You are here » Home » Companies » Company Overview » JHS Svendgaard Laboratories Ltd

JHS Svendgaard Laboratories Ltd.

BSE: 532771 Sector: Consumer
NSE: JHS ISIN Code: INE544H01014
BSE 16:01 | 29 Jun 21.55 -0.15
(-0.69%)
OPEN

21.40

HIGH

22.05

LOW

21.30

NSE 15:56 | 29 Jun 21.70 0
(0.00%)
OPEN

21.70

HIGH

22.15

LOW

21.30

OPEN 21.40
PREVIOUS CLOSE 21.70
VOLUME 3136
52-Week high 33.40
52-Week low 19.45
P/E
Mkt Cap.(Rs cr) 140
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.40
CLOSE 21.70
VOLUME 3136
52-Week high 33.40
52-Week low 19.45
P/E
Mkt Cap.(Rs cr) 140
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JHS Svendgaard Laboratories Ltd. (JHS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 17th AnnualReport on the business and operations of the Company ('JHS') together with the auditedfinancial statements (standalone and consolidated) for the year ended 31stMarch 2021.

Financial Review/Results

(Rs. in Lacs)

Particulars Standalone Consolidated
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Net sales / Income from Operation 9696.15 13295.61 10076.52 1391142
Other Income 554.78 1175.32 75440 1383.50
Interest & Finance Charges 45.25 136.11 123.99 195.25
Depreciation 55643 742.97 725.47 876.07
Profit /(Loss) before Tax 319.71 179.09 96.78 (584.30)
Tax Expense:
Current tax (provision for tax) 52.57 180.87 52.57 180.87
Deferred tax asset 121.95 (152.38) 41.39 (253.28)
Tax for earlier years (13142) (26.39) (131.42) (26.39)
Total Tax Expense 43.11 2.10 (3746) (98.80)
Profit /(Loss) after Tax 276.61 176.99 134.24 (485.50)
Profit /(Loss) to be carried to the Balance Sheet 281.32 17546 143.04 482.13
Paid up Equity Share Capital (Face Value of rs. 10/- each) 6440.05 6090.05 6440.05 6090.04
Reserve excluding revaluation reserve 12707.76 12059.75 12429.50 11709.80
Basic EPS (in Rupees not annualized) Excluding extra ordinary items 0.45 0.29 0.20 (0.32)
Diluted EPS (in Rupees not annualized) Excluding extra ordinary items 0.45 0.29 0.20 (0.32)

Review of Operations/Statement of Affairs

Company generated the revenue from operations during the Financial Yearended 31st March 2021 amounted to Rs. 9696.15 Lacs as compared to Rs.13295.61 Lacs during the previous year ended 31.03.2020. While the revenue for theCompany has come down to the shift in the demand pattern of the consumers amidst COVID-19but the Company with its timely stratigic realignment has not just been able to grew itsdomestic business by 23% but has successfully enhanced its operating profitability by4.10%.

Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act 2013including the Indian Accounting Standard Ind AS-110 on Consolidated Financial Statementsthis Annual Report also includes Consolidated Financial Statements for the Financial Year2020-21. Consolidated turnover of the Company was Rs. 10076.52 Lacs as on 31stMarch 2021 as against Rs. 13911.42 Lacs in the previous year. Net Profit after Tax forthe year stood at Rs. 134.24 Lacs against ' (485.50) Lacs in the previous year.

Dividend

The Company is expanding its business and requires surplus to beploughed back in the Company. Hence your Board is compelled to not recommend any dividendfor the last financial year.

Transfer to reserves

The Board of the Company has not proposed to transfer any amount fromthe profit and loss account to the reserves of the Company.

Operations and Business Performance

Kindly refer to the Management Discussion & Analysis Report whichforms part of this report.

Corporate Governance

JHS believes in adopting the best practices of Corporate Governance.Corporate Governance Principals are enshrined in the spirit of JHS which form the corevalues of JHS. These guiding principles are also articulated through the Company's code ofbusiness conduct corporate governance guidelines character of various sub-committees anddisclosure policy.

JHS has adopted the industry best practices of Corporate Governance andaims to run its business on the highest principles of governance and ethics. At JHSCorporate Governance is more than just adherence to the statutory and regulatoryrequirements. It is equally about focusing on voluntary practices that underlie thehighest levels of transparency. JHS's governance framework is driven by the objective ofenhancing long term stakeholder value without compromising on ethical standards andcorporate social responsibilities.

Kindly refer to the report on Corporate Governance which forms part ofthis report.

Directors and Key Managerial Personnel

The Directors and Key Managerial personnel (KMP) of the Company as persection 2(51) and 203 of the Companies Act 2013 as on 31st March 2021 are as follows:

Director/KMP Designation
*Mr. Nikhil Nanda Managing Director
*Mr. Mukul Pathak Non-Executive Independent Director
#Mr.Rajagopal Chakravarthi Venkateish Non-Executive Independent Director
#Mr. Kapil Minocha Non-Executive Independent Director
Mr. Nikhil Kishorchandra Vora Non-Executive Nominee Director
Mrs. Rohina Sanjay Sangtani Non-Executive Women Independent Director
Mr. Ashish Goel Chief Financial Officer
Mr. Paramvir Singh Pabla Chief Executive Officer
@Mrs. Kirti Maheshwari Company Secretary & Compliance Officer

*Mr Nikhil Nanda Managing Director (DIN: 00051501) whose term asManaging Director expired on 01st July 2020 and Mr Mukul Pathak IndependentDirector of the Company whose term as an Independent Director expired on 01stJuly 2020 were re-appointed for another term of 5 (five) consecutive years by the Boardw.e.f 2nd July2020 which was subsequently approved by the shareholders in thelast AGM held on 8th August 2021.

#During the financial year Mr Rajagopal Chakravarthi Venkateish (DIN:00259537) and Mr Kapil Minocha (DIN: 02817283) were appointed as Independent Directors onthe Board w.e.f. 23rd June 2020 for a period of 5 (Five) consecutive years.

@During the last financial year Mr Chetan Batra had resigned from thepost of Company Secretary & Compliance Officer with effect from 04th May2020 and thereafter Mrs. Kirti Maheshwari was appointed as Company Secretary &Compliance Oicer w.e.f 23rd June 2020.

Mr. Nikhil Nanda Managing Director of the Company who retires byrotation at the ensuing 17th AGM and being eligible offers himself forre-appointment. The necessary proposal for the same forms part of the Notice of theensuing AGM.

During the FY 2020-21 Mrs. Balbir Verma Independent Director hadresigned from directorship w.e.f 14th September 2020 and Mr. VanamaliPolavaram Chairman of Board of Directors also resigned from directorship w.e.f. 18thAugust 2020.

Policy on Directors' appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act2013 (Act) the policy on appointment of Board members including criteria for determiningqualifcations positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees are attached as Annexure 1 & 2 respectivelywhich forms part of this report.

Particulars of remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 and Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as 'Annexure3' which forms an integral part of this report. The information showing names &other Particulars of employees as per Rule 5(2) and 5(3) of said Rules is attached as Annexure4.

Committees of the Board

The details of composition details of meeting and attendance ofmembers of the Audit Committee the Nomination & Remuneration Committee theStakeholders Relationship Committee and the Corporate Social Responsibility Committee isprovided in the Corporate Governance Report section of this report.

Audit Committee

The Company has duly constituted an Audit Committee whose detailedcomposition and powers are provided in the Corporate Governance Report. There were norecommendations of the Audit Committee which have not been accepted by the Board duringthe fnancial year.

Number of Board Meetings

During the year under review the Board met 6 (Six) times details andattendance of such Board meetings are provided in Corporate Governance Report Annexedherewith and forming integral part of this report.

Declaration of Independence by Directors

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16 ofSEBI (Listing and Other Disclosure Requirements) Regulations 2015 ("SEBILODR"). The Independent Directors have also confrmed that they have complied with theCompany's code of conduct for Directors and Senior Management Personnel.

All the Independent Directors of the Company have registered themselvesin the data bank maintained with the Indian Institute of Corporate Affairs Manesar('IICA'). In terms of Section 150 of the Act read with Rule 6(4) of the Companies(Appointment & Qualification of Directors) Rules 2014 the Independent Directors arerequired to undertake online proficiency self-assessment test conducted by the IICA withina period of one 2 (two) year from the date of inclusion of their names in the data bank.The Independent Directors whosoever is required shall undertake the said proficiencytest with the prescribed time.

Details of the Familiarization Programme Module for IndependentDirectors is provided in the Corporate Governance of the Report.

In the opinion of the Board all independent directors possess strongsense of integrity and having requisite experience qualification and expertise. Forfurther details please refer Corporate Governance report.

Performance Evaluation of the Board its Committees and IndividualDirectors

Pursuant to applicable provisions of the Companies Act 2013 read withthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015)("Listing Regulations") the Board in consultation with its Nomination &Remuneration Committee has formulated a framework containing inter-alia the criteriafor performance evaluation of the entire Board of the Company its Committees andindividual Directors including Independent Directors.

A structured questionnaire covering various aspects of the functioningof the board and its Committee such as adequacy of the constitution and composition ofthe Board and its Committees matters addressed in the Board and Committee meetingsprocesses followed at the meeting Board s focus regulatory compliances and CorporateGovernance etc. is in place. Similarly for evaluation of individual Director'sperformance the questionnaire covering various aspects like his/ her profilecontribution in Board and Committee meetings execution and performance of specificduties obligations regulatory compliances and governance etc. is also in place.

Board members had submitted their response for evaluating the entireBoard respective committees of which they are members and of their peer Board membersincluding Chairman of the Board.

The Independent Directors had a separate meeting held on 09thFebruary 2021. No Directors other than Independent Directors had attended this meeting.Independent Directors discussed inter-alia the performance of Non-Independent Directorsand Board as a whole and the performance of the Chairman of the Company after taking intoconsideration the views of Executive and Non- Executive Directors.

The performance evaluation of all the Independent Directors have beendone by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

Directors Responsibility Statement

Pursuant to the provision under Section 134(5) of the Companies Act2013 with respect to the Directors' Responsibility Statement the Board confirm:

i. That in the preparation of the annual accounts the applicableaccounting standards have been followed and there are no material departures;

ii. That they had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive 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. That they had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. That they had prepared the annual accounts on a going concernbasis;

v. That they had laid down internal financial controls to be followedby the Company and such internal financial controls are adequate and were operatingeffectively;

vi. That they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Statutory Auditors & their Report Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act 2013and rules made thereunder M/s S. N. Dhawan & Co. Chartered Accountants (Firm Regn.No. 00050N) on the recommendation of the Audit Committee were re-appointed as StatutoryAuditors of the Company for another term of 5 (five) consecutive years to hold officefrom the conclusion of the 16th Annual General Meeting till the conclusion of 21st AnnualGeneral Meeting to be held in year 2025 which was subsequently approved by the members at16th AGM of the Company held in 2020.

Report of Statutory Auditors

The report given by M/s S. N. Dhawan & Co. Chartered AccountantsStatutory Auditors on financial statements of the Company for FY21 is part of the AnnualReport. The comments on statement of accounts referred to in the report of the Auditorsare self-explanatory. The Auditors' Report does not contain any qualification reservationor adverse remark.

Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Companies Act 2013M/s Mohit & Associates Practicing Company Secretaries was appointed as theSecretarial Auditor for FY 2020-21 to conduct the secretarial audit of the Company TheSecretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as 'Annexure5' and forms an integral part of this report.

The Secretarial Audit Report is self- explanatory and contains noqualifications or observations or other remarks..

Cost Auditor

The Company is not required to maintain cost records and to undertakecost audit in accordance with the provisions of the Companies Act 2013

Details in respect of frauds reported by auditors other than thosewhich are reportable to the central government

The Statutory Auditors or Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made there under.

Internal financial control systems and their adequacy

According to Section 134(5) (e) of the Companies Act 2013 the termInternal Financial Control (IFC) means the policies and procedures adopted by the Companyfor ensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The Company has a well placed proper and adequate IFC system withreference to the Financial Statements which ensures that all assets are safeguarded andprotected and that the transactions are authorized recorded and reported correctly. TheCompany's IFC system also comprises due compliances with Company s policies and StandardOperating Procedures (SOP s) and audit and compliance supplemented by internal auditchecks from M/s VSD & Associates Chartered Accountants the Internal Auditors. TheInternal Auditors independently evaluate the adequacy of internal controls andconcurrently audit the majority of the transactions in value terms. Independence of theaudit and compliance is ensured by direct reporting of Internal Audit Division andInternal Auditors to the Audit Committee of the Board.

The Companies Act 2013 re-emphasizes the need for an effectiveInternal Financial Control system in the Company. The Board has adopted policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial disclosures. The details in respect ofinternal financial control and their adequacy are included in the Management Discussion& Analysis which forms part of this report.

Development and implementation of Risk Management

JHS is having comprehensive risk assessment and minimization procedurein place which are reviewed by the Board periodically. The Board is responsible forpreparation of Risk Management plan reviewing monitoring and updating the same onregular and ongoing basis. Audit Committee is also taking care for critical risks onyearly basis.

The Company has also formulated the Risk Management Policy throughwhich the Company has identified various risks like quality risk industry and competitionrisk risk of loss and assets which in the opinion of the Board may threaten the existenceof the Company.

Further the risks control systems are instituted to ensure that therisks in each business process are mitigated. The Audit Committee of the Board isresponsible for the overall risk management in coordination with Internal Auditor whoreport directly to the Board.

In the opinion of the Board there have been no identification ofelements of risk that may threaten the existence of the Company.

Change in nature of business

During the year your Company undertook new business activities relatedto manufacturing buying selling import/export distribution and to deal in any othermanner possible in automobile parts of aii kinds & descriptions and other engineeringitems and other related items for motor cars motor truck buses tractors vans jeepslorries motor launches motor cycles cycles and vehicles and conveyances of an kinds.

In order to take up such activities the main object clause ofMemorandum of Association was aitered with the approval of the members at the 16th AGM ofthe Company held on 08th August 2021.

Subsidiary Company

As on 31st March 2021 Company has 2 (two) subsidiariesi.e. JHS Svendgaard Mechanicai and Warehouse Private Limited and JHS Svendgaard RetaiiVentures Private Limited (formeriy known as JHS Svendgaard Infrastructure PrivateLimited).

During the year JHS Svendgaard Brands Limited (formerly known as JHSSvendgaard Dentai Care Limited) ceased to be Subsidiary of the Company w.e.f 01stSeptember 2020 within the meaning of Section 2(46) of the Companies Act 2013("Act") on account of aiiotment of shares by JHS Svendgaard Brands Limited.However it became an Associate Company within the meaning of Section 2(6) of the Act.

There has been no material change in the nature of the business of thesubsidiaries and except from above no Company has ceased to be/became Subsidiary/Associate of the Company.

Pursuant to Section 129 (3) of the Companies Act 2013 and Ind AS-110issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company include the financial statements of its subsidiaries.

Further a separate statement containing salient features of thefinancial statements of the subsidiaries in the prescribed Form AOC-1 has beendisclosed and attached with this report as Annexure 6.

Annual Return

In accordance with the provisions of section 92(3) and 134 (3)(a) ofthe Companies Act 2013 the Annual Return is available on the website of the Company andcan be accessed via. https://www.svendgaard.com/annual reports.html

Particulars of loans guarantees and investments

The Particulars of loans guarantees and investments under section 186of the Companies Act 2013 as at the end of the financial year ended on 31stMarch 2021 have been disclosed in the standalone financial statements of the Company.Kindly refer the relevant Note 5 and 6 to these statements.

Contracts/Arrangements with Related Parties

With reference to Section 134(3)(h) of the Companies Act 2013 allcontracts and arrangements with related parties under Section 188(1) of the Act enteredby the Company during the financial year were in the ordinary course of business and onan arm's length basis.

During the year the Company has not entered into any contract orarrangement with related parties which could be considered material (i.e transactionsexceeding ten percent of the annual consolidated turnover as per the last auditedfinancial statements entered into individually or taken together with previoustransactions during the financial year) according to the policy of the Company onmateriality of Related party Transactions. Accordingly the disclosure of related partytransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC -2is not applicable

The Company has disclosed all related party transactions in relevant Note42 to the Standalone Financial Statements for FY 2020-21.

Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

The information pertaining to conservation of energy technologyabsorption Foreign exchange Earnings and outgo as required under Section 134 (3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished in Annexure 7 and is attached to this report.

Corporate Social Responsibility

For your Company Corporate Social Responsibility (CSR) means theintegration of social environmental and economic concerns in its business operations. CSRinvolves operating Company's business in a manner that meets or exceeds the ethicallegal commercial and public expectations that society has of businesses. In alignmentwith vision of the Company through its CSR initiative your Company will enhance valuecreation in the society through its services conduct and initiatives so as to promotesustained growth for the society.

The Board of Directors of your Company has further formulated andadopted a policy based on above factors on Corporate Social Responsibility which can beaccessed at our website at: www.svendgaard.com. The CSR Policy of your Company outlinesthe Company's philosophy for undertaking socially useful programs through the creation ofa CSR Trust for welfare and sustainable development of the community at large as part ofits duties as a responsible corporate citizen. Broad areas CSR covered in the policyinter-alia includes:

• Eradicating hunger poverty & malnutrition promotingpreventive health care & sanitation & making available safe drinking water.

• Promoting education including special education &employment enhancing vocation skills especially among children women elderly & thedifferently unable & livelihood enhancement projects.

• Promoting gender equality empowering women setting up homes& hostels for women & orphans setting up old age homes day care centers &such other facilities for senior citizens & measures for reducing inequalities facedby socially & economically backward groups.

Further the CSR policy also aims to provide for following:

• Establishing a guideline for compliance with the provisions ofRegulations to dedicate a percentage of Company's profits for social projects.

• Ensuring the implementation of CSR initiatives in letter andspirit through appropriate procedures and reporting.

• Creating opportunities for employees to participate in sociallyresponsible initiatives.

During the last financial years no changes took place in the CSRPolicy. Further during the year under review your Company spent Rs. 2799563/- for CSRactivities.

Further the Annual Report on CSR Activities/ Initiatives is annexedwith this report at Annexure 8.

Material Changes and Commitments Change in Capital Structure

The authorized equity share capital of the Company stood at Rs.700000000 (Rupees Seventy Crores Only) divided into 70000000 (Seven Crores) equityshares of Rs. 10/- each as at 31st March 2021 as increased from Rs. 650000000/-(Rupees Sixty Five Crores Only) consisting of 65000000 (Six Crore Fifty Lacs Only)equity shares of face of value of Rs. 10/- each pursuant to the Ordinary Resolution of thethe members passed at 16th AGM of the Company held on 08th August 2020.

During the year a preferential issue of up to 5500000 (Fifty-FiveLacs) warrants convertible into equivalent number of equity shares of face value of Rs.10/- each of the Company at an issue price of Rs. 20/- per warrant aggregating to Rs.110000000/- (Rupees Eleven Crore only) was approved by the shareholders in the 16thAGM held on 8th August 2020.

Pursuant to such approval your Company issued and allotted 4000000Fully Convertible Warrants out of the 5500000 Lacs ('Warrants') at an issue price of Rs.20/- per Warrant aggregating to Rs. 80000000/- (Rupees Eight Crore Only).

Thereafter the Board of Directors in its meeting held on 09thFebruary 2021 allotted 3500000 (Thirty-Five Lacs) Equity Shares of face value of '10/-each pursuant to conversion of 3500000 Fully Convertible Warrants ("Warrants")out of said Total 4000000 (Forty Lacs) warrants at an issue price of Rs. 20/- each byway of preferential allotment on a private placement basis.

Consequent to the said allotment the Issued and Paid-up Equity ShareCapital of the Company stands increased to Rs. 644004650 divided into 64400465Equity Shares of face value of Rs. 10/- each.

Disclosure on Deposit under chapter V

During the year under review the Company has neither accepted norrenewed any deposit in terms of Chapter V of the Companies Act 2013 and Rules framedthere under.

Vigil Mechanism

As per Listing Regulation read with Section 177(9) of the Act theCompany has established Vigil Mechanism through which Directors Employees and BusinessAssociates may report unethical behavior malpractices wrongful conduct fraud andviolation of Company's code of conduct without any fear of reprisal. Vigil Mechanism isbeing overseen by the Audit Committee for the genuine concerns expressed by the employeesand the Directors. The said Policy provides adequate safeguards against victimization ofemployees and Directors who express their concerns.

The Company has also provided direct access to the chairman of theAudit Committee on reporting issues concerning the interests of employees and the Companyand no employee was denied access to the Chairman of the Audit Committee. The policy asapproved by the Board is uploaded on the Company's website athttp://svendgaard.com/download/invester/ Vigil Mechansim/VIGIL%20MECHANISM%20POLICY.pdf

Disclosure on Sexual Harassment of women at work place (PreventionProhibition & Redressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace. Apolicy has been adopted in line with the Sexual harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed there under and anInternal Complaints Committee has also been set up to redress complaints receivedregarding Sexual Harassment. During the year no complaints pertaining to sexualharassment were received.

Significant and material orders passed by the Regulators or Courts orTribunals impacting the going concerns status and Company s operations in future

The Company has not received any significant or material orders passedby any regulatory Authority Court or Tribunal which shall impact the going concern statusand Company s operations in future.

Update on Scheme of Arrangements:

During the year under review the Board of Directors of the Company attheir meeting held on 09th October 2020 approved the Composite Scheme of Arrangement forDemerger of 'Retail Investment Division' ("Demerged Undertaking") of JHSSvendgaard Laboratories Limited ("Demerged Company") and vesting of the samewith JHS Svendgaard Retail Ventures Private Limited ("Resulting Company") on agoing concern basis and immediately thereupon Amalgamation of JHS Svendgaard BrandsLimited ("Transferor Company") with JHS Svendgaard Laboratories Limited("Transferee Company") under Section 230 - 232 of the Companies Act 2013("Composite Scheme").

The above Composite Scheme of Arrangement shall be subject to theapproval of National Company Law Tribunal (NCLT) of relevant jurisdiction SecuritiesExchange Board of India (SEBI) Stock Exchange (s) Shareholders and Creditors of all theCompanies.

As on 31st March 2021 the Composite Scheme of Arrangementis pending with Stock Exchanges for their observation post receipt of which the Companywill file first motion application before respective National Company Law Tribunals.

The Ministry of Home Affairs vide its Order No.40-3/2020 dated24.03.2020 had notified a nationwide lockdown in India to contain the outbreak of COVID19pandemic. As a result the operations of the Company were temporarily disrupted at itsfacilities with reference to Sales Marketing Personnel warehouses and distributionlocations. However the Management has assessed that there is no material impact on thebusiness operations. Accordingly the Company has considered the possible effects that mayresult from the pandemic on the carrying amounts of its property plant and equipmentinvestments inventories receivables and other current assets and liabilities. TheCompany has also evaluated its liquidity position recoverability of its assets and basedon current estimates expects that the carrying amount of these assets will be recovered.The Company has also considered internal and external information upto the date ofapproval of these standalone financial statements. The Company will continue to closelymonitor any material changes to future economic conditions. The impact of COVID-19 onfuture business of the Company would depend on future developments that cannot be reliablypredicted at this stage.

Material changes and commitments affecting the Financial Position ofthe Company:

There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

Compliance with Secretarial Standard

During the year under review the Company has complied with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaon Meetings of the Board of Directors and General Meetings;

General

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

Issue of equity shares with differential rights as todividend voting or otherwise.

Issue of shares (including sweat equity shares) to employeesof the Company under any scheme.

Neither Managing Director nor the Whole-time Directors ofthe Company receive any remuneration or commission from any of its subsidiaries.

No application was filed by/ on the Company under theInsolvency and Bankruptcy Code 2016.

Industrial Relations

The Company has been maintaining healthy cordial and harmoniousindustrial relations at all levels. The enthusiasm and unstinting efforts of employeeshave enabled the Company to remain at the leadership position in the industry. It hastaken various steps to improve productivity across organization.

Acknowledgements

Your Directors take this opportunity to thank all customersshareowners suppliers bankers business partners/associates financial institutions andthe Central Government and the State Government for their consistent support andencouragement provided by them in the past. Your Directors conveying their sincereappreciation to all employees of the Company and its subsidiaries and associates for theirhard work and commitment. Their dedication and competence has ensured that the Companycontinues to be a significant and leading player in this industry.

For and on behalf of the Board
Sd/- Sd/-
Nikhil Nanda Mukul Pathak
Date: 10/08/2021 Managing Director Director
Place: New Delhi DIN: 00051501 DIN: 0051534

.