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M Lakhamsi Industries Ltd.

BSE: 512153 Sector: Financials
NSE: N.A. ISIN Code: INE808W01012
BSE 05:30 | 01 Jan M Lakhamsi Industries Ltd
NSE 05:30 | 01 Jan M Lakhamsi Industries Ltd

M Lakhamsi Industries Ltd. (MLAKHAMSIIND) - Director Report

Company director report

To

The Members of M Lakhamsi Industries Limited (Formerly Known as Specular Marketing andFinancing Limited)

Your Directors have pleasure in presenting the 37th Directors' Report on thebusiness and operations of the Company together with the Audited Financial Statements ofAccounts of the Company for the Financial Year ended March 31 2021.

1. FINANCIAL HIGHLIGHTS:

(Rupees in INR)

P A R T I C U L A R S FY 2020-21 FY 2019-20
Revenue from Operations 900000 -
Other Income - -
Total Revenue 900000 -
Employee Benefit Expenses 180000 172500
Finance Cost - -
Depreciation and Amortization Expenses 27 32
Other Expenses 669654 4222729
Total Expenses 849681 4395261
Profit/Loss Before Tax 50319 (4395261)
Less: Tax Expense 10000 -
Profit for the Year 40319 (4395261)
Other Comprehensive Income -
Total Comprehensive Income/(loss) 40319 (4395261)
for the year
Earning Per Shares (Basic) 0.16 (17.72)
Earning Per Shares (Diluted) 0.16 (17.72)

2. (a) STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

During the Financial Year ended 31st March 2021 the Company has recordedtotal turnover of INR 900000/- (Indian Rupees Nine Lakh Only). During the year underreview the Company has earned Net Profit of INR 50319/- (Rupees Fifty Thousand ThreeHundred and Nineteen Only) as compared to previous year Loss of INR 4396261/- (RupeesForty Three Lakh Ninety Six Thousands Two Hundred and Sixty One Only) in previousfinancial year. The management of the Company is putting their best efforts to improve theperformance of the Company.

(b) CHANGE IN MANAGEMENT:

Pursuant to the Open Offer management or control of the Company is changed. Theacquirers and person acting in concert will become the Promoters and Promoter Group of theCompany.

3. SHARE CAPITAL:

The Authorized Share Capital of the Company was increased from INR 2500000 (IndianRupees Ten Lakh Only) in to 250000 Equity Shares of INR 10/- each to INR 10000000(Indian Rupees One Crore Only) divided into 1000000 Equity Shares of INR 10/- each inthe EGM held on 07.06.2021.

On March 31 2021 the paid-up capital stood at INR 2480000/- (Indian Rupees TwentyFour Lakh and Eighty Thousand Only) divided into 248000 Equity Shares of INR 10/-(Indian Rupees Ten Only)each.

4. DEPOSITS:

During the year under review your Company has not accepted any deposits fallingwithin the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptanceof Deposits) Rules 2014.

5. DIVIDEND:

The Board of Directors did not recommend any dividend for the year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

7. AMOUNTS IF ANY WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

We do not propose to transfer any amount to general reserve.

8. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the financial year under review there was no change in the nature of thebusiness of the Company.

However pursuant to open offer and acquisition thereon the Business of the Companychanged to dealing in Edible products.

9. REVISION OF FINANCIAL STATEMENT IF ANY:

There was no revision in the financial statements of the Company

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Board of Directors

During the period under review there is no change in the Board of Directors of theCompany as on March 31st 2021 the composition of the Board and Key ManagerialPersonnel is as mentioned below.

6 Z B Name Of Director Designation Date of Appointment Date of Resignation
00211592 Shreyas Ramniklal Mehta Managing Director 21/03/1990 27/07/2021
00211712 Samir Mahendra Mehta Director 30/09/1999 27/07/2021
00211968 Nilima Shreyas Mehta Director 15/09/2015 27/07/2021
00343459 Dilip Navin Dalal Independent Director 30/09/1988 27/07/2021
05015909 Kerul Kiran Parikh Independent Director 11/10/2019 27/07/2021

Further pursuant to the Open Offer the Board has accepted the resignation letter fromthe existing directors on the Board and appointed the new directors on the Board. TheBoard places on record the sincere appreciation for the services rendered by the Directorsresigned. As on date of this report the composition of the Board and Key ManagerialPersonnel is as below:

DIN No. / PAN Name Of Director Designation Date of Appointment Date of Resignation
02045968 Sanjiv Mulchand Sawla Managing Director 27/07/2021 NA
00429203 Nilesh Damjibhai Vira Additional Director 08/04/2021 NA
01943285 Mallika Sanjiv Sawla Additional Director 27/07/2021 NA
02823232 Smita Mayur Parekh Independent Director 27/07/2021 NA
09267303 Kunaal Yoddha Independent Director 30/08/2021 NA

Key Managerial Personnel

• During the period under review Mr. Tejas Shah Company Secretary and ComplianceOfficer of the Company has resigned w.e.f 31.03.2021 and the Board of Directors of theCompany based on the recommendations of the Nomination and Remuneration Committee at itsmeeting held on 18th May 2021 has appointed Ms. Pooja as Whole Time

Company Secretary and Compliance Officer of the Company with effect from 18thMay 2020.

• Mr. Ashay Shreyas CFO of the Company has resigned w.e.f 27.07.2021 and Ms.Mallika Sanjiv Sawla has been appointed as CFO of the Company w.e.f 27.07.2021.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review 06 (Six) meetings of the Board of Directors wereheld. The dates on which the said meetings were held:

• 01st June 2020

• 26th June 2020

• 12th August 2020

• 10th November 2020

• 20th January 2021.

The intervening gap between the Meetings was within the period prescribed under theSEBI (LODR) Regulations 2015 and Companies Act 2013.

S. No. Name Of Director Designation No. of Board Meeting eligible to attend No. of Meetings attended No. Meeting in which absent
1. Shreyas Ramniklal Mehta Managing Director 5 5 0
2. Samir Mahendra Mehta Director 5 5 0
3. Nilima Shreyas Mehta Director 5 5 0
4. Dilip Navin Dalal Independent Director 5 5 0
5. Kerul Kiran Parikh Independent Director 5 5 0

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

• COVID-19:

In the FY 2020-21 the Novel Coronavirus disease ('COVID-19') pandemic developedrapidly into a global crisis forcing governments to enforce lock-downs of all economicactivity. In enforcing social distancing to control the spread of the disease and ensuringthe health and well-being of all employees the Company's trading facilities and officeoperations were closed as and when declared by the concerned government authorities.Consequently revenues and profitability have been affected in line with the industry forfew months of delay. The situation has come back to normal to this respect. The Companyhas readiness to adapt to the changing business environment and respond suitably to fulfilthe needs of its customers while complying with the measure required by the IndianGovernment.

• Open Offer:

During the Financial Year the Company has entered into the Business SuccessionAgreement with Mr. Sanjiv Mulchand Sawla and Mr. Mulchand Lakhamsi Sawla (Partners of M/sM. Lakhamsi and Co.) on 08th April 2021. In continuation of the same Mr.Sanjiv Mulchand Sawla ("Acquirer 1") and Mr. Mulchand Lakhamsi Sawla("Acquirer 2") has made a Public Announcement in respect of Open Offer forAcquisition of upto 220480 (Two Lakh Twenty Thousand Four Hundred and Eighty) EquityShares of the Company.

Pursuant to the Open Offer management or control of the Company is changed. Theaforesaid acquirers and person acting in concert will become the Promoters and PromoterGroup of the Company.

• Issue of Equity Shares on Preferential Basis:

The Board of Directors at their meeting held on Thursday 08th April 2021have inter alia approved Issue of shares the details of which is as under:-

Issue in one or more tranches up to 600000 (Six Lakhs) Equity Shares of Rs.10/-(Rupees Ten Only) each at a premium of Rs. 90/-fully paid-up on Preferential Allotmentbasis to the Promoters and Non Promoters by virtue of Business Succession Agreement.

• Change of Object Clause of the Memorandum of Association:

Pursuant to the Business Succession Agreement with M/s M. Lakhamsi and Co. Board hasconsidered that the main object clause of the Company needs to be changed to reflect thetrue nature of business. Accordingly the main objects were amended to carry the businessof Exports of sesame seeds castor oil and seeds peanuts safflower seeds niger seedsspices wheat flour rice oil cakes meals Whole / Ground Spices Seeds Kernels OilSeeds Pulses etc..

• Change In Name Of Company:

Pursuant to the Business Succession Agreement and change in object clause of thecompany the Board of Directors of the company decided to change the name of the companyas the old name is not in line with the revised objectives of the company. Hence in orderto ensure that the name of the company adequately reflects the business being carried onby the Company Accordingly the name of the company is changed from Specular Marketing andFinancing Limited to M Lakhamsi Industries Limited w.e.f 25.08.2021

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT2013:

The Company has not given any loan guarantees or made any investments exceeding sixtyper cent of its paid-up share capital free reserves and securities premium account or onehundred per cent of its free reserves and securities premium account whichever is moreas prescribed in Section 186 of the Companies Act 2013.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5)(e) of the Companies Act 2013 the term "InternalFinancial Control (IFC)" means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence to thecompany's policies safeguarding of its assets prevention and detection of frauds anderrors accuracy and completeness of the accounting records and timely preparation ofreliable financial information. The company has a well-placed proper and adequateInternal Financial Control System which ensures that all the assets are safeguarded andprotected and that the transactions are authorized recorded and reported correctly. Tofurther strengthen the internal control process the company has developed the verycomprehensive compliance management tool to drill down the responsibility of thecompliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by thestatutory auditors.

15. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company.Therefore Company has not developed and implemented any Corporate Social ResponsibilityInitiatives as provisions of Section 135(1) of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014.

16. CORPORATE GOVERNANCE:

Provisions of Para C D and E of Schedule V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 are not applicable to your Company. Hencereport on Corporate Governance is not annexed.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct 2014 read with Rule 8(3) of Companies (Accounts) Rules 2014 are annexed herewith at"Annexure-I".

18. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT IF ANY:

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

19. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

20. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT& REMUNERATION) RULES 2014:

Disclosure pertaining to remuneration and other details as required under Section 197of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in "Annexure-II" tothis Report.

The Statement containing the particulars of employees as required under section 197(12)of the Companies Act 2013 read with rule 5(2) and other applicable rules (if any) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin a separate annexure forming part of this report.

21. RATIO OF REMUNERATION TO EACH DIRECTOR

During the year Company has not given any remuneration to any Director of the Company.

22. COMMITTEES OF THE BOARD AND OTHER COMMITTEES:

Currently the Board has following committees: Audit Committee and Nomination &Remuneration Committee.

Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with theprovisions of Regulation 18 of SEBI (Listing Obligations and Disclosure requirements)

Regulations 2015 read with Section 177 of the Companies Act 2013.The Audit Committeeis constituted in line to monitor and provide effective supervision of the management'sfinancial reporting process to ensure accurate and timely disclosures with the highestlevel of transparency integrity and quality of Financial Reporting.

During the Financial Year under review 04 (Four) meetings of the Audit Committee wereconvened and held. The dates on which the said meetings were held:

• 26th June 2020

• 12th August 2020

• 10th November 2020

• 20th January 2021

S. Name of the Members No Designation No. of Audit Committee Meetings attended during the year
1. *Mr. Dilip N Dalal Chairman and Independent Director 4
2. *Mr. Samir Mahendra Mehta Member and Director 4
3. *Mr. Kerul Parikh Member and Independent Director 4
4. ** Mr. Mallika Sanjiv Sawla Chairman and NonExecutive Director -
5. ** Ms. Smita Mayur Parekh Member and Independent Director -
6. *** Mr. Kunaal Y oddha Member and Independent Director -

*Resigned w.e.f. 27.07.2021 **Appointed w.e.f. 27.07.2021 *** Appointed w.e.f.30.08.2021

During the year all recommendations of the audit committee were approved by the Boardof Directors.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/re- constitutedin line with the provisions of Regulation 19 of SEBI (Listing Obligations and Disclosurerequirements) Regulations 2015 read with Section 178 of the Companies Act 2013. TheNomination and Remuneration Committee recommends the appointment of Directors andremuneration of such Directors. The level and structure of appointment and remuneration ofall Key Managerial personnel and Senior Management Personnel of the Company as per theRemuneration Policy is also overseen by this Committee.

During the Financial Year under review 02 (Two) meetings of the Nomination andRemuneration Committee were convened and held. The dates on which the said meetings wereheld:

• 12th August 2020

• 20th January 2021

S. No Name of the Members Designation No. of Nomination and remuneration Committee Meetings attended during the year
1. * Mr. Samir Mahendra Mehta Chairman and NonExecutive Director 2
2. * Mr. Dilip N Dalal Member and Independent Director 2
3. * Mr. Kerul Parikh Member and Independent Director 2
4. ** Ms. Smita Mayur Parekh Chairman and Independent Director
5. ** Mr. Mallika Sanjiv Sawla Member and NonExecutive Director
6. *** Mr. Kunaal Yoddha Member and Independent Director

*Resigned w.e.f. 27.07.2021 **Appointed w.e.f. 27.07.2021 *** Appointed w.e.f.30.08.2021

23. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination & Remuneration Committee of Directors have approved a Policy forSelection Appointment Remuneration and determine Directors' Independence of Directorswhich inter-alia requires that composition of remuneration is reasonable and sufficient toattract retain and motivate Directors KMP and senior management employees and theDirectors appointed shall be of high integrity with relevant expertise and experience soas to have diverse Board and the Policy also lays down the positive attributes/criteriawhile recommending the candidature for the appointment as Director.

Nomination & Remuneration Policy is uploaded on the website of the Company i.e. athttp://www.specularmarketing.com/.

24. RISK MANAGEMENT:

The Company is taking every care for minimizing the risk involved in the manufacturingprocess of the unit business of dealers and agents and Investment Business. Our Companybelieves that managing helps in maximizing returns. Responsible staff is employed to takeevery care to minimize the risk factor in the factory. Our company does not have anyseparate Risk Management Policy as the unit run by it is small in size and the elements ofrisk threatening the company's existence is almost negligible.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year there is no transaction entered with related parties referred to inSection 188(1) of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts)Rules 2014. Therefor there is no requirement to attached Form AOC-2 Related partytransactions if any are disclosed in the notes to financial statements.

26. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2020-21 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3) (ca) of the Companies Act 2013.

27. SUBSIDIARIES TOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review the Company does not have any Subsidiary Joint Ventureor Associate Company hence provisions of Section 129(3) of the Companies Act 2013relating to preparation of consolidated financial statements are not applicable.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act 2013 and Regulation 22 ofthe SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 the Company hasformulated Whistle Blower Policy for vigil mechanism of Directors and employees to reportto the management about the unethical behavior fraud or violation of Company's code ofconduct. The mechanism provides for adequate safeguards against victimization of employeesand Directors who use such mechanism and makes provision for direct access to the chairmanof the Audit Committee in exceptional cases.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.

30. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibilities Statement it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 or loss of the company for the year review;

(c) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) That the directors had prepared the annual accounts for the financial year ended 31stMarch2021 on a going concern basis;

(e) That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and

(f) That the directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

31. AUDITORS& AUDITOR'S REPORT:

Statutory Auditor:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafterM/s K.B. Gosalia & Co. Chartered Accountants were appointed as statutory auditors ofthe Company from the conclusion of the Thirty Third (33rd) Annual GeneralMeeting (AGM) of the Company held on 10th August 2017 till the conclusion ofthe Thirty Eighth (38th) AGM to be held in the year 2022.

The notes on accounts referred to in the auditors' report are self-explanatory andtherefore don't call for any further comments by the Board of directors.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification or explanation.

However w.e.f 27.07.2021 M/s. K.B. Gosalia & Co. have resigned as statutoryauditors of the Company and M/s Rajen T. Gala & Co. as statutory auditors wereappointed w.e.f 27.07.2021 as a result of casual vacancy who holds office upto this AnnualGeneral Meeting. Their appointment as statutory auditors for the period of 5 years fromthe conclusion of this Annual General Meeting is sought from the shareholders in theensuing Annual General Meeting.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Prashant Diwan Practicing Company Secretary to carry out SecretarialAudit for the financial year 2020-21. The Secretarial Audit report is annexed as"Annexure - III" to this Report. The report does not contain any qualifications.

The Auditors' Report does not contain any qualifications reservations or adverseremarks.

Cost auditors:

Pursuant to Section 148 of the Companies Act 2013 maintenance of cost accounts andrequirement of cost audit is not applicable.

Internal auditors

The Company has complied with the requirement of the section 138 of the Companies Act2013 read with rule 13 of the Companies (Accounts) Rules 2014 and other applicableprovisions of the Act.

32. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

33. ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an annual return is uploaded onwebsite of the Company www.specularmarketing.com.

34. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on theBoard with the Company their roles rights responsibilities in the Company nature ofthe industry in which the Company operates etc. through familiarisation programme. TheCompany also conducts orientation programme upon induction of new Directors as well asother initiatives to update the Directors on a continuing basis. The familiarisationprogramme for Independent Directors is disclosed on the Company's websitewww.specularmarketing.com.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review asstipulated under regulation 34 (3) and Part B of schedule V of the SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 is annexed to this Annual Reportas "Annexure - IV".

36. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee includingBoard Members and Senior Management Personnel of the Company. The Code is intended toserve as a basis for ethical decision-making in conduct of professional work. The Code ofConduct enjoins that each individual in the organization must know and respect existinglaws accept and provide appropriate professional views and be upright in his conduct andobserve corporate discipline. The duties of Directors including duties as an IndependentDirector as laid down in the Companies Act 2013 also forms part of the Code of Conduct.All Board Members and Senior Management Personnel affirm compliance with the Code ofConduct annually.

37. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under.The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 which redresses complaints received on sexualharassment. During the financial year under review the Company has not received anycomplaints of sexual harassment from any of the women employees of the Company.

38. STATEMENT ON OTHER COMPLIANCES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend voting orotherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Companyreceive any remuneration or commission.;

39. ACKNOWLEDGEMENT:

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic. The Directors wish to convey their appreciation to all of the Company'semployees for their contribution towards the Company's performance. The Directors wouldalso like to thank the shareholders employee unions customers dealers suppliersbankers governments and all other business associates for their continuous support to theCompany and their confidence in its management.

Date:30.08.2021 For & on behalf of the Board
Place: Mumbai M Lakhamsi Industries Limited (Formerly known as Specular Marketing & Financing Limited)
Sd/- Sd/-
Sanjiv Mulchand Sawla Mallika Sanjiv Sawla
Managing Director Director
DIN: 02045968 DIN: 01943285

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