You are here » Home » Companies » Company Overview » Manorama Industries Ltd

Manorama Industries Ltd.

BSE: 541974 Sector: Industrials
NSE: N.A. ISIN Code: INE00VM01010
BSE 00:00 | 30 Jul 1667.75 40.80
(2.51%)
OPEN

1650.00

HIGH

1720.00

LOW

1605.05

NSE 05:30 | 01 Jan Manorama Industries Ltd
OPEN 1650.00
PREVIOUS CLOSE 1626.95
VOLUME 12414
52-Week high 1950.00
52-Week low 445.00
P/E 101.26
Mkt Cap.(Rs cr) 1,856
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1650.00
CLOSE 1626.95
VOLUME 12414
52-Week high 1950.00
52-Week low 445.00
P/E 101.26
Mkt Cap.(Rs cr) 1,856
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Manorama Industries Ltd. (MANORAMAINDUST) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 15th Annual Report on the business andoperations Manorama Industries Limited and the accounts for the Financial Year ended 31stMarch 2020.

1. State of Companies affairs

a. Financial Performance:

The table below depicts the financial performance of your Company for the year ended31st March 2020.

Particulars For the year ended 31-03-2020 For the year ended 31-03-2019
Total income 1941933911 1060435861
Total Expenditure 1618275087 794832028
Profit / (Loss): before exceptional items& Tax 323658825 265603833
Less: Exceptional items - -
Profit / (Loss): before Tax 323658825 265603833
Less: Provision for Tax including Deferred tax 90308829 74999085
Profit / (Loss): after Tax 233349996 190604748
Earnings per equity share (Face Value of 10 ) (Not Annualised)
(a) Basic (in~) 20.97 20.26
(b) Diluted (in ~) 20.97 20.26

2. Financial Highlights

5. Nature of Business

The Company has reported total revenue of Rs.1941933911 for the current year ascompared to Rs. 1060435861 in the previous year. The Net Profit for the year underreview amounted to Rs. 233349996 in the current yearas compared to Rs. 190604748Crore in the previous year.

3. Dividend

With a view to strengthen the financial position of the Company your Board ofDirector's have not recommended any dividend for the financial year 2019-2020.

In terms of Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("the Listing Regulations") the Company is notrequired to adopt a Dividend Distribution Policy.

4. Reserves

Company has not transferred any amount to the general reserve or other specificreserves. However the company has retained the current year profit in the accumulatedProfit and Loss Account.

During the period under consideration there were no changes in nature of the businessof your Company.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report:

The Company's manufacturing facilities remained shut from March 23 2020 due tolockdown and partially started from 18th April 2020 after receiving governmentpermissions. However upon reopening of our factories with minimum man power as per stategovernment guidelines we are in process of dispatch of some of our exports as well aslocal orders and would have some impact on our H1FY20-21 results.The manufacturing unit ofthe Company at Birkoni Mahasamund ( Chhattisgarh) had restarted its operations at 40%-50%capacity as permitted by the State Government guidelines.The Company is taking utmost careof its staff and work force like sanitization social distancing Temperature testingImmunity Boosters for employees

mandatory mask wearing and thermal check at the gate maintaining proper hygiene. Thecompany also have ensured regular doctor check-ups in the premises of the company.Due tounpredictable and fast changing COVID -19 situation it is very difficult to assess thefuture impact of COVID -19 on business operations and it is expected to evolve over aperiod of time.

However we are confident about our ability to manage this crisis through our financialstability strong Customer base committed employees and quality leadership.

7. Share Capital structure

Particulars Amount in Rupees
Authorised Capital
30000000 Equity Shares of Rs. 10/- each 300000000/-
Total 300000000/-
Issued Subscribed and Paid Up Share Capital
11127910 Equity Shares of Rs. 1/- each 111279100/-
Total 111279100/-

During the year under review your Company's authorised share capital was increased onSeptember 30 2019 from 140000000 (Rupees Fourteen Crore only) divided into

1.40.00. 000 Equity shares of Rs. 10 each) to Rs.

30.00. 00.000 divided into 30000000 Equity shares of Rs. 10 each by creation ofadditional

1.60.00. 000 shares of Rs. 10/- each and such equity shares rank pari-passu with theexisting shares of the Company.

There were no changes in the issued subscribed and paid-up share capital of theCompany during the year under review.

8. Subsidiary Companies Associates & Joint Ventures

The company does not have any company which is its subsidiary associate or jointventure. Hence submission of details in Form AOC-1 are not applicable to the Company.

9. Related Party Transactions

All Related Party Transactions that were entered during the financial year under reviewwere on an arm's length basis and in the ordinary course of business and is in compliancewith the applicable provisions of the Act. Provisions of materially significant RelatedParty Transactions under Regulation

23 of the Listing Regulations are not applicable to the Company.

The Company has obtained approval from the shareholders through postal ballot forentering into related party transaction with Manorama Africa Limited required under rule15(3)(a)(i) of Companies(Meetings of Board and its Powers) Rules 2014 for an aggregateamount of Rs. 75 crores for Financial year 2019-20 and 2020-21. The said approval wasobtained as the Company was likely to exceed the specified limits under Rule 15(3)(a)(i)of Companies (Meetings of Board and its Powers) Rules 2014

All Related Party Transactions are placed before the Audit Committee for priorapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are repetitive in nature or when the need for them cannot be foreseen in advance.

Details of transactions with related parties as required under Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are provided in 'AnnexureI' in Form AOC-2 and forms part of this Report.

10. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under section 134(3) (m) of the Companies act 2013 readwith rule 8 of the Companies (accounts) rules 2014 is annexed herewith as 'Annexure -II'

11. Extract of Annual Return

In accordance with the provisions of section 92(3) and section 134(3)(a) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 as amended from time to time an extract of Annual Return of the Company forthe year ended March 312020 is provided in the prescribed form MGT - 9 as 'Annexure VI'which forms part of this report. The extract of the annual return is also hosted on thewebsite of the Company; the weblink for the same is www.manoramagroup.co.in

12. Board of Directors

The Directors on the Board is having rich experience and have a proven track record inthe field of educational research and

development activities. The Directors of the Company have been appointed keeping inmind the Company's size complexity and business. The Board has varied expertise and

is committed to its duties and responsibilities.

During the year under review the Board comprised of the below mentioned Nine (09)Directors:

Sr No. Name Designation Date of appointment Date of cessation
1 Vinita Ashish Saraf Chairperson and Managing March 25 2006 appoint- -
Director ed as Managing Director w.e.f. April 1 2017
2 Kedarnath Agarwal Executive Director June 16 2006 Re-designation from Non- executive director to Executive Director w.e.f. April 7 2018
3 Gautam Kumar Pal Executive Director January 10 2018 -
4 Ashish Bakliwal Independent Director May 01 2018 -
5 KanhaiyaLal Kothari Independent Director May 01 2018 April 12 2019
6 Ashish Kumar Agarwal Independent Director May 01 2018 May 18 2019
7 Neeta Kanwar Independent Director June 10 2019 -
8 Shrey Ashish Saraf Executive Director August 19 2019 -
9 Jose Vailappallil Joseph Independent Director August 19 2019 -

During the period under review Mrs. Neeta Kanwar and Mr. Jose Vailappallil Joseph wereappointed as the Independent Directors and Mr. Shrey Ashish Saraf was appointed as theExecutive Director of the Company.

retires by rotation and being eligible offers himself for reappointment at the ensuingAnnual General Meeting. The Board recommends his re-appointment for the consideration ofthe members of the Company at the forthcoming Annual General Meeting.

Mr. KanhaiyaLal Kothari and Mr. Ashish Kumar Agarwal ceased to be Directors of theCompany with effect from April 12 2019 and May 18 2019 respectively. Resignationletters are placed on the website of the Company in accordance with Section 168(1) readwith Rule 5 of the Companies (Appointment and Qualifications of Directors) Rules 2014.

In terms of the Section 152 of Companies Act 2013 Mr. Kedarnath Agarwal Director ofthe Company

Brief profile of Mr. Kedarnath Agarwal has been given in thenotice convening theAnnualGeneral meeting.

None of the Directors of your Company is disqualified as per provision of Section 164the Companies Act 2013.

13. Key Managerial Personal

During the year under review the following were the Key Managerial Personal of theCompany:

Sr. No Name Designation Date of Appointment
1. Vinita Ashish Saraf Managing Director April 01 2017
2. Ashok Kumar Jain Chief Financial Officer April 07 2018
3. Divya Jajoo Company Secretary April 07 2018

14. Meeting of the Board of Directors:

As per section 173 of the Companies Act 2013 the board is required to hold a minimumnumber of four meetings during the financial year. During the Financial Year 2019-2020the Board had met twenty (21) times on:

Sr. No Date of the Meeting Number of Directors entitled to attend Number of Directors attended the meeting
01 April 2019 6 5
10 April 2019 6 4
30 April 2019 5 5
08 May 2019 5 3
09 May 2019 5 5
10 June 2019 4 4
13 June 2019 5 5
27 June 2019 5 5
03 August 2019 5 5
19 August 2019 5 5
26 August 2019 7 7
05 September 2019 7 7
30 September 2019 7 5
25 October 2019 7 7
09 November 2019 7 7
06 December 2019 7 7
09 January 2020 7 7
22 January 2020 7 7
05 March 2020 7 4
18 March 2020 7 7
31 March 2020 7 4

The intervening gap between the Board Meetings was within the limits prescribed underthe Companies Act 2013 and the Rules made there under.

The details of attendance of the Directors are as under:

Sr. No. Name of the Director Number of meeting entitled to attend Number of meetings attended Whether attended AGM of September 30 2019
1. Vinita Ashish Saraf 21 21 YES
2. Kedarnath Agarwal 21 16 NO
3. Gautam Kumar Pal 21 21 YES
4. Ashish Bakliwal 21 19 YES
5. KanhaiyaLal Kothari 2 0 NA
6. Ashish Kumar Agarwal 5 5 NA
7. Neeta Kanwar 15 14 NO
8. Shrey Ashish Saraf 11 11 YES
9. Jose Vailappallil Joseph 11 9 YES

15. Composition&Meetings of the Committees:

a. Audit committee

The Company has constituted Audit Committee under Section 177(1) of the Companies Act2013 Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014 and Rule 4

of the Companies (Appointment and Qualification of Directors) Rules 2014.

The Composition of the audit committee is in conformity with the provisions of theSection 177 of the Companies Act 2013. During the year under review composition of thecommittee was as follows:

During the year under review the Committee had met four (4) times as given below:

Sr. No. Date of the Meeting Number of Members entitled to attend the meeting Number of Members attended the meeting
1. 09 May 2019 3 3
2. 05 September 2019 4 4
3. 09 November 2019 4 4
4. 22 January 2020 4 4

The details of attendance of the Members are as under:

Sr. No. Name of the Director Number of meeting entitled to attend Number of meetings attended
1. Ashish Bakliwal 4 4
2. Kanhaiyalal Kothari 0 0
3. Ashish Agarwal 1 1
4. Vinita Saraf 4 4
5. Neeta Kanwar 3 3
6. Jose Vailappallil Joseph 3 3

b. Nomination and Remuneration committee

The Company has constituted Nomination and Remuneration Committee (NRC) under Section178(1) of the Companies Act 2013 read with Rule 6 of the Companies (Meetings of Board andits Powers) Rules 2014 and Rule 4 of the Companies (Appointment and Qualification ofDirectors) Rules 2014

The Composition of the NRC committee is in conformity with the provisions of theSection 178 of the Companies Act 2013. During the year under review composition of thecommittee was as follows:

Sr No. Name of the member Designations
1. Ashish Bakliwal Chairman
2. Kanhaiyalal Kothari (ceased to be member w.e.f. April 12 2019) Member
3. Ashish Agarwal (ceased to be member w.e.f. May 18 2019 Member
4. Neeta Kanwar (member w.e.f. June 10 2019) Member
5. Jose Vailappallil Joseph (member w.e.f. August 19 2019) Member

During the year under review the Committee had met once as given below:

Sr. No Date of the Meeting Number of Members entitled to attend the meeting Number of Members attended the meeting
1. 05 September 2019 3 3

The details of attendance of the Members of Committee are as under:

Sr. No. Name of the Director Number of meeting entitled to attend Number of meetings attended
1. Ashish Bakliwal 1 1
2. Kanhaiyalal Kothari 0 0
3. Ashish Agarwal 0 0
4. Neeta Kanwar 1 1
5. Jose Vailappallil Joseph 1 1

c. Stakeholder Relationship Committee

The Company has constituted Stakeholder Relationship Committee (SRC) under Section178(5) of the Companies Act 2013 and Rule 6 of the Companies (Meetings of Board and itsPowers) Rules 2014.

The Composition of the SRC committee is in conformity with the provisions of theSection 178(5) of the Companies Act 2013.During the year under review composition of thecommittee was as follows:

Sr No. Name of the member Designations
1. Ashish Bakliwal Chairman
2. Kanhaiyalal Kothari (ceased to be member w.e.f April 12 2019) Member
3. Ashish Agarwal (ceased to be member w.e.f May 18 2019 Member
4. Vinita Saraf Member
5. Neeta Kanwar (member w.e.f. June 10 2019) Member
6. Jose Vailappallil Joseph (member w.e.f. August 19 2019) Member

During the year under review the Committee had met three (3) times as given below:

Sr. No Date of the Meeting Number of Members entitled to attend the meeting Number of Members attended the meeting
1. 30 April 2019 3 3
2. 19 August 2019 3 3
3. 25 October 2019 4 4

The details of attendance of the Members of Committee are as under:

Sr. No. Name of the Director Number of meeting entitled to attend Number of meetings attended
1. Ashish Bakliwal 3 3
2. Kanhaiyalal Kothari 0 0
3. Ashish Agarwal 1 1
4. Vinita Saraf 3 3
5. Neeta Kanwar 2 2
6. Jose Vailappallil Joseph 1 1

16. Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofthe Company have constituted Corporate Social Responsibility (CSR) Committee.

The Committee is entrusted with the responsibility of:

a. Formulating and recommending to the Board Corporate Social Responsibility Policy(CSR Policy) indicating the activities to be undertaken;

b. Monitoring the implementation of the framework of the CSR Policy; and

c. Recommending the CSR amount to be spent on the CSR activities.

Annual report on Corporate Social Responsibility (CSR) activities for the financialyear 2019-20 is annexed to this report as 'Annexure IIl'The Company's CSR Policy is placedon the website of the Company www.manoramagroup.co.in.

The Composition of the CSR committee is in conformity with the provisions of theSection 135 of the Companies Act 2013. During the year under review composition of thecommittee was as follows:

Sr No. Name of the member Designations
1. Ashish Bakliwal Chairman
2. Kanhaiyalal Kothari (ceased to be member w.e.f April 12 2019) Member
3. Ashish Agarwal (ceased to be member w.e.f May 18 2019 Member
4. Vinita Saraf Member
5. Neeta Kanwar Member
(member w.e.f. June 10 2019)
6. Jose Vailappallil Joseph (member w.e.f. August 19 2019) Member

During the year under review the Committee had met once as given below:

Sr. No. Date of the Meeting Number of Members entitled to attend Number of Members attended the meet-
ing
1. 10 June 2019 3 3

The details of attendance of the Members are as under:

Sr. No. . Name of the Director Number of meeting entitled to attend Number of meetings attended
1. Ashish Bakliwal 1 1
2. Kanhaiyalal Kothari 0 0
3. Ashish Agarwal 0 0
4. Vinita Saraf 1 1
5. Neeta Kanwar 1 1
6. Jose Vailappallil Joseph 0 0

17. Directors' Responsibility Statement:

Pursuant to the requirements under section 134(3) (c) read with section 134(5) of theCompanies Act 2013 with respect to Directors Responsibility Statement your Directorshereby confirm that -

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.

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

c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

e. the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

18. Company's policy on Directors' appointment and remuneration including criteria forDetermining qualifications positive attributes Independence of a Director and othermatters Provided under sub-section (3) of Section 178

Based on the recommendation of Nomination and Remuneration Committee (NRC) the Boardhas adopted the Remuneration Policy for Directors KMP and other Employees. NRC hasformulated the criteria for determining qualifications positive attributes andindependence of an Independent Director and also criteria for evaluation of individualDirectors and the Board / Committees.

The policy on remuneration of Directors KeyManagerial Personnel and other Employees isavailable at the website of the Company and can be accessed at www.manoramagroup.co.in.Evaluation of Performance of the Board of Directors and Committee Members

The Independent Directors at their meeting held on 18th March 2020 carried out theevaluation of Board committees and the Chairperson. Pursuant to provisions of section 178of the Companies act 2013and Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015the Independent Directors and the Board ofDirectors carried out evaluation of every director's performance and the Board has carriedout formal annual evaluation of its own performance and that of its Committees andindividual directors has been made. Further the evaluation of the Independent directorswas carried out by the entire Board excluding the director being evaluated.

The directors were satisfied with the evaluation results which reflect the overallengagement of the Board and its Committees and on the basis of the report of the saidevaluation the present term of appointment of Independent directors shall be continuedwith the Company

19. Declaration by Independent Directors:

The Company has received a declaration from each of its Independent Directorsconfirming that they satisfy the criteria of independence

as prescribed under the provisions of the Companies Act 2013. In terms of the recentlyintroduced regulatory requirements name of every Independent Director should be added inthe online database of Independent Directors by Indian Institute of Corporate AffairsManesar ("IICA"). Accordingly the Independent Directors of the Company arerequired to registered themselves with the IICA for the said purpose. The Board opinedthat Independent Directors are having requisite integrity expertise specialisedknowledge experience and the proficiency.

Terms and conditions for Independent Directors are put up on the website of the Companyand can be accessed at http://www. manoramagroup.co.in/terms-and-condition-of-independent-directors.php

21. Postal Ballot

During the year 2019-20 under Section 110 of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 the Company passed the followingOrdinary Resolution by postal ballot:

Date of Postal Ballot Notice: January 9 2020

Date of Declaration of Result: February 25 2020

Voting Period: January 26 2020 to February 24 2020

Date of Approval: February 24 2020

Sr. No Ordinary Resolution

Votes cast in favour of the Resolution

Votes cast against the Resolution

Invalid Votes
No. % No. % No.
1. Approval of Related Party Transactions with Manorama Africa Limited upto a maximum aggregate value of Rs. 75 crores for the financial years 2019-20 and 2020-21. 1458657 100% 0 0% 0

Mrs. Ashwini Inamdar (FCS 9409) Partners of M/s. Mehta & Mehta Practicing CompanySecretaries (ICSI Unique code: P1996MH007500) was appointed as the scrutiniser forcarrying out the Postal ballot process in a fair and transparent manner.

20. Particulars of Loans Guarantees or Investments

There were no Loans Guarantees and Investments made by the Company under Section 186of the Companies Act 2013.

22. Risk Management

The assessment of the risks covers Strategy Technology Financial Operations &Systems Legal & Regulatory and Human Resources Risks. There is appropriate assuranceand monitoring mechanism in place to monitor the effectiveness of the risk management.Further company is in the process of developing risk management framework to implement andadhere to the policy to mitigate risk avoid risk or take risk that cannot be mitigate oravoid for the benefit of the Company's business and growth.

23. Internal control systems and their adequacy

The Company engaged BDO India LLP and Mazars India LLP as Internal Auditors of Company.During the year the Company continued to implement their suggestions and recommendationsto improve the control environment. Their scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. InternalAuditor's findings are discussed with the process owners and suitable corrective actionstaken as per the directions of Audit Committee on an ongoing basis toimprove efficiency inoperations.

24. Green Initiatives

Company has given an advertisement in the newspapers dated August 21 2020 encouragingthe shareholders to update their email addresses with the depositories/ Registrar andShare Transfer Agents.

Electronic copies of the Annual Report and Notice of the 15thAnnual General Meetingwill be sent to all members whose email addresses are registered with the Company/Depository Participant(s). Members who have not registered their email addresses arerequested to register the same with the Company. Members may note that the Notice alongwith aforementioned documents shall also be available on the Company's websitewww.manoramagroup.co.in.

25. Significant and material orders passed by the regulators/ courts/ tribunalsimpacting the going concern status and the company's operations in future

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

26. Share Registrar & Transfer Agent (R&T)

The details of Registrar and Share Transfer Agent are as follows:

Name: Link Intime India Private Limited

Address: C-101 IstFloor 247 Park L.B.S. Marg Vikhroli (West)Mumbai-400083Maharashtra.

Contact details: 022 - 49186200; Website: www.linkintime.co.in

27. Public Deposits

During the year under review your Company has not accepted / renewed any Deposits fromthe public as covered under the provisions of Section 73 of the Companies Act 2013 readwith the Rules made thereunder.

28. Auditors and their report

a. Statutory Auditors:

M/s. O P Singhania & Co. Chartered Accountants (Registration No :002172C) wereappointed as the Statutory Auditors of the Company for a period of 5(five) consecutiveyears from the conclusion of the 14th AGM till the conclusion of 19th AGM of the Companyto be held in year 2024.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report. Also no fraud has been reported by theauditor as per Section 143(12) of Companies Act 2013.

b. Cost Auditors:

Your Company is required to maintain cost records as specified under Section 148(1) ofthe Companies Act 2013 and accordingly such accounts and records are made andmaintained in the prescribed manner.

The Board on recommendation of Audit Committee has appointedS N & Co costaccountants (FRN. 000309) Cost auditors ofthe Company for FY 2020-21 under Section 148 andall otherapplicable provisions of the Act.

S N & Co have confirmed that they are free from disqualifications pecified inSection 141(3) and proviso to Section 148(3) readwith 141(4) of the Companies Act 2013 andalso their appointmentmeets the requirement of Section 141(3)(g) of the Act.

They have further confirmed their Independent Status and an arm's length relationshipwith the Company. The remuneration payable to the Cost Auditors is required to be placedbefore the Members in a General Meeting for

their ratification. Accordingly a resolution for seeking Members' ratification for theremuneration payable to S N & Co is included in the Notice convening the AGM.

c. Secretarial Auditors:

Pursuant to the provisions of section 204 of the act and rules made thereunder theCompany has appointed M/s. Mehta and Mehta Practicing Company Secretaries in Practice toundertake the secretarial audit of the Company. The secretarial audit report is annexed asAnnexure IV and forms an integral part of this report.

The Secretarial audit Report prepared by M/s Mehta and Mehta Management responses forthe qualifications in the Secretrial Audit report are as follows:

Serial No. Qualifications Management Responses
1. Outcome of the board meeting held on May 09 2019 was submitted beyond 30 minutes to the Stock Exchange and Intimation unde Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 for resignation of Mr. Kanhaiyalal Kothari Independent Director at the board meeting held on May 09 2019 was not filed within the prescribed time limit. The said Stock Exchange intima- r tions has not been filed by the Company within the prescribed time limit due to technical hitch.
2. During the financial year under review e-form MGT-14 with respec to the borrowings from Federal Bank Limited for Corporate Card Loan approval for working capital facility from the ICICI Bank Limited and availing of financial facilities from Kotak Mahindra Bank Limited to the extent of Rs. 70000000/- (Rupees Seven Crores Only) were not filed as the said e-forms are under the process for Condonation of delay. t Forms MGT-14 has not been filed by the Company. The said forms are under process for Condonation of delay.

29. Particulars of Employees

The information required pursuant to section 197 (12) of the Companies act 2013 readwith rule 5 of the Companies (appointment and remuneration of managerial Personnel) rules2014 in respect of employees of the Company is given in an 'Annexure V' and forms part ofthis report.

30. Complaints relating to Sexual Harassment

The Company is committed to provide a safe and conducive work environment to itsemployees during the year under review. The Company has in place an Anti-Sexual HarassmentPolicy in line with the requirement pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The Following summary of thecomplaints received and disposed off during the financial year 2019-2020:

No of complaints received during the year 2019-2020 NIL
No of complaints resolved during the year 2019-2020 NIL
No of complaints pending during the year 2019-2020 NIL

31. Corporate Governance

The company is being SME Company and listed on SME exchange of BSE Limited

therefore pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the compliance with corporate governance as specified inregulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and ParaC D and E of Schedule V shall not apply.

32. Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and SEBI(LODR) Regulations 2015 a Vigil Mechanism that encourages and supports its Directors andemployees to report instances of illegal activities unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. It alsoprovides for adequate safeguards against victimization of person who use this mechanismand direct access to the Chairperson. The Vigil Mechanism Policy has been uploaded on thewebsite of the Company www.manoramagroup.co.in

33. Listing

The equity shares of your Company are listed on SME exchange of BSE Ltd. Your Companyhas paid the Listing fees to the Stock Exchanges for the F.Y. 2019-20 and F.Y. 2020-21.

34. Compliance with Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

35. Utilization of IPO Proceeds

The proceeds of funds raised under IPO by the Company are being utilized as per Objectsof the Issue. The disclosurein compliance with the Regulation 32 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as"the Listing Regulations") as on March 31 2020 is as under:

Statement of Variation in Utilisation of Funds Raised

Name of listed entity

Manorama Industries Limited

Mode of Fund Raising Public Issues
Date of Raising Funds 1st October 2018
Amount Raised (Rs in Lakhs) 6400.27
IPO Expenses (Rs in Lakhs) (689.93)
Net Fund Availabe for Objects of the Issue (Rs in Lakhs) 5710.34
Utilised for General Corporate Porpuse (Rs in Lakhs) (110.34)
Balance Fund Availabe for Capex (Rs in Lakhs) 5600.00
Report filed for Quarter ended 31st March 2020
Monitoring Agency Not Applicable
Monitoring Agency Name if applicable Not Applicable
Is there a Variation in use of funds raised Yes. Variation between Original allocation of funds and Actual Funds Utilised for the objects specified in Red Herring Prospectus
If yes whether the same is pursuant to change in terms of a contract or objects which was approved by the shareholders NA
If Yes Date of shareholder Approval NA
Explanation for the Deviation / Variation The cost overrun in capex is mainly on account of increased prices and improvement in plans compare to as projected.
Comments of the Audit Committee after review NIL
Comments of the auditors if any NIL
Objects for which funds have been raised and where there has been a deviation in the following table
Original Object Modified Object if any Original Allocation (Rs in Lakhs) Modified allo- cation if any Funds Utilised (Rs in Lakhs) Amount Remarks if any of Variation for the quarter according to applicable object
Statement of Variation in Utilisation of Funds Raised
Establishing an integrated Greenfield project for manufacturing of CBE / specialty fats and tailormade products at Birkoni near Raipur Chhattisgarh. 5600.00 NA 6005.44 405.44 The cost overrun in capex is mainly on account of increased prices and improvement in plans compare to as

projected.

The Company has not made any deviations in the utilization of funds raised through IPO.There was a small amount of variation in the projected and actual IPO expenses incurred bythe Company. The variation was due to some amount whichwere unforeseenand could not beprojected beforehand by the Company. As on March 312020 the Company has finishedutilization of all the proceeds of the IPO.

36. General

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

a. Issue of equity shares with differential rights as to dividend voting or otherwise;

b. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees;

c. No fraud has been reported by the Auditors to the Audit Committee or the Board.

d. There are no shares lying in demat suspense account/unclaimed suspense account.Hence no disclosure is required to be given for the same.

37. Acknowledgements

Your Directors wish to convey their gratitude and appreciation to all theemployees ofthe Company's posted at all its locations for their tremendous personal efforts as well ascollective dedication and contribution to the Company's performance.

Your Directors would also like to thank the employee unions shareholders customersdealers suppliers bankers government and all other business associates consultants andall the stakeholders for their continued support extended tothe Company and theManagement.

On behalf of the Board of Directors
For Manorama Industries Limited
Vinita Saraf
Chairperson and Managing Director
Place: Raipur Date: September 03 2020 DIN:00208621

.