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Mahindra EPC Irrigation Ltd.

BSE: 523754 Sector: Industrials
NSE: MAHEPC ISIN Code: INE215D01010
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OPEN 145.75
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VOLUME 15696
52-Week high 194.65
52-Week low 96.70
P/E 16.40
Mkt Cap.(Rs cr) 405
Buy Price 0.00
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Sell Price 0.00
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OPEN 145.75
CLOSE 145.40
VOLUME 15696
52-Week high 194.65
52-Week low 96.70
P/E 16.40
Mkt Cap.(Rs cr) 405
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mahindra EPC Irrigation Ltd. (MAHEPC) - Director Report

Company director report

Your Directors are pleased to present the 38th Annual Reporton business and operations of your Company along with the audited financial statements andaccounts for the year ended 31st March 2020.

FINANCIAL HIGHLIGHTS

Highlights for the financial year are as under:

(Rs. in Crores)
For the Year ended 31st March 2020 For the Year ended 31st March 2019*
Revenue from Operations 283.96 260.11
Other Income 1.33 1.06
Total Income 285.29 261.17
Profit Before Interest
Depreciation & Tax 38.18 21.40
Finance Cost 1.98 1.39
Depreciation 3.80 3.07
Profit Before Tax 32.40 16.94
Tax expense 9.11 5.50
Profit After Tax 23.29 11.44
Other Comprehensive Income/
(loss) for the year (0.01) (0.07)
Profit for the year attributable
to owners of the Company 23.28 11.37

* Figures have been regrouped as per Indian Accounting Standards (INDAS).

Operations and Financial Overview

During the year under review your Company posted record Sales turnoverof Rs. 283.96 Crores as against a total Sales turnover of Rs. 260.11 in the previous yearregistering a growth of 9.17% over previous year.

The Company made a Profit Before Tax of Rs. 32.40 Crores for the year2019-20 as compared to Rs. 16.94 Crores in the previous year reflecting a growth of91.26%. The Profit After Tax was at Rs. 23.29 Crores as compared to Rs. 11.44 Crores inthe previous year reflecting a growth of 103%.

For the year under review the micro irrigation industry in Indiarecorded a flattish growth of approx. 2%. During the year the Company recorded asatisfactory growth on back of a delayed but good monsoon better support to farmers fromthe government and Governments' thrust on Agriculture and rural development.

Your Company continued its rigor on cost restructuring and efficiencyimprovement measures which have supported significantly in the savings. Company this yeartoo took projects on cost savings and improve customer experience though product andProcess innovations which has supported the Company on its journey of Profitable Growth inthe current economic scenario. COVID-19 conditions prevailing since last month of F20 andbeginning of F21 has posed challenges and had an impact on the normal working of theCompany in the Month of April however various State Government and CentralGovernment's priority to Agriculture sector would help in reviving the normalcy andcontain the impact on the performance of the Company to a minimum possible extent. TheCompany is constantly working and evaluating the possible impact to the BusinessContinuity and taking actions on the same to mitigate possible risks. There has been nochange in the nature of business of your Company.

The year under review saw varied coverage and growth/ degrowth inmarkets across country few critical markets de-grew significantly while in few states theGovernments were very positive in there focus on Micro Irrigation thus these statesresulted in significant growth. The effective implementation of Pradhan Mantri KrishiSinchai Yojana ("PMKSY Scheme") has brought approximately more than 7.5 Lakhhectares of land under irrigation during the year. The increasing awareness of microirrigation amongst the farmer community and continued focus due to PMKSY helped build asustainable growth riding on steady demand for MI system in various states. States likeGujarat Karnataka Tamilnadu and Maharashtra have supported the growth / sustenance ofthe Industry numbers along with few states in the Northern and Eastern parts of thecountry.

The penetration of micro irrigation in different States is differentand the average penetration at all India level is at around 11-12% with most of thecultivable land still being rain-fed. There is mammoth potential for promotion of microirrigation in India.

A detailed analysis of the financial results is given in the ManagementDiscussion and Analysis Report which forms part of this Report.

Dividend

Your Directors are pleased to recommend a dividend of 12% i.e. Rs. 1.20per equity share of Rs. 10 each for the year ended on 31st March 2020 payableto those shareholders whose names appear in the Register of Members as on the Book ClosureDate. The dividend if approved by the members would involve a cash outflow of Rs. 3.33Crores as against Rs. 3.34 Crores comprising the dividend of Rs. 1.00 per equity share ofRs. 10 each and tax thereon paid for the previous year. Further the Board of Directors ofyour Company decided not to transfer any amount to the General Reserve for the year underreview.

Consolidated Financial Statement

The Consolidated Financial Statements of the Company and its jointventure company prepared in accordance with the Companies Act 2013 ("the Act")and applicable Accounting Standards along with all relevant documents and theAuditors' Report forms a part of this Annual Report.

Joint Venture

Your Company entered into Joint Venture (JV) arrangement in F'19with TOP Greenhouses Limited Israel to set up Mahindra Top Greenhouses Private Limitedfor the protected cultivation business. The JV recorded a Sales Turnover of Rs. 3.8 Cr. inits first full year of operation and after impact of the disruption on account of COVID-19on the revenues for a shorter term. The JV is focusing on strengthening its valueproposition channel partners and developing new Business Models besides building on itsstrength in Technology Driven Corporate segment. JV provides an opportunity for both JointVenture partners to draw on the strengths of each other and grow protected cultivationbusiness by providing hi-tech and relevant solutions to protected cultivation customersboth large and small. With more evident impact of climate change on agriculture protectedcultivation is going to be indispensable in raising the agricultural productivity.

Corporate Governance & Management Discussion and Analysis Report

Your Company believes that sound practices of good CorporateGovernance Transparency Accountability and Responsibility are the fundamental guidingprinciples for all decisions transactions and policy matters of the Company. A Report onCorporate Governance alongwith a certificate from the Statutory Auditors of the Companyregarding compliance of conditions of Corporate Governance as stipulated under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (the "LODR Regulations") forms part of this Annual Report.

Further the Management Discussion and Analysis Report for the yearunder review as stipulated under LODR Regulations forms part of this Report.

Stock Options

The Nomination and Remuneration Committee of the Board of Directorsinter alia administers and monitors the Employees Stock Option Scheme of the Company"the ESOS". The ESOS is in compliance with the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 and there have been no materialchanges in the said scheme during the year under review.

During the year under review 35877 nos. of Stock Options under theESOS were exercised immediately after vesting. Accordingly the Company made the allotmentof 35877 Equity Shares.

The applicable disclosures as stipulated under the SEBI Guidelines ason 31st March 2020 (cumulative position) with regard to the ESOS are providedin Annexure II to this Report.

Voting rights on the shares issued to employees under the ESOS areeither exercised by them directly or through their appointed proxy.

Share Capital

During the year with the allotment of 35877 equity shares onexercising of Stock Options by employees the total paid up equity share capital of theCompany increased from 27745821 equity shares of Rs. 10 each to 27781698 equityshares of Rs. 10 each. The said equity shares have been listed on the Bombay StockExchange Limited and they rank pari passu with the existing equity shares in all respects.Accordingly the Paid-up Share Capital of the Company stood at Rs. 277816980 dividedinto 27781698 equity shares of Rs. 10 each as on 31st March 2020.

Holding Company

The promoters of the Company i.e. Mahindra and Mahindra Limited("M & M") hold 15144433 equity shares which represent 54.51% of the totalpaid up capital of the Company. Your Company continues to be a subsidiary company of M& M. The Company does not have any subsidiary company.

Contracts and arrangements with Related Parties

During the financial year all contracts/arrangements/ transactionsentered by the Company with related parties were in the ordinary course of business and onan arms-length basis. During the year the Company had not entered into anycontract/arrangement/ transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.

All related party transactions are placed before the Audit Committeefor approval wherever applicable. Prior omnibus approval is also obtained from the AuditCommittee for the related party transactions which are of repetitive nature as well as thetransactions which cannot be foreseen and accordingly the required disclosures are madeto the Committee on quarterly basis for it's approval.

The Company's major related party transactions are generally withits holding and associate companies. The related party transactions are entered into basedon considerations of various business exigencies such as synergy in operations salestransactions through tenders or otherwise. All related party transactions are negotiatedon an arms-length basis and are intended to promote the Company's interests. ThePolicy on materiality of related party transactions and dealing with related partytransactions as approved by the Board of Directors may be accessed on the Company'swebsite at the link: http://www.mahindrairrigation.com/pdf/ EPC Policy on Related PartyTransactions.pdf. The related party transactions have been set out in the Note No. 31 tothe financial statement.

Risk Management

The Company has constituted a Risk Management Committee comprising Mr.Nikhilesh Panchal Mr. Ashok Sharma and Mr. Anand Daga. Mr. Nikhilesh Panchal is theChairman of this Committee. The Company has adopted the Risk Management Policy. TheCommittee is entrusted with the responsibility to assist the Board of Directors in (a)overseeing and approving the Company's enterprise wide risk management framework; and(b) overseeing that all the risks that the organization faces such as strategicfinancial credit market liquidity security property IT legal regulatoryreputational and other risks have been identified and assessed.

There is an adequate mechanism in place about risks and uncertaintiesthat can impact its ability to achieve its strategic objectives risk assessment riskmitigation and minimization procedures and its periodical review.

Industrial relations

The Company believes that sustainable growth can only be achieved in anorganisation which focuses on a performance culture and where employees are engaged andempowered to be the best they can be.

Employees at all levels have contributed to the performance of yourCompany. Your Directors place on record the Co-operation of employees during the yearunder report. The Directors also place on record the unstinted Co-operation extended bythe staff members during the period under review.

Our mission is to protect and enhance the well-being of our employeesvisitors and other stakeholders. A safe work environment is non-negotiable for which wefollow strict safety standards in all our facilities. Our safety practices ensure allpossible safety hazards are identified and eliminated not only at the workplace but alsoduring employee travel. We promote holistic safety culture to improve safety beyond work.

The Management Discussion and Analysis Report gives an overview of thedevelopments in Human Resources / Industrial Relations during the year.

Safety Health and Environmental Performance

Your Company's commitment towards safety health and environmentis being continuously enhanced and your Company encourages involvement of all itsemployees in activities related to safety including promotion of safety standards. Thisis also demonstrated by the fact that there has been only one reportable incidence(Non-Fatal) of accident in the last five years.

The Safety Committee constituted for the same regularly reviews theadherence of safety norms. Some of the programs undertaken by the Company includebehaviour based safety training knowledge based fire extinguisher training fire-fightingtraining and safety awareness etc.

Various health checkup programs for employees were regularly undertakenby the Company during the year. Requirements relating to various environmentallegislations and environment protection have been duly complied by your Company.

Board and Committees Directors

Pursuant to the provisions of Section 152 of the Companies Act 2013(the "Act") the Non Independent Director Mr. S Durgashankar would retire andbeing eligible has offered himself for re-appointment.

As mentioned in the previous Annual Report Mr. Vinayak Patil ceased tohold office as an Independent Director from the conclusion of the previous Annual GeneralMeeting upon completion of his tenure. Ms. Sangeeta Prasad resigned as a Director of theCompany effective close of business hours of 30th June 2020. She has resignedto pursue her other interests. The Board expressed its sincere appreciation for thevaluable contribution made by Ms. Sangeeta Prasad for establishing strategies of theCompany during her tenure as the Director.

Appointment of Mr. Shriprakash Shukla as Non-Executive Chairman

Pursuant to the recommendation of Nomination and RemunerationCommittee the Board at its meeting held on 14th May 2020 appointed Mr.Shriprakash Shukla (DIN: 0007418) as an Additional Director (Non-ExecutiveNon-Independent) and elected Chairman of the Board of the Company with effect from 14thMay 2020 to hold office upto the ensuing Annual General Meeting. In view of the externalbusiness environment and the business knowledge acumen and experience which would bebeneficial to the Company the Board recommends appointment of Mr. Shriprakash Shukla asDirector liable to retire by rotation on the Board of the Company. The Company hadreceived the notice from a member of the Company signifying his intention for election ofMr. Shukla as Director in the ensuing Annual General Meeting.

Re-appointment of Mr. Ashok Sharma as Managing Director

The three years' term of Mr. Ashok Sharma as Managing Directorwould be expiring on 30th September 2020. Pursuant to the recommendation ofNomination and Remuneration Committee the Board at its meeting held on 14thMay 2020 appointed Mr. Ashok Sharma (DIN: 2766679) as Managing Director for a furtherperiod of 3 years with effect from 1st October 2020 on a consolidatedremuneration of Rs. 24 lacs per annum. The approval from shareholders for renewal of histerm is being sought at the ensuing Annual General Meeting.

Appointment / Re-appointment of Independent Directors

Dr. Sudhir Kumar Goel

Pursuant to the recommendation of the Nomination and RemunerationCommittee the Board at its Meeting held on 23rd July 2019 appointed Dr.Sudhir Kumar Goel (DIN: 02965596) as an Additional Non-Executive Independent Director ofthe Company to hold office upto the ensuing Annual General Meeting. Further pursuant tothe recommendation of Nomination and Remuneration Committee and the performanceevaluation the Board at its meeting held on 14th May 2020 recommendedappointment of Dr. Sudhir Kumar Goel for a term of 3 (three) consecutive years commencingfrom 23rd July 2019 to 22nd July 2022 to hold office asIndependent Director of the Company not liable to retire by rotation on the Board of theCompany. The approval from Shareholders for appointment of Dr. Sudhir Kumar Goel is beingsought at the ensuing Annual General Meeting.

Ms. Aruna Bhinge

Pursuant to the recommendation of Nomination and RemunerationCommittee the Board at its meeting held on 14th May 2020 appointed Ms. ArunaBhinge (DIN: 07474950) as an Additional Non Executive Independent Director of the Companyto hold office upto the ensuing Annual General Meeting subject to the approval of theshareholders at the ensuing Annual General Meeting and to hold office as IndependentDirector for a term of 3 (three) consecutive years commencing from 14th May2020 to 13th May 2023 not liable to retire by rotation on the Board of theCompany.

The approval from Shareholders for appointment of Ms. Aruna Bhinge isbeing sought at the ensuing Annual General Meeting. Detailed profile of the Directorsseeking appointment/ reappointment along with other necessary details as may be requiredare provided in the Notice of the Annual General Meeting and Report on CorporateGovernance of the Company.

Declaration of the Independent Directors

All the Independent Directors on the Board have given a declaration oftheir independence to the Company as required under Section 149(6) of the Act andRegulation 16(1)(b) of the SEBI LODR Regulations. In the opinion of the Board all theIndependent Directors possess the integrity expertise and experience including theproficiency required to be Independent Directors of the Company meets the criteria ofindependence as specified in the Act and the SEBI LODR Regulations and are independent ofthe management and have also complied with the Code for Independent Directors asprescribed in Schedule IV of the Act.

The Independent Directors of the Company have confirmed that they haveregistered or will register themselves with the Indian Institute of Corporate AffairsManesar and have included their name in the databank of Independent Directors within thestatutory timeline and they will also appear for the online proficiency test within aperiod of one year wherever applicable.

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014(the "Rules of 2014") in respect of ratio of remuneration of a director to themedian remuneration of the employees of the Company for the financial year is annexedherewith and marked as Annexure III to this Report.

During the year under review the independent directors were paid theCommission of Rs. 5.00 lakhs each for the year 2018-19.

Performance Evaluation of the Board

The Company has devised a Policy for performance evaluation ofindependent directors Board of Directors Committees and other individual Directorswhich includes criteria for performance evaluation of the Non-Executive Directors andExecutive Director.

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual evaluation of its own performance and that of its Committees as well asperformance of the Directors individually. Feedback was sought by way of a structuredquestionnaire covering various aspects of the Board's functioning such as adequacy ofthe composition of the Board and its Committees Board culture execution and performanceof specific duties obligations and governance and the evaluation was carried out based onresponses received from the Directors.

The details of programme for familiarisation of independent directorswith the Company their roles rights and responsibilities in the Company nature of theindustry in which the Company operates business model of the Company and related mattersare put up on the website of the Company. During the year the independent directors ofthe Company met on 30th April 2019.

Your Company has adopted the following Policies which inter aliainclude criteria for determining qualifications positive attributes and independence of aDirector. The following policies of the Company are annexed herewith and marked asAnnexure IV and Annexure V respectively and forms part of this Report: a) Policy onAppointment of Directors and Senior Management and Succession Planning for OrderlySuccession to the Board of Directors and the Senior Management. b) Policy for Remunerationof the Directors Key Managerial Personnel and other employees.

Meetings of the Board

Four meetings of the Board of Directors were held during the year.Details of attendance of meetings of the Board its Committees and the AGM are included inthe Report on Corporate Governance which forms part of this Annual Report.

Committees of the Board

Your Company has duly constituted the Committees required under theCompanies Act 2013 read with applicable Rules made thereunder and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Mr. Vinayak Patil ceased to be member/chairman of the variousCommittees of the Board upon completion of his term as Independent Director of the Companywith effect from 24th July 2019. Dr. Sudhir Kumar Goel was appointed as memberon various Committees with effect from 24th July 2019.

Audit Committee

The Audit Committee comprises Independent Directors namely M/s. AnandDaga (Chairman) S Durgashankar and Dr. Sudhir Kumar Goel as other members. All therecommendations made by the Audit Committee were accepted by the Board of Directors.

CSR Committee

The CSR Committee comprises M/s Ashok Sharma (Chairman) S Durgashankarand Dr. Sudhir Kumar Goel as other members.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Directors namelyM/s. Anand Daga (Chairman) S Durgashankar and Dr. Sudhir Kumar Goel as other members.

Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Act thefollowing persons have been designated as KMP of the Company as at 31st March2020:

Name of the KMP Designation
Mr. Ashok Sharma Managing Director
Mr. Sanjeev Mohoni * Chief Executive Officer (CEO)
Mr. Abhijit Page ** Chief Executive Officer (CEO)
Ms. Sunetra Ganesan Chief Financial Officer (CFO)
Mr. Ratnakar Nawghare Company Secretary (CS)

* Mr. Sanjeev Mohoni ceased to be Chief Executive Officer witheffect from 1st April 2020 after closing of business hours on attainingsuperannuation.

** Mr. Abhijit Page appointed as Chief Executive Officer witheffect from 2nd April 2020.

Directors' Responsibility Statement

Pursuant to section 134 (5) (e) of the Act your Directors based onthe representations received from the Operating Management and after due enquiry statethat: a) in the preparation of the annual accounts for the year ended 31stMarch 2020 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame; b) the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on 31stMarch 2020 and of the profit of the Company for the year ended on that date; c) theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; d) the Directorshave prepared the annual accounts on a ‘going concern' basis; e) the Directorshave laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and are operating effectively; and f) theDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Business Responsibility Report

The Business Responsibility Report (BRR) of your Company for thefinancial year ended 31st March 2020 forms part of this Annual Report asrequired under Regulation 34 (2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Your Company strongly believes that sustainable and inclusive growth ispossible by using the levers of environmental and social responsibility while settingaspirational goals and improving economic performance to ensure business continuity andrapid growth.

Corporate Social Responsibility

The Corporate Social Responsibility Committee ("CSRCommittee") has formulated and recommended to the Board a Corporate SocialResponsibility Policy ("CSR Policy") indicating the activities to be undertakenby the Company which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at thelink: http://www.mahindrairrigation.com/pdf/EPC CSR Policy.pdf The key philosophy of allCSR initiatives of the Company is guided by three core commitments of Scale Impact andSustainability.

During the year under review your Company initiated few projects suchas Promotion of Education rural development medical check-up camps tree plantation etc.These projects were mainly implemented directly through employee participation.

During the year under review the Company has spent Rs. 25.08 lacswhich is over 2% of the average net profits of last three financial years on CSRactivities.

The Annual Report on CSR activities is annexed herewith and marked asAnnexure VI.

Disclosures under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules framed thereunder

The Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (‘POSH Act') and the Rulesframed thereunder.

During the financial year under review the Company did not receive anycomplaints of sexual harassment and no cases were filed under the POSH Act.

Vigil Mechanism/Whistle Blower policy

In order to ensure that the activities of the Company and its employeesare conducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behaviour the Company has adopted a vigilmechanism policy. Whistle Blower or Complainant as the case may be under the said Policyshall be entitled to direct access to the Chairperson of the Audit Committee inappropriate or exceptional cases. This policy is explained in the Report on CorporateGovernance and also posted on the website of Company.

Auditors and Auditor's Report

The Auditors M/s. Deloitte Haskins & Sells Chartered AccountantsBaroda holds office under second term of five years until the conclusion of the AnnualGeneral Meeting to be held in the year 2021 as per the resolution passed by theshareholders on 29th July 2016 subject to the ratification by members in everyAnnual General Meeting. Pursuant to Notification issued by the Ministry of CorporateAffairs on 7th May 2018 amending section 139 of the Act and the Rules framedthere under the mandatory requirement for ratification of appointment of Auditors by themembers at every Annual General Meeting ("AGM") has been omitted. TheAuditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark or disclaimer.

Cost Auditors

The cost accounting records of the Company are maintained and theCompany had filed the Cost Audit Report as per the Companies (Cost Accounting Records)Rules 2011 prescribed under Section 148 (6) of the Act and Rule 6(6) of the Companies(Cost Records and Audit) Rules 2014 pertaining to the financial year 2018-19 before thedue date of filing.

Pursuant to section 148 of the Act the Board of Directors on therecommendation of the Audit Committee appointed M/s Deodhar Joshi and Associates CostAccountants as the Cost Auditors of the Company for the financial year 2020-21. M/sDeodhar Joshi and Company have confirmed that their appointment is within the limits ofsection 139 of the Act and have also certified that they are free from anydisqualification specified under sections 141(3) and 148(5) of the Act. The AuditCommittee has also received a Certificate from the Cost Auditor certifying theirindependence and arms-length relationship with the Company.

The Directors recommend the remuneration payable to the Cost Auditorsof the Company for the year 2020-2021. The approval from shareholders for the remunerationpayable to the Cost Auditors is being sought at the ensuing Annual General Meeting.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Rules framed thereunder the Secretarial Audit Report for the financial yearended on 31st March 2020 issued by Mr. Sachin Bhagwat Practising CompanySecretary is annexed herewith and marked as Annexure VII to this Report. The SecretarialAudit Report does not contain any qualification observation reservation or adverseremarks or disclaimer.

Public Deposits & Loans/Advances

Your Company has not accepted any deposits during the year underreview. There were unclaimed/unpaid deposits and unclaimed/ unpaid interest warrantsoutstanding as on 31st March 2020 amounting to Rs. 0.36 lacs. Your Company hasneither made any loans or advances nor provided any guarantees or securities or made anyinvestments which are required to be disclosed in the Annual Accounts of the Company.

Energy Conservation and Technology Absorption and Foreign ExchangeEarnings and Outgo

The particulars relating to energy conservation technology absorptionforeign exchange earnings and outgo as required to be disclosed under sub-section(3) (m)of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 areannexed herewith and marked as Annexure VIII to this Report.

DISCLOSURES:

Compliance with the provisions of Secretarial Standard 1 andSecretarial Standard 2

The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively. Duringthe year under review the Company was in compliance with the Secretarial Standards i.e.SS-1 and SS-2 relating to "Meetings of the Board of Directors" and"General Meetings" respectively.

Extract of Annual Return

Pursuant to Sub-section 3(a) of Section 134 and Sub-section 3 ofSection 92 of the Companies Act 2013 read with Rule 12(1) of the Companies (Managementand Administration) Rules 2014 the extracts of Annual Return of the Company as at 31stMarch 2020 is annexed herewith as Annexure IX to this Report.

General

No Commission was paid to the Managing Director by the Company or anyremuneration from the JV of the Company. Your Directors state that no disclosure orreporting is required in respect of the following items as there were no transactions onthese items during the year under review:

1. Details relating to deposits covered under Chapter V of theCompanies Act 2013.

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

3. Issue of shares (including sweat equity shares) to employeesof the Company under any scheme save and except ESOS referred to in this Report.

4. No significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and theCompany's operations in future.

5. There were no frauds reported by auditors (includingSecretarial and Cost auditor) to the Audit Committee or Board and also not reported to theCentral Government.

6. There were no material changes and commitments if anyaffecting the financial position of the Company which has occurred between the end of thefinancial year and the date of this Report.

Particulars of Employees

Particulars of employees as required under Section 197 of the Act readwith Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed to this Report and marked as Annexure III (B) and (C).In accordance with the provisions of Section 136 of the Act the Annual Report andAccounts are being sent to all the Members of the Company excluding the aforesaidinformation and the said particulars will be made available on request and also madeavailable for inspection at the Registered Office of the Company. Any Member interested inobtaining such particulars may write to the Company Secretary at the Registered Office ofthe Company.

Acknowledgements

Your Directors take this opportunity to place on record their sincereappreciation for the co-operation and continued support received from customers vendorssuppliers bankers business associates and shareholders.

For and on behalf of the Board
Anand Daga Ashok Sharma
Director Managing Director
Place : Nashik
Dated : 14th May 2020

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