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JHS Svendgaard Laboratories Ltd.

BSE: 532771 Sector: Consumer
NSE: JHS ISIN Code: INE544H01014
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VOLUME 24725
52-Week high 33.30
52-Week low 9.06
P/E 16.65
Mkt Cap.(Rs cr) 143
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.10
CLOSE 21.10
VOLUME 24725
52-Week high 33.30
52-Week low 9.06
P/E 16.65
Mkt Cap.(Rs cr) 143
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 16th AnnualReport on the business and operations of the Company ('JHS') together with the auditedfinancial statements (standalone and consolidated) for the year ended 31stMarch 2020.

FINANCIAL REVIEW/RESULTS

Particulars

Standalone

Consolidated

31.03.2020 31.03.2019 31.03.2020 31.03.2019
Net sales / Income from Operation 13295.61 11966.08 13911.42 12411.29
Other Income 1175.32 577.59 1383.50 666.49
Interest & Finance Charges 136.11 99.83 195.25 103.37
Depreciation 742.97 698.11 876.07 708.78
Profit /(Loss) before Tax 179.09 521.88 (584.30) (204.50)
Tax Expense:
Current tax (provision for tax) 180.87 129.21 180.87 129.21
Deferred tax asset (152.38) 32.49 (253.28) (166.98)
Tax for earlier years (26.39) - (26.39) -
Total Tax Expense 2.10 161.70 (98.80) (37.77)
Profit /(Loss ) after Tax 176.99 360.18 (485.50) (166.73)
Profit /(Loss ) to be carried to the Balance Sheet 175.46 365.60 482.13 (159.71)
Paid up Equity Share Capital (Face Value of rs. 10/- each) 6090.05 6090.05 6090.05 6090.05
Reserve excluding revaluation reserve 12059.75 11909.40 11709.80 11594.47
Basic EPS (in Rupees not annualized) Excluding extra ordinary items 0.29 0.59 (0.32) (0.11)
Diluted EPS ( in Rupees not annualized) Excluding extra ordinary items 0.29 0.59 (0.32) (0.11)

REVIEW OF OPERATIONS/STATEMENT OF AFFAIRS

Company was successful to achieve its target fixed at the beginning ofthe last financial year and generated the revenue from operations during the financialyear ended 31st March 2020 amounted to INR 13295.61 Lakhs as compared to INR11966.08 Lakhs during the previous year ended 31.03.2019. The turnover of the Company hasincreased by 11.11% in comparison to previous year.

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 year2019-20. Consolidated turnover of the Company was Rs. 13911.42 Lakhs as on March 31 2020as against Rs.12411.29 lakhs in the previous year. Net Profit after Tax for the year stoodat Rs. (485.50) lakhs against Rs. (166.73) Lakhs in the previous year.

DIVIDEND

The Company is expanding its business and requires surplus to beploughed back in the company. Hence your Board is constraint to 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 which formspart of this report.

CORPORATE GOVERNANCE

JHS believes in adopting the best practices of Corporate GovernanceCorporate 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 key Managerial personnel (KMP) in the Company as per section 2(51)and 203 of the Companies Act 2013 are as follows:

Mr. Nikhil Nanda - Managing Director
Mr. Ashish Goel - Chief Financial Officer
Mr. Paramvir Singh Pabla - Chief Executive Officer
Mrs. Kirti Maheshwari - Company Secretary &
Compliance Officer

 

During the last financial year Mr. Sanjeev K Singh has resigned fromthe post of Company Secretary & Compliance Officer with effect from 07thJune 2019.Thereafter Mr. Chetan Batra was appointed as the Company Secretary &Compliance Officer w.e.f. 11th July 2019 who resigned from his office witheffect from 04th May 2020 and thereafter Ms. Kirti Maheshwari was appointed asCompany Secretary & Compliance Officer w.e.f 23rd June 2020.

Post closure of financial year Mr. Rajagopal Chakravarthi Venkateish(DIN: 00259537) and Mr. Kapil Minocha (DIN: 02817283) were appointed as AdditionalIndependent

Directors on the Board w.e.f. 23rd June 2020 for a periodof 5 years subject to approval of members of the Company. Their appointment is recommendedfor approval of members at the ensuing Annual General Meeting (AGM).

Mr. Mukul Pathak Independent Director of the Company whose term as anIndependent Director ceased on July 01 2020 was re-appointed for another term of 5 yearssubject to approval of members of the Company at the recommendation of the Nomination andRemuneration Committee. His re- appointment is recommended for approval of members at theensuing Annual General Meeting (AGM). The Board feels that his re-appointment will be inthe interest of the Company.

Mr. Nikhil Nanda Managing Director of the Company who retires byrotation at the ensuing AGM and being eligible offers himself for re-appointment. Thenecessary resolution (s) for the same forms part of the Notice of the ensuing AGM. Thetenure of Mr. Nikhil Nanda as the Managing Director of the Company ceased on July 01 2020and he was thereafter re-appointed for another term of 5 years subject to approval ofmembers of the Company at the recommendation of the Nomination and Remuneration Committee.His reappointment is recommended for approval of members at the ensuing AGM. The Boardfeels that his re-appointment will be in the interest of the Company.

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 determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees is 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'Annexure 3' which forms an integral part of this report. The information showingnames and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid Rulesforms part of this report.

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 Committeeisprovided 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 financial year.

NUMBER OF BOARD & MEETINGS

During the year under review the Board met four 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 16of SEBI Listing Regulations. The Independent Directors have also confirmed that they havecomplied with the Company'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 (1) year from the date of inclusion of their names in the data bank. TheIndependent Directors whosoever is required shall undertake the said proficiency test.

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 profile contributionin Board and Committee meetings execution and performance of specific dutiesobligations 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 February 112020. No Directors other than Independent Directors had attended this meeting. IndependentDirectors discussed inter-alia the performance of NonIndependent Directors andBoard as a whole and the performance of the Chairman of the Company after taking intoconsideration the views of Executive and NonExecutive 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 2013M/s S. N. Dhawan & Co. Chartered Accountants (Firm Regn. No. 00050N) were appointedas Statutory Auditors of the Company for a term of five consecutive years to hold officefrom the conclusion of the 11th Annual General Meeting held on 1stSeptember 2015 till the conclusion of 16th Annual General Meeting to be held inyear 2020. Pursuant to the provisions of Section 139 to 141 of the Companies Act Companyhas received a certificate from M/s S. N. Dhawan & Co. Chartered Accountants to theeffect that their re-appointment if made would be within the prescribed limits underSection 141(3) (g) of the Companies Act 2013 and relevant rules prescribed thereunder andthat they are not disqualified for reappointment and no pending proceedings against themor any of their partners with respect to professional matters of conduct.

The auditor has also confirmed that they have subjected themselves tothe peer review process of the Institute of Chartered Accountants of India (ICAI) andholds a valid certificate issued by the Peer Review Board of the ICAI.

Accordingly on the recommendation of the Audit Committee there-appointment of M/s S. N. Dhawan & Co. Chartered Accountants as the StatutoryAuditors of the Company from the conclusion of ensuing AGM till the conclusion of 21stAGM of the Company is being recommended for the approval of the members of the Company atthe ensuing AGM.

REPORT OF STATUTORY AUDITORS

The auditor's report was issued without any qualification or adverseremark against the Company and the Report is self - explanatory.

SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013M/s Mohit & Associates Practising Company Secretaries was appointed as theSecretarial Auditor for the financial year 2019-20 to conduct the secretarial audit of thecompany The Secretarial Audit Report submitted by them in the prescribed form MR- 3 isattached as 'Annexure 4' and forms an integral part of this report.

There are no qualifications or observations or other remarks by theSecretarial Auditors in their Report issued by them for the financial year 2019-20 whichcall for any explanation from the Board of Directors.

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 thereunder.

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 whichensures that all assets are safeguarded and protected and that the transactions areauthorised recorded and reported correctly. The Company's IFC system also comprises duecompliances with Company s policies and Standard Operating Procedures (SOP s) and auditand compliance supplemented by internal audit checks from M/s VSD & AssociatesChartered Accountants the Internal Auditors. The Internal Auditors independently evaluatethe adequacy of internal controls and concurrently audit the majority of the transactionsin value terms. Independence of the audit and compliance is ensured by direct reporting ofInternal Audit Division and Internal Auditors to the Audit Committee of the Board.Additionally during the year 'M/s MAZARS Advisory Private Limited' have also been engagedfor providing assistance in improvising IFC framework (including preparation of Risk &Control Matrices for various processes) and deployment of Self-Assessment Tool.

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.

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

There has been no change in the nature of business of the Company. JHSSvendgaard Retail Ventures Pvt. Ltd. a subsidiary of Company which operates a Chain ofretail stores of Patanjali at various Airports in or outside India has set-up its firstretail store at the Indira Gandhi International Airport (T2 Terminal) at Delhi. TheCompany has plan to open 150 stores at various Airports in coming future.

Further the Board of Directors in their meeting held on July 11 2020has also approved a proposal to diversify the existing business of the Company byundertaking business activities related to auto ancillary business i.e. to deal intoautomobile parts of all kinds & descriptions and other engineering items and otherrelated items for motor cars motor truck buses tractors vans jeeps lorries motorlaunches motor cycles cycles and vehicles and conveyances of all kinds.

The aforesaid diversification require amendment in the object clause ofthe Memorandum of Association of the Company and accordingly a proposal for the same isbeing placed for the approval of the members at the ensuing AGM.

SUBSIDIARY COMPANY

As on March 31 2020 there are three subsidiaries i.e. JHS SvendgaardBrands Limited (formerly known as JHS Svendgaard Dental Care Limited) JHS SvendgaardMechanical and Warehouse Private Limited and JHS Svendgaard Retail Ventures PrivateLimited (formerly known as JHS Svendgaard Infrastructure Private Limited).

There are no associate companies within the meaning of Section 2(6) ofthe Companies Act 2013 ("Act"). There has been no material change in the natureof the business of the subsidiaries and 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 been disclosedand attached with herein as Annexure 5.

EXTRACT OF ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the companies Act 2013read with Rule 12 (1) of the Companies (Management and Administration) Rules 2014 theextract

of annual return as on 31st March 2020 is attached herein Annexure-6in the prescribed Form MGT-9 which forms an integral part of this report. AnnualReturn in Form MGT- 7 of the Company is available on the Company's website atwww.svendgaard.com.

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 2020 have been disclosed in the stand alone financial statements of the company.Kindly refer the relevant note 50 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 materialityof Related party Transactions.

The Company disclosed all related party transactions in relevant Note42 to the Standalone Financial Statements of the year.

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: [Weblink]. The CSR Policy of your Company outlines theCompany's philosophy for undertaking socially useful programs through the creation of aCSR Trust for welfare and sustainable development of the community at large as part of itsduties as a responsible corporate citizen. During the year under review there has been nochange in the policy. Broad areas CSR covered in the policy inter-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 did not spend any amount of theCSR activities due [Specific Reasons to be provided]. The constitution of the Committeeand the details of the meeting have been provided in the Annual Report on CSR which formsan integral part of this report as Annexure - 8.

MATERIAL CHANGES AND COMMITMENTS

Change in Capital Structure and Listing of Shares

As on 31st March 2020 the issued and paid up capital of the Companyis stood at Rs. 609004650 consisting of

6.09.00. 465 fully paid up equity shares of Rs.10/- each and there wasalso no change in authorized share capital during the year under review. Also theauthorized share capital of the Company stood at Rs. 650000000 divided into

65.000. 000 equity shares of Rs. 10/- each.

PREFERENTIAL ISSUE

Your Company is contemplating the preferential issue of FullyConvertible Warrants ("Warrants") in order to meet the funding andbusiness-related requirements of the Company but not limited to funding business growthcapital expenditure expansion exploring new initiatives and for other general corporatepurposes and accordingly the Board has approved a preferential issue of up to 5500000(Fifty-Five Lakh) warrants convertible into equivalent number of equity shares of facevalue of Rs. 10/- each of the Company ("Equity Shares") at an issueprice of Rs. 20/- per warrant aggregating to Rs. 110000000/- (Rupees Eleven Croreonly) at such terms and conditions as the Board may decide to promoter and non-promoterentities subject to approval of the members at the ensuing AGM. The said issue alsonecessitates increase in authorized capital of the Company and accordingly a proposal toincrease the authorized capital of the Company Company from Rs.

65.00. 00.000 (Rupees Sixty Five Crores only) divided into

65.000. 000 (Six Crores Fifty Lakhs) equity shares of Rs. 10/- each to700000000/- (Rupees Seventy Crore only) divided into 70000000 (Seven Crore) EquityShares of Rs. 10/- each is also being placed for approval of the members at the ensuingAGM.

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 framedthereunder.

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 violationof company's code of conduct without any fear of reprisal. Vigil Mechanism is beingoverseen by the Audit Committee for the genuine concerns expressed by the employees andthe 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 at http://svendgaard.com/download/invester/Vigil Mechansim/VIGIL%20MECHANISM%20 POLICY.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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

Except to the extent of disclosures made in this report there havebeen no material changes and commitments affecting the financial position of the Companywhich have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of this report.

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. The Company has also evaluatedits liquidity position recoverability of its assets and based on current estimatesexpects that the carrying amount of these assets will be recovered. The Company has alsoconsidered internal and external information upto the date of approval of these standalonefinancial statements. The Company will continue to closely monitor any material changes tofuture economic conditions. The impact of COVID-19 on future business of the Company woulddepend on future developments that cannot be reliably predicted at this stage.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings;

INDUSTRIAL RELATIONS

The Company maintained healthy cordial and harmonious industrialrelations at all levels. The enthusiasm and unstinting efforts of employees have enabledthe Company to remain at the leadership position in the industry. It has taken varioussteps 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

Nikhil Nanda Mukul Pathak
Date: 11.07.2020 Managing Director Director
Place: New Delhi DIN:00051501 DIN:0051534

.