Office of Director

During the year under review Mr. Rikhab Chand Jain Whole Time Director (DIN:00167778)ceased to be Director of the Company w.e.f 16th December 2020 in accordancewith the provisions of Section 167(1)(b) of the Companies Act 2013 i.e vacation ofDirector being unable to attend the meeting of the Board of Directors held during theperiod of twelve months.

Independent Directors

In terms of Section 149 of the Companies Act 2013 Mrs. Pooja Sarda Mr. Nand KumarBhatter and Mr. Sunil Shah are the Independent Directors of the Company. The Company hasreceived declarations from all the Independent Directors confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations and are independent from the management. TheIndependent Directors of the Company hold office for a term of five years. They are notliable to retire by rotation in terms of Section 149(13) of the Act. The Board is of theopinion that the Independent Directors of the Company possess requisite qualifications andexperience and that they hold highest standards of integrity.

In terms of Regulation 25(8) of the SEBI Listing Regulations they have confirmed thatthey are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties with anobjective independent judgement and without any external influence.

The Independent Directors of the Company have undertaken requisite steps towards theinclusion of their names in the data bank of Independent Directors maintained with theIndian

Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 ofthe Companies (Appointment & Qualification of Directors) Rules 2014.

The disclosures required pursuant to Regulation 36 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are given separately in the notice of AnnualGeneral Meeting.

Key Managerial Personnel

As on date Mr. Sanjay Jain Managing Director Mr. Malay Das CFO and Ms. NikitaMohta Company Secretary are the Key Managerial Personnel as per Section 2(51) and Section203 of the Companies Act 2013.

BOARD MEETINGS

The Board met Six times during the financial year under review on 31st July2020 10th September 2020 11th November 2020 16thDecember 2020 10th February 2021 and 13th March 2021. Theintervening gap between two consecutive Meetings was within the period prescribed underthe Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with Ministry of Corporate Affairs (MCA) Circular No. 11/2020 dated24/03/2020 and Securities and Exchange Board of India (SEBI) circulars dated 19.03.2020and 26.06.2020.

SKILLS/EXPERTISE/COMPETENCIES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company is highly structured to ensure high degree ofdiversity by age qualification professional background sector expertise and specialskills.

The Board of Directors have based on the recommendation of Nomination and RemunerationCommittee identified the following core skills/expertise/competencies of Directors asrequired in the context of Company's business:

a. Operations

b. Finance

c. Accounts

d. Marketing

e. Management

The skills possessed by your Directors are specified below (Director name wise)

Mr. Shanti Lal Jain Executive Chairman - Operations

Mr. Sanjay Jain Managing Director - Marketing Operations

Mr. Nand Kumar Bhatter - Independent Director - Management Accounts

Mrs. Pooja Sarda Independent Director - Management Accounts

Mr. Sunil Shah Additional and Independent Director - Finance Accounts

BOARD EVALUATION

The Board has carried out the annual evaluation of its own performance and that of itsCommittees and individual Directors for the year pursuant to the provisions of the Act andthe SEBI Listing Regulations.

The performance of the Board and individual Directors was evaluated by the Board afterseeking inputs from all the Directors. The criteria for performance evaluation of theBoard was based on the Guidance Note issued by SEBI on Board Evaluation which includedaspects such as Board composition and structure effectiveness of Board processescontribution in the long term strategic planning etc. The performance of the Committeeswas evaluated by the Board after seeking inputs from the Committee Members. The criteriafor performance evaluation of the Committees was based on the Guidance Note issued by SEBIon Board Evaluation which included aspects such as structure and composition ofcommittees effectiveness of committee meetings etc.

In a separate meeting the Independent Directors evaluated the performance of NonIndependent Directors and performance of the Board as a whole. They also evaluated theperformance of the Chairman taking into account the views of Executive Directors and NonExecutive Directors. They also accessed the quality quantity and timeliness of flow ofinformation between the Company's Management and the Board and its members that isnecessary for the Board to effectively and reasonably perform their duties. The NRCreviewed the performance of the Board its Committees and of the Directors. The same wasdiscussed in the Board Meeting that followed the meeting of the Independent Directors andNRC at which the feedback received from the Directors on the performance of the Board andits Committees was also discussed.

Significant highlights learning and action points with respect to the evaluation werediscussed by the Board. Appropriate actions are taken on the suggestions made by the Boardduring the Annual Evaluation process and presented to the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 based on the information andrepresentations received from the operating management your Directors confirm that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departure if any;

b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year to which the financial statements relateand the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the regulators or the courts ortribunals impacting the going concern status and the Company's operations in future.

RISK MANAGEMENT

Risk evaluation and management is ongoing process within the organization and the sameis reviewed by the Board of Directors.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from thepublic covered under Chapter V of the Companies Act 2013 and the rules made there under.

LISTING INFORMATION

The Equity Shares of your Company are listed on the Bombay Stock Exchange Ltd (BSE) andthe code is 530259.

The listing fee for the year 2021-2022 has been paid to Bombay Stock Exchange Ltd(BSE).

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 and 134(3) of the Companies Act 2013 the extract of annualreturn in Form MGT - 9 forms part of the Board's report and is attached as Annexure -I and is also available at the Company's website at www.isocl.in.

STATUTORY AUDITORS

M/ s. Vasudeo & Associates (Firm Reg. No. 319299E) were appointed as StatutoryAuditors of the Company at the 33rd Annual General Meeting held on 21stSeptember 2017 for a period of 5 consecutive years to hold office until the conclusionof the Annual General Meeting to be held in the year 2022.

Pursuant to Section 139 and 141 of the Companies Act 2013 read with Rule 4 of theCompanies (Audit and Auditors) Rules 2014 the Statutory Auditors have furnished acertificate of their eligibility and consent to continue as Statutory Auditors of theCompany.

STATUTORY AUDITORS' REPORT

The Statutory Auditor's Report issued by M/ s. Vasudeo & Associates CharteredAccountants to the Members is self-explanatory and does not contain any qualificationreservation or adverse remark.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors appointed M/ s. Rantu Das & Associates Practicing Company Secretaries toconduct the Secretarial Audit of the Company for the year ended 31st March2021. The report of the Secretarial Audit is annexed as Annexure II. The report isself explanatory and does not call for any further comments and does not contain anyqualification reservation or adverse remarks. The Company does not have any materialsubsidiary company and hence the provisions of Secretarial Audit for material unlistedcompany as notified by SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019 videwhich Regulation 24A of SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015 was amended is notapplicable to your Company.

ANNUAL SECRETARIAL COMPLIANCE AUDIT

Pursuant to Circular No. CIR/CFD/CMD1/27/2019 dated 08th February 2019listed companies shall additionally on an annual basis require a check by PracticingCompany Secretary ("PCS") on compliance of all applicable SEBI Regulations andcirculars/ guidelines issued thereunder consequent to which the PCS shall submit areport to the listed entity. The Board of Directors appointed M/s. Rantu Das &Associates Practicing Company Secretaries to conduct the Annual Secretarial ComplianceAudit for the Financial Year 2020-2021 and submit a report in this regard as per the saidcircular. The said report was placed before the Board of Directors and submitted to theStock Exchange. The report is self explanatory and does not call for any further commentsThe Annual Secretarial Compliance Report does not contain any qualification reservationor adverse remark.

INTERNAL AUDITOR

The Board of Directors of your Company has re-appointed Mr. Sudhir Kumar Jha as theInternal Auditor of the Company for the Financial Year 2021-2022 pursuant to theprovisions of Section 138 of the Companies Act 2013.

COST AUDIT

The provisions of Section 148 of the Companies Act 2013 relating to Cost Audit are notapplicable to your Company.

REPORTING OF FRAUD

During the year under review the Statutory Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its officers or employees tothe Audit Committee under Section 143(12) of the Act details of which needs to bementioned in this Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 forms part of the notes to the Financial Statements for theyear ended 31st March 2021.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

The Company has in place Internal Complaints Committee (ICC) which has been set up toredress complaints regarding Sexual Harassment.

All employees (Permanent Contractual Temporary Trainees) are covered under this Act.

The following is the summary of Sexual Harassment complaints received and disposed ofduring the year 2020-2021:

No. of Complaints received : NIL

No. of Complaints disposed off : NIL

Internal Complaint Committee meets from time to time to take stock of the situation.

SECRETARIAL STANDARDS

The Company has followed the applicable provisions of Secretarial Standards I andSecretarial Standards II issued by the Institute of Company Secretaries of India.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Board members of the Company are afforded every opportunity to familiarizethemselves with the Company its management its operations and above all the Industryperspective and issues. They are made to interact with senior management personnel andproactively provided with relevant news views and updates on the Company and sector. Allthe information/documents sought by them is/are also shared with them for enabling a goodunderstanding of the Company its various operations and the industry of which it is apart. The details of the Familiarisation Programme for Independent Directors with theCompany in respect of their roles rights responsibilities in the Company nature of theindustry in which Company operates business model of the Company and related matters areavailable on the Company's website www.isocl.in

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy is to have an appropriate mix of executive and non-executive/ IndependentDirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on 31st March 2021 the Company has 2 Executive Directorsand 3 Non Executive Directors on the Board. The Company's Policy on Directors' appointmentand remuneration including criteria for determining qualifications positive attributesattributes of independence of directors and other related matters provided under Section178(3) of the Companies Act 2013 and 19(4) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 including any amendment thereto are covered under theCompany's Nomination and Remuneration Policy and is also available on the website of theCompany at www.isocl.in. Further information about elements of remuneration package ofindividual director is provided in the extract of the Annual return as per Section 92(3)of the Companies Act 2013 and is annexed hereto and marked as Annexure A in theprescribed form MGT-9 and forms part of this report.

CORPORATE GOVERNANCE

The matter related to Corporate Governance is not applicable to your Company as thePaid Up Share Capital of the Company is below Rs. 10 Crore and the Net worth of theCompany is below Rs. 25 Crores as on the last day of the previous Financial Year as wellas on date of the report. This provision is contained in Regulation 15 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

It also has Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee. The Details of which are given below as per 31st March2021.

Audit Committee

1. Mrs. Pooja Sarda - Chairperson Independent Director

2. Mr. Nand Kumar Bhatter - Member Independent Director

3. Mr. Sunil Shah- Member Independent Director

During the year under review there were no instances when the recommendations of theAudit Committee were not accepted by the Board.

Nomination and Remuneration Committee

1. Mrs. Pooja Sarda - Chairperson Independent Director

2. Mr. Nand Kumar Bhatter - Member Independent Director

3. Mr. Sunil Shah- Member Independent Director

Stakeholders' Relationship Committee

1. Mrs. Pooja Sarda- Chairperson Independent Director

2. Mr. Shanti Lal Jain - Member Whole Time Director

3. Mr. Sanjay Jain- Member Managing Director

COMMITTEE MEETINGS

Audit Committee

The Audit Committee of the Company met 5 times during the year under review on 31stJuly 2020 10th September 2020 11th November 2020 10thFebruary 2021 and 13th March 2021.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company met once during the year underreview on 17th March 2021.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company met 3 times during the yearunder review on 31st July 2020 11th November 2020 and 10thFebruary 2021.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. Your Company hasestablished adequate internal financial control systems to ensure reliable financialreporting and compliance with laws and regulations. All resources are put to optimal useand adequately protected against any loss. All transactions are authorized recorded andreported correctly. Policies and guidelines of your Company are being adhered to andimprovements in process efficiencies and effectiveness are being carried out on an ongoingbasis.

VIGIL MECHANISM

Pursuant to the requirement of the Section 177(9) of the Companies Act 2013 theCompany has established vigil mechanism which also incorporates a whistle blower policy interms of the SEBI Listing Regulations. Protected disclosures can be made by a whistleblower through an e-mail or phone or letter to the Chairperson of the Audit Committee.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial relations of the Company with its personnel has continued to be cordialand amicable. Your Directors acknowledge and appreciate the efforts and dedication of theemployees to the Company. Your Directors wish to place on record the co-operation receivedfrom the Staff and Workers at all levels.

MANAGEMENT'S DISCUSSION & ANALYSIS REPORT

In accordance with Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management's Discussion and Analysis Report for theyear under review is presented in a separate section forming part of the Report andmarked as Annexure III. The Audit Committee of the Company has reviewed theManagement Discussion and Analysis Report of the Company for the year ended 31stMarch 2021.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is not required to spend any sum on Corporate Social Responsibility forthe Financial year 2020-2021 since the related criteria's laid down under Section 135 ofCompanies Act 2013 are not applicable to the company. Hence no report on Corporate SocialResponsibility is given.

However the Company for the welfare of the society during the financial year2020-2021 has contributed for social welfare as under:

1. Rs. 32100/- towards Matri Bhandar in Kolkata

2. Rs. 20100/- towards Jain Yuwa Sangthan Kolkata

3. Rs. 100000/- towards Tata Medical Centre Kolkata

MD/CFO CERTIFICATION

The Managing Director and Chief Financial Officer of the Company have given acertificate as required under Regulation 17(8) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. It forms part of the Report and is marked as AnnexureIV.

CODE OF CONDUCT

The Company has adopted the Code of Conduct for all Board members and Senior ManagementPersonnel. All Board members and Senior Management Personnel as per Regulation 26(3) ofthe SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 have affirmedcompliance with the applicable Code of Conduct. A declaration to this effect signed by theManaging Director of the Company forms part of this Report and is marked as Annexure V.

CERTIFICATE REGARDING NON-DISQUALIFICATION OF DIRECTORS

The Company has obtained a certificate from M/s Rantu Das & Associates PracticingCompany Secretary that none of the directors on the board of the Company have beendebarred or disqualified from being appointed or continuing as directors of Companies bythe Board/Ministry of Corporate Affairs. It forms part of the Report and is marked as AnnexureVI.

PARTICULARS OF EMPLOYEES

None of the employees employed during the year was in receipt of remuneration inaggregate of Rs.850000/ - per month or Rs. 10200000/- per year as specified underRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. Hence no requisite details as required in terms of provisions of Section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are required.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into by the Company during the Financial Yearwere in ordinary course of business and at an arm's length basis. Form AOC 2 forms part ofthe Report and is marked as Annexure VII.

Details of Related Party Transactions of the Company are covered under Notes toAccounts for 2020-2021.

All transactions with related parties were reviewed and approved by the AuditCommittee. Prior omnibus approval is obtained for related party transactions which are ofrepetitive nature and entered in the ordinary course of business and on an arm's lengthbasis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the assistance and co-operation extended to the Company by commercial Banks Government of India various StateGovernments Share Holders and all others stakeholders. Their continued support has been asource of strength to the Company. Your Directors also wish to place on record theirsincere appreciation of contribution and high level of commitment of every employee of theCompany.

Registered Office For and on behalf of the Board
113 Park Street Poddar Point South Wing 5th Floor Inter State Oil Carrier Ltd.
Kolkata-700016 Dated : 30th June 2021 Shanti Lal Jain
(Chairman)
DIN:00167773

.