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Manorama Industries Ltd.

BSE: 541974 Sector: Industrials
NSE: MANORAMA ISIN Code: INE00VM01010
BSE 00:00 | 04 Jul 1012.05 -11.00
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NSE 00:00 | 04 Jul 1010.55
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OPEN 1029.50
PREVIOUS CLOSE 1023.05
VOLUME 694
52-Week high 1950.00
52-Week low 911.00
P/E 49.95
Mkt Cap.(Rs cr) 1,206
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1029.50
CLOSE 1023.05
VOLUME 694
52-Week high 1950.00
52-Week low 911.00
P/E 49.95
Mkt Cap.(Rs cr) 1,206
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Manorama Industries Ltd. (MANORAMA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 16th Annual Report on theCompany's business and operations together with Audited Financial Statements for thefinancial year ended March 31 2021 and other accompanying reports notes andcertificates.

1) STATE OF COMPANIES AFFAIRS:

a. Financial Performance:

The table below depicts the financial performance of your Company for the financialyear ended March 31 2021:

(Amount in Rs.)
Particulars For the year ended 31-03-2021 For the year ended 31-03-2020
Total income 2145859796 1941933912
Total Expenditure 1912450557 1618275085
Profit / (Loss): before exceptional items& Tax 233409238 323658827
Less: Exceptional items (39645864) -
Profit / (Loss): before Tax 273055102 323658827
Less: Provision for Tax including Deferred tax 89772471 90308828
Profit / (Loss): after Tax 183282631 233349998
Earnings per equity share (Face Value of 10) (Not Annualised)
(a) Basic (in~) 16.47 20.97
(b) Diluted (in ~) 16.47 20.97

b. Financial Highlights

The Company has reported total revenue of Rs. 2145859796 for the current year ascompared to Rs. 1941933912 in the previous year. The Net Profit for the year underreview amounted to Rs. 183282631 in the current year as compared to Rs. 233349998 inthe previous year.

2) 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 2020-2021.

The Board of Directors of the Company had approved the Dividend Distribution Policy inline with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "the Listing Regulations"). Thepolicy is also available on the website of the Company athttps://www.manoramagroup.co.in/investors-policies.

3) RESERVES:

Your Directors have made the following appropriations out of the standalone profits ofthe Company:

Particulars Amount (in Rs.)
Balance as at the beginning of the year 591525962
Add: Net Profit for the year 183282631
Net surplus in the statement of profit & loss 774808593

4) NATURE OF BUSINESS:

During the year under review there were no changes in nature of the business of yourCompany.

5) 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:

COVID 19 IMPACT:

In the scenario where world was going through a rough phase of second wave of globalhealth scare- Coronavirus disease (COVID-19) pandemic keeping business operation going ischallenging. However in this challenging time positive sign was that these lockdownsweren't as stringent as in April-May of 2020.

With deeper understating of the industry in which we operate the Company is able tosail through the challenges imposed by the second wave of COVID 19. Our nichemanufacturing facilities and production process R&D expertise passionate workforceexperienced Board and a strong balance sheet position has helped us achieve sustainedgrowth across our value chain. Being a customized solutions provider and catering to theniche market segment of specialty fats/ butter ingredients we have ensured sustainableuse of the resources available and overall development of all our stakeholders.

Further the strength of our balance sheet helps us in navigating through these toughtimes so far. In the FY21 the Company has recorded total revenue growth of 11% as comparedto FY20.

MIGRATION FROM SME PLATFORM OF BSE TO MAIN BOARD OF BSE:

Your Company has migrated from the SME Platform of BSE to the mainboard of BSE on July20 2021.

PREFERENTIAL ALLOTMENT OF EQUITY SHARES:

The Company has raised Rs.100.88 Cr. by way of preferential issue from marqueeinvestors for new capex working capital and business expansion. With the approval of theBoard of Directors in the meeting held on July 09 2021 and shareholders' approval in theExtra Ordinary general meeting held on August 03 2021 and pursuant to the in principleapproval received from BSE Limited on August 05 2021 the Company has allotted onpreferential basis 791900 (Seven Lakh Ninety One Thousand Nine Hundred) no. of equityshares of the face value of Rs. 10/- each at a premium of Rs. 1264/(Rupees One ThousandTwo Hundred and Sixty-Four) for a total consideration of Rs. 1008880600/- (Rupees OneHundred Crore Eighty Eight Lakh Eighty Thousand and Six Hundred Only).

The Company's objective is to invest the total estimated amount of Rs. 65 Cr. towardssetting up new capacity of Fractionation and Refinery process by 25000 MT per annum eachalong with supporting infrastructure. Total capacity after the new capex investments inFractionation and Refinery will be 40000 MT per annum each. Capacity expansion byconstructing a new plant is aimed to fulfill the product demand from the global market.

The balance amount of Rs. 35.88 Cr. will be utilized for working capital requirementsof the Company setting up new sales offices at different geographical locations alongwith certain equipments.

6) SHARE CAPITAL STRUCTURE:

Particulars Amount in Rupees
Authorised Capital
30000000 Equity Shares of Rs. 10/- each 300000000.00
Total 300000000.00
Issued Subscribed and Paid Up Share Capital
11127910 Equity Shares of Rs. 10/- each 111279100.00
Total 111279100.00

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

The capital structure of the Company post preferential allotment of 791900 no ofequity shares is:

Particulars Amount in Rupees
Authorised Capital
30000000 Equity Shares of Rs. 10/- each 300000000.00
Total 300000000.00
Issued Subscribed and Paid Up Share Capital
11919810 Equity Shares of Rs. 10/- each 119198100.00
Total 119198100.00

7) 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.

8) 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 tothe Company for the year under review.

During the year under review pursuant to Rule 15(3)(a)(i) of Companies (Meetings ofBoard and its Powers) Rules 2014 the Company has obtained shareholders' approval throughpostal ballot on February 24 2020 for entering into the related party transaction withthe related party Manorama Africa Limited for an aggregate amount of Rs. 75 crores forfinancial year 2020-21.

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.

9) 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 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as 'Annexure - II'

10) EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) and 134(3) of the Companies Act 2013 and Rule 12 of theCompanies (Management and Administration) Rules 2014 the Annual Return of the Company isavailable on the website of the Company at the link: www.manoramagroup.co.in.

11) BOARD OF DIRECTORS:

The Directors on the Board is having rich experience and have a proven track record inthe field of finance taxation accounting and management. The Directors of the Companyhave been appointed keeping in mind the Company's size complexity and business.

During the year under review the Board comprised of the below mentioned Eight (08)Directors:

Sr No. Name Designation Date of appointment/Reappointment Date of cessation
1 Mrs. Vinita Ashish Saraf Chairperson and Managing March 25 2006 -
Director Appointed as Managing Director w.e.f. April 1 2017
2 Mr. Kedarnath Agarwal Executive Director June 16 2006 -
Re-designated from Non-Executive Director to Executive Director w.e.f. April 07 2018
3 Mr. Gautam Kumar Pal Executive Director January 10 2018 -
4 Mr. Shrey Ashish Saraf Executive Director August 19 2019 -
5 Mr. Jose Vailappallil Joseph Independent Director August 19 2019 -
6 Mr. Ashish Bakliwal Independent Director May 01 2018 -
7 Dr. Neeta Kanwar Independent Director June 10 2019 -
8 Mr. Nipun Sumanlal Mehta Additional Independent Director March 05 2021 -

During the year under review Mr. Nipun Sumanlal Mehta was appointed as the AdditionalIndependent Director of the Company with effect from March 05 2021. Accordingly theBoard recommends a resolution in relation to his regularisation as Director of the Companyfor a term of 5 years. A brief profile along with the resolution seeking Members' approvalfor his appointment forms part of the Notice convening the ensuing Annual General Meeting.

In terms of the Section 152 of Companies Act 2013 Mr. Shrey Ashish Sharaf Directorof the Company retires by rotation and being eligible offers himself for reappointmentat the ensuing Annual General Meeting. The Board recommends his re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting. A briefprofile along with the resolution seeking Members' approval for his appointment forms partof the Notice convening the ensuing Annual General Meeting.

During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feesreimbursement of expenses incurred by them for the purpose of attending meetings of theBoard/Committee of the Company. None of the Directors of your Company is disqualified asper provision of Section 164 the Companies Act 2013 and the Listing Regulations.

12) 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. Mrs. Vinita Ashish Saraf Managing Director April 01 2017
2. Mr. Ashok Kumar Jain Chief Financial Officer April 07 2018
3. Ms. Divya Jajoo Company Secretary & Compliance Officer April 07 2018

13) 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 20202021 theBoard had met nine (09) times viz. April 09 2020 May 15 2020 May 28 2020 June 292020 September 03

2020 October 29 2020 November 11 2020 March 05

2021 March 26 2021. The intervening gap between the Board Meetings was within thelimits prescribed under the Companies Act 2013 and the Rules made there under.

For details of meetings of the Board and attendance please refer to the CorporateGovernance Report 'Annexure IV' which forms a part of this Report.

14) BOARD COMMITTEE:

The Board has formed various Committees as required under the Companies Act 2013 andthe SEBI Listing Regulations (LODR) 2015 and amendment thereto. Detailed report on termsof reference composition of Committees number of meeting held during the year areprovided in Corporate Governance Report 'Annexure IV' forming part of this AnnualReport .

15. OTHER COMMITTEES :

During the year the Board at their meeting held on June 29 2020 constituted aCommittee with the name as "Finance and Operations Committee" to carryconveniently the increased finance and banking operations of the Company. The compositionof the Committee is as follows:

1. Mrs. Vinita Ashish Saraf - Chairperson
2. Mr. Shrey Ashish Saraf - Member
3. Mr. Gautam Kumar Pal - Member

Terms and References of Finance and Operations Committee is as follows:

1) Review the Company's financial policies banking arrangements working capital andcash flow management and make such reports and recommendations to the Board with respectthereto as it may deem advisable.

2) Exercise all powers to borrow monies (otherwise than by issue of debentures orpreference shares) within the limits approved by the Board and taking necessary actionsconnected therewith including refinancing for optimisation of borrowing costs.

3) Giving of guarantees/issuing letters of comfort/ providing securities within thelimits approved by the Board.

4) Borrow monies by way of loan for the purpose of refinancing the existing debtcapital expenditure general corporate purposes including working capital requirements andpossible strategic investments within the limits approved by the Board.

5) Provide corporate guarantee/performance guarantee by the Company within the limitsapproved by the Board.

6) Approve opening closure change of signatories and operation of current accounts tobe opened with banks.

7) Carry out any other function as mandated by the Board from time to time and/orenforced by any statutory notification amendment or modification as may be applicable.

8) Other transactions or financial issues that the Board may desire to have themreviewed by the Finance and Operations Committee.

9) Delegate authorities from time to time to the executives/authorised persons toimplement the decisions of the Committee.

10) Regularly review and make recommendations about changes to the charter of theCommittee.

16. 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 Directors hereby 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 profit and 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.

17. 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 Key Managerial Personnel and other Employeesis available on the website of the Company at https://www.manoramagroup.co.in/investors-policies.

Evaluation of Performance of the Board of Directors and Committee Members

The Independent Directors at their meeting held on March 15 2021 carried out theevaluation of Board Committees and the Chairperson. Pursuant to provisions of Section 178of the Companies Act 2013 and SEBI LODR the 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.

18. MANAGEMENT DISCUSSION & ANALYSIS REPORT AND BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34 of SEBI LODR Management Discussion and Analysis is annexedand forms part of this Annual Report. The Business Responsibility Report is not applicableto the Company during the years under review.

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 theprovisions of the Companies Act 2013 & Regulation 16(1)(b) of the SEBI ListingRegulations. In terms of the regulatory requirements name of every Independent Directorshould be added in the online database of Independent Directors of Indian Institute ofCorporate Affairs Manesar ("IICA"). All Independent Directors have givenconfirmation with respect to their registration with IICA for the above requirement. TheBoard opined that Independent Directors are having requisite integrity expertisespecialised knowledge experience and the proficiency. Further there has been no change inthe circumstances affecting their status as Independent Director of the Company.

Terms and conditions for Independent Directors is available on the website of theCompany at https://www. manoramagroup.co.in/investors-policies.

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.

21. 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 mitigated oravoided for the benefit of the Company's business and growth.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company engaged Mazars India LLP as Internal Auditors of the Company. During theyear the Company continued to implement their suggestions and recommendations to improvethe internal control system. 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 measures in all areas. InternalAuditor's findings are discussed with the process owners and suitable corrective actionsare taken as per the directions of Audit Committee on an ongoing basis to improveefficiency in operations.

23. GREEN INITIATIVES:

The Company fully supports the Ministry of Corporate Affairs' initiative to minimizethe use of paper for 'all official communication'. In line with this the Company sendsall notices and documents including the Annual Report to shareholders who haveregistered for the same by e-mail. This has led to a significant reduction in paperconsumption annually.

The Company has also given an advertisement in the newspapers dated August 21 2020encouraging the shareholders to update their email addresses with the depositories/Registrar and Share Transfer Agents.

Electronic copies of the Annual Report and Notice of the 16thAnnual GeneralMeeting will 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 website athttps://www.manoramagroup. co.in/investors-company-announcements#agm.

24. CORPORATE SOCIAL RESPONSIBILITY POLICY:

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 Companyhas formed a CSR Policy which is available on the website of the Company athttps://www.manoramagroup.co.in/investors- policies.

Annual report on Corporate Social Responsibility (CSR) activities for the financialyear 2020-21 is annexed to this report as Annexure III'.

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 1stFloor 247 Park L.B.S. Marg Vikhroli

(West)Mumbai-400 083 Maharashtra.

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 appointed S N & Co CostAccountants (FRN. 000309) as Cost Auditors of the Company for FY 2021-22 under Section 148and all other applicable provisions of the Act.

S N & Co have confirmed that they are free from disqualification specified inSection 141(3) and proviso to Section 148(3) read with 141(4) of the Companies Act 2013and also their appointment meets 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 Boardrecommend a resolution for seeking Members' ratification for the remuneration payable to SN & Co Cost Accountants is included in the Notice convening the AGM.

c. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and Rules made there under theCompany has appointed M/s. Mehta and Mehta Practicing Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year ended March 312021. The Secretarial Audit report is annexed as 'Annexure VI' and forms anintegral part of this report. There are no qualifications in the report.

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 formspart of this 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

Harassment Policy in line with the requirement pursuant to the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. The Followingsummary of the complaints received and disposed off during the financial year 2020-2021:

No of complaints received during the year 2020-2021 NIL
No of complaints resolved during the year 2020-2021 NIL
No of complaints pending during the year 2020-2021 NIL

31. CORPORATE GOVERNANCE:

Since the Company was listed on the SME platform of BSE Limited as on March 31 2021the provisions of Corporate Governance as specified in Regulations 17 to 27 and clauses(b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V ofSEBI (Listing Obligations & Disclosure Requirement) Regulations 2015 is exempted.

However as a measure of good Corporate Governance a Report on Corporate Governance asstipulated in Part C of Schedule V of the Listing Regulations is provided in a separatesection and is annexed to this Report and marked as Annexure IV'.

32. VIGIL MECHANISM & WHISTLEBLOWER POLICY:

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 theListing Regulations a Vigil Mechanism has formed that encourages and supports itsDirectors and employees to report instances of illegal activities unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy.It also provides for adequate safeguards against victimization of person who use thismechanism and direct access to the Chairperson. The Vigil Mechanism Policy is available onthe website of the Company at https://www.manoramagroup.co.in/investors- policies.

33. LISTING:

The equity shares of your Company are listed on SME exchange of BSE Limited as on March31 2021. Your Company has paid the Listing fees to the Stock Exchanges for the FinancialYear 2020-21.

Equity Shares of the Company had been listed on SME platform of BSE with effect fromOctober 4 2018. In accordance with the provisions of Securities and Exchange Board ofIndia (Issue of Capital and Disclosure Requirements) Regulations 2018 as amended fromtime to time and the criteria specified for migration to Main Board by BSE

Limited the Company whose Equity Shares are listed on SME Exchange and whose postissue face capital is more than ^ 10 Crore but up to ^ 25 Crore and if the Companyfulfills the other criteria as specified by BSE the Equity Shares of the Company canmigrate to Main Board of BSE subject to the approval of the Members of the Company bypassing a special resolution with requisite majority through postal ballot.

Accordingly the Company has migrated to BSE Main Board on July 20 2021.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards

i.e. SS-1 and SS-2 relating to 'Meetings of the Board of Directors' and 'GeneralMeetings' respectively have been duly followed by the Company.

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

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

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

36. ACKNOWLEDGEMENTS:

Your Directors wish to convey their gratitude and appreciation to all the employees ofthe Company posted at various 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 shareholders investors customersdealers suppliers bankers government and all other business associates consultants fortheir continued support extended to the Company and the Management.

On behalf of the Board of Directors
For Manorama Industries Limited
Vinita Saraf
Chairperson and Managing Director
DIN:00208621
Place: Raipur
Date: September 06 2021

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