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Marine Electricals (India) Ltd.

BSE: 535119 Sector: Engineering
NSE: MARINE ISIN Code: INE01JE01028
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Marine Electricals (India) Ltd. (MARINE) - Director Report

Company director report

To

The Members

Marine Electricals (India) Ltd.

Your Directors are pleased to present the 13th Annual Reportof your Company together with the Audited Financial Statements (standalone andconsolidated) for the financial year ended 31st March 2020.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Certain key aspects of your Company's performance during thefinancial year ended 31st March 2020 as compared to the previous financialyear are summarised below:

(Rs. in Lakhs)

Standalone

Consolidated

Particulars Year Ended 31.03.2020 Year Ended 31.03.2019* Year Ended 31.03.2020 Year Ended 31.03.2019*
Total income 21374.48 32604.66 29346.51 40378.06
Expenses 19247.97 30536.49 26510.86 37769.50
Profit before Interest Depreciation and Taxation 2126.51 2068.17 2835.65 2608.56
Interest and bank charges 767.29 629.88 1007.53 836.76
Depreciation and Amortization 553.73 344.13 691.51 485.58
Profit before tax 805.49 1094.16 1136.60 1286.22
Less: Provision for current tax & deferred tax (167.68) (316.44) (224.78) (370.98)
Profit after taxation 637.81 777.72 911.81 915.24
Profit for the carried to Reserves 637.81 777.72 911.81 915.24

*Previous year/period ended figures have beenregrouped/rearranged/reclassified wherever necessary to make it comparable.

The standalone revenue of your Company for the year is Rs. 20771.13Lakhs as against Rs. 32323.03 Lakhs in the previous financial year. Total export revenuewas Rs. 1656.05 Lakhs as against Rs. 2110.03 Lakhs in the previous year.

The standalone net profit for the year is Rs. 637.81 Lakhs as againstRs. 777.72 Lakhs in the previous financial year. The drop in margins is mainly on accountof costs overrun and delay in execution of its maiden Solar projects for various reasons.

The Consolidated revenue of your Company for the year is Rs. 28870.89Lakhs as against Rs. 39984.13 Lakhs in the previous financial year. The Consolidated netprofit for the year is Rs. 911.81 Lakhs as against Rs. 915.24 Lakh in previous year. Thedrop in consolidated margins is mainly because of cost overrun and delay in Solar projectsand Loss in one of its subsidiary.

There has been no change in the nature of business of your Companyduring the year under review.

2. DIVIDEND

With a view to conserve the resources of the Company your directors donot recommend any dividend for the financial year ended 31st March 2020.

3. SHARE CAPITAL

The paid up equity capital as on 31st March 2020 was Rs.245330500. There was no public issue rights issue bonus issue or preferential issueetc during the year. The Company has not issued shares with differential voting rights orsweat equity shares.

4. EXTRACT OF ANNUAL RETURN

Extract of Annual Return as provided under Section 92(3) of theCompanies Act 2013 (“the Act”) and as prescribed in Form No. MGT-9 of theCompanies (Management and Administration) Rules 2014 is appended as Annexure I tothis Report and is also available on the Company's website www.marineelectricals.com

5. NUMBER OF MEETINGS OF THE BOARD

The Board met Four (4) times in financial year 2019-20 viz 23 rdMay 2019 20th July 2019 14th November 2019 and 12thMarch 2020. Details of the same along with attendance of each director and Key ManagerialPersonnel (KMP) are mentioned hereunder:

Name of the Director Designation

Number of Meetings

Held Attended
Mr. Vinay Uchil Chairman and Wholetime Director 4 4
Mr. Venkatesh Uchil Managing Director 4 3
Mr. Madan Pendse Non-Executive Independent Director 4 4
Mr. Nikunj Mishra Non-Executive Independent Director 4 3
Mr. Vikas Jaywant* Additional Non-Executive Independent Director 4 1
Dr. Tanuja Pudhierkar Non-Executive Non-Independent Director 4 4
Mr. Shailendra Shukla Non-Executive Non-Independent Director 4 2

* Mr. Vikas Jaywant was appointed as Additional Non-ExecutiveIndependent Director of the Company w.e.f 24th February 2020 through Circularpassed by Board of Directors

6. MEETINGS OF COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

The Audit Committee consists of the following Directors:

1. Mr. Madan Pendse

2. Mr. Nikunj Mishra and

3. Mr. Venkatesh Uchil

The composition of the Audit Committee is in compliance with therequirements of Section 177 of the Act.

There has been no such incidence where the Board has not accepted therecommendation of the Audit Committee during the year under review

Meeting and Attendance

The Committee met Three (3) times in financial year 2019-20 viz; 23 rdMay 2019 14th November 2019 and 12th March 2020

Name of the Director Designation in Committee

Number of Meetings

Held Attended
Mr. Madan Pendse (Non-Executive Independent Director) Chairman 3 3
Mr. Nikunj Mishra (Non-Executive Independent Director) Member 3 3
Mr. Venkatesh Uchil (Managing Director) Member 3 3

B. NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Nomination and Remuneration Committee comprises of the followingDirectors:

1. Mr. Madan Pendse

2. Mr. Nikunj Mishra and

3. Dr. Tanuja Pudhierkar

The NRC is in compliance with the provisions of Section 178 of the Act.

Meeting and Attendance

The Committee met Two (2) times in financial year 2019-20 viz; 23 rdMay 2019 and 14th November 2019.

Name of the Director Designation in Committee

Number of Meetings

Held Attended
Mr. Madan Pendse (Non-Executive Independent Director) Chairman 2 2
Mr. Nikunj Mishra (Non-Executive Independent Director) Member 2 2
Dr. Tanuja Pudhierkar (Non-Executive Non- Independent Director) Member 2 2

C. STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC)

The Stakeholders Relationship Committee comprises of followingDirectors:

1. Mr. Nikunj Mishra

2. Mr. Madan Pendse and

3. Dr. Tanuja Pudhierkar

The composition of the Stakeholder Relationship Committee is incompliance with the provisions of Section 178 of the Act.

Meeting and Attendance

The Committee met Once (1) in financial year 2019-20 viz; 23 rdMay 2019.

Name of the Director Designation in Committee

Number of Meetings

Held Attended
Mr. Madan Pendse (Non-Executive Independent Director) Chairman 1 1
Mr. Nikunj Mishra (Non-Executive Independent Director) Member 1 1
Dr. Tanuja Pudhierkar (Non-Executive Non- Independent Director) Member 1 1

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

The Committee consisted of the following Members:

1. Mr. Vinay Uchil

2. Dr. Tanuja Pudhierkar

3. Mr. Madan Pendse and

4. Mr. Nikunj Mishra

The composition of the CSR Committee is in compliance with theprovisions of Section 135 of the Act. Meeting and Attendance

The Committee met Once (1) in financial year 2019-20 viz; 23 rdMay 2019.

Name of the Director Designation in Committee

Number of Meetings

Held Attended
Mr. Vinay Uchil (Chairman and Wholetime Director) Chairman 1 1
Dr. Tanuja Pudhierkar (Non-Executive Non-Independent Director) Member 1 1
Mr. Madan Pendse (Non-Executive Independent Director) Member 1 1
Mr. Nikunj Mishra (Non-Executive Independent Director) Member 1 1

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section 5 of Section 134 of the Companies Act 2013the Directors confirm that:

a) in the preparation of the annual accounts for the Financial Yearended 31st March 2020 the applicable accounting standards had been followedalong with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at 31st March2020 and of the profit of the company for that period;

c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

d) the directors had prepared the annual accounts for Financial Yearended 31st March 2020 on a going concern basis; and

e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively the details in respect of adequacy of internal financial controlswith reference to the Financial Statements have been mentioned subsequently in thisreport.

f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

8. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration ofIndependence as required pursuant to section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as provided in section 149 (6) of theCompanies Act 2013 as amended and Regulation 16 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘the Listing Regulations') asamended.

The Board took on record the declaration and confirmation submitted bythe Independent Directors regarding their meeting the prescribed criteria of independenceafter undertaking due assessment of the veracity of the same as required under Regulation25 of the Listing Regulations 2015. The Ministry of Corporate Affairs vide its circulardated 22nd October 2019 further amended the Companies (Appointment andQualification of Directors) Rules 2014 by requiring an Independent Director to applyonline to the Indian Institute of Corporate Affairs for inclusion of his/her name in thedata bank for such period till he/she continues to hold office of an independent directorin any Company. The Independent Directors were also required to submit a declaration ofcompliance in this regard. All the Independent Directors of the Company have submitted thedeclaration with respect to the same.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 23 rdMay 2019. under the Chairmanship of Mr. Madan Pendse Independent Director interalia todiscuss evaluation of the performance of Non-Independent Directors the Board as a wholeevaluation of the performance of the Chairman taking into account the views of theExecutive and Non-Executive Directors and the evaluation of the quality content andtimeliness of flow of information between the management and the Board that is necessaryfor the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overallperformance of the Directors and the Board as a whole.

9. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR

Your Board has adopted a Nomination and Remuneration Policy foridentification selection and appointment of Directors Key Managerial Personnel (KMPs)and Senior Management Personnel (SMPs) of your Company. The Policy provides criteria forfixing remuneration of the Directors KMPs as well as other employees of the Company. ThePolicy enumerates the powers roles and responsibilities of the Nomination andRemuneration Committee. Your Board on the recommendations of the Nomination andRemuneration Committee appoints Director(s) of the Company based on his / hereligibility experience and qualifications and such appointment is approved by the Membersof the Company at General Meetings.

The Managing Director and Whole-time Directors (Executive Directors)are appointed for a period of three years. Independent Directors of the Company areappointed to hold their office for such term as may be fixed by the Board andShareholders. Based on their eligibility for re-appointment the outcome of theirperformance evaluation and the recommendation by the Nomination and RemunerationCommittee the Independent Directors may be re-appointed by the Board for another term offive consecutive years subject to approval of the Members of the Company. The DirectorsKMPs shall retire as per the applicable provisions of the Companies Act 2013 and thepolicy of the Company. While determining remuneration of the Directors KMPs and otheremployees the Nomination and Remuneration Committee ensures that the level andcomposition of remuneration are reasonable and sufficient to attract retain and motivatethem and ensure the quality required to run the Company successfully.

The Company pays remuneration to Independent Directors by way ofsitting fees. Non-Executive Non-Independent Directors of your Company do not accept anysitting fees / commission. Remuneration to Directors is paid within the limits asprescribed under the Companies Act 2013 and the limits as approved by the Members of theCompany from time to time. The Nomination and Remuneration Policy is enclosed as AnnexureII.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE ACT

During the reporting period your Company has not granted any LoansGuarantees Investments and Security in violation of Section 186 of the Companies Act2013 and rules made thereunder.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no material contracts or arrangements with related partiesduring the year under review as referred in sub-section(1) of section 188 of the CompaniesAct 2013 and hence disclosure in Form AOC-2 is not applicable. Further the disclosure oftransactions with related parties for the year 2019-20 as per accounting standard 18forms part of notes to accounts.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY

The material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year and the date ofthis report are given below.

GLOBAL PANDEMIC - COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in Indiais causing significant disturbance and slowdown of economic activity. In many countriesbusinesses are being forced to cease or limit their operations for long or indefiniteperiods of time. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of nonessential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown.COVID-19 is significantly impacting business operation of the companies by way ofinterruption in production supply chain disruption unavailability of personnel closure/ lockdown of production facilities etc. On 24th March 2020 the Government ofIndia ordered a nationwide lockdown for 21 days which further got extended till 3rdMay 2020 to prevent community spread of COVID-19 in India resulting in significantreduction in economic activities.

MIGRATION APPLICATION

The Company had sought approval from Shareholders through Postal Ballotwhich was passed on Friday 12th July 2019 for Preferential Issue andsubsequent Migration to Main Board of National Stock Exchange (NSE). However as perprovisions of Section 62 and Rule 13(2)(e) of Companies (Share capital and Debentures)Rules 2014 Act 2013 the allotment of securities on Preferential basis passed throughSpecial Resolution shall be completed within 12 months from the date of passing of thespecial resolution and additional compliance as applicable to Main Board listed company asper provisions of SEBI (Listing Obligations and Disclosure Requirement) is to be made.

Due to unavoidable circumstances Company was not able to comply withthe additional applicable SEBI LODR requirements within the period of 12 months from thedate of passing of special resolution and hence the application was withdrawn.

The Company shall approach the Shareholders for fresh approval byissuing new Postal Ballot Notice shortly

13. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars in respect of conservation of energy technologyabsorption and foreign exchange earnings and outgo as required under Section 134(3)(m) ofthe Act read with the Companies (Accounts) Rules 2014 is appended as Annexure III tothis Report.

14. RISK MANAGEMENT FRAMEWORK

RISK AND CONCERNS

Risks and concerns as follows:

There could be possibility that your Company may not be able to meetcertain delivery obligations including timelines of delivery due to which it couldbecome liable to claims by customers suffer adverse publicity and incur substantialcosts which in turn could adversely affect the results of operations of the Company.Business may suffer if the Company fails to keep pace with rapid changes in technology andthe industries on which it focuses. Products are being manufactured from manufacturingfacilities located in the Mumbai and Goa. Any disruption or suspension in the productionprocess in this facility can significantly impact Company's ability to servicecustomer needs. If Company fails to keep technical knowledge and process know-howconfidential it may suffer a loss of competitive advantage. The Company's businessis not of continuous production in nature thus resulting in varied results for differentoperating periods as well as Balance Sheet situations.

RISK MANAGEMENT POLICY

The Board of Directors and the team of professionals employed by theCompany in various departments constantly review the risk management of the Company andensure its effectiveness. The finance team has an additional oversight in the area offinancial risks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.

However the Company has not faced any risk which in the opinion of theBoard may threaten the existence of the company.

Policy relating to Risk Management can be accessed on company'swebsite viz; www.marineelectricals.com

15. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear under review are set out in Annexure IV of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. The CSRpolicy is available on company's website viz; www.marineelectricals.com

16. VIGIL MECHANISM

The Company has adopted Vigil Mechanism and Whistle Blower Policy forDirectors and Employees in compliance with the provisions of Section 177(10) of the Actto report genuine concerns and to provide for adequate safeguards against victimization ofpersons who may use such mechanism.

During the year no personnel of the Company was denied access to theAudit Committee and no complaints were received. The said policy is also available oncompany's website viz;www.marineelectricals.com

17. ANNUAL EVALUATION AND PERFORMANCE OF THE BOARD

Pursuant to the provisions of the Act the Board has carried out anannual evaluation of its own performance performance of the Directors as well as theevaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluationcriteria for the Board its Committees and Directors.

The Board's functioning was evaluated after taking inputs from theDirectors on various aspects including interalia degree of fulfillment of keyresponsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.

The Committees of the Board were evaluated after taking inputs from theCommittee members on the basis of criteria such as degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination and Remuneration Committee had reviewedthe performance of the individual directors on aspects such as attendance and contributionat Board/ Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition the Chairman was also evaluated on key aspects of hisrole including setting the strategic agenda of the Board encouraging active engagementby all Board members.

The performance evaluation of the Independent Directors was carried outby the entire Board excluding the Director being evaluated. The performance evaluation ofthe Chairman and the Non-Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors performance ofNon-Independent Directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andNon-Executive directors.

18. SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

During the year the Board of Directors reviewed the affairs of thesubsidiaries. In accordance with Section 129(3) of the Act the Company has preparedconsolidated financial statements of the Company and all its subsidiaries which form partof the Annual Report.

In accordance with Section 136 of the Act the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on Company'swebsite www.marineelectricals.com. These documents will also be available for inspectionduring working hours at our Registered Office of the Company.

The Policy for determining material subsidiaries as approved may beaccessed on the Company's website www.marineelectricals.com.

Performance and contribution of each of the Subsidiaries Associatesand Joint Ventures as per Rule 8 of Company's (Accounts) Rules 2014 a report on theFinancial Performance of Subsidiaries Associates and Joint Venture Companies along withtheir contribution to the overall performance of the Company during the financial yearended 31st March 2020 is annexed to this Board's report (Annexure - V).

19. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

The Company has neither accepted nor renewed any deposits during thefinancial year 2019-20 in terms of Chapter V of the Act.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

No significant and material orders have been passed by any regulator orcourts or tribunals which shall impact the going concern status and operations of yourCompany in future.

21. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial control withreference to financial statements.

The Company has adopted accounting policies which are in line withSection 133 and other applicable provisions if any of the Act read together with theCompanies (Indian Accounting Standards) Rules 2015.

The Company in preparing its financial statements makes judgments andestimates based on sound policies and uses external agencies to verify/ validate them asand when appropriate. The basis of such judgments and estimates are also approved by theStatutory Auditors and Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of internalcontrol system accounting procedures and policies adopted by the Company for efficientconduct of its business adherence to Company's policies safeguarding ofCompany's assets prevention and detection of frauds and errors and timelypreparation of reliable financial information etc. Based on the report of internal auditfunction process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

To broad-base the Board Mr. Shailendra Shukla was regularised asNon-Executive Non-Independent Director of the Company by Shareholders in the AnnualGeneral Meeting held on 16th September 2019. However two Additional Directors(designated as NonExecutive Independent Director) Mr. Vikas Jaywant and Mr. Mohan Raowere inducted on the Board through circular resolution passed on 24th February2020 and 30th May 2020 respectively.

During the year under review Mr. Vinay Uchil (DIN: 01276871) Chairmanand Wholetime Director Mr. Venkatesh K. Uchil (DIN: 01282671) Managing Director Mr.Madan Pendse (DIN: 07650301) Non-Executive Independent Director Mr. Nikunj Mishra (DIN:03589730) Non-Executive Independent Director Dr. Tanuja Pudhierkar (DIN: 08190742)Non-Executive Non-Independent Director and Mr. Shailendra Shukla (DIN: 08049885)Non-Executive Non-Independent Director continued to be appointed on the Board

RETIREMENT BY ROTATION

The Independent Directors hold office for a fixed term as decided fromthe date of their appointment and are not liable to retire by rotation. The Companies Act2013 mandates that at least two-thirds of the total number of directors (excludingindependent directors) shall be liable to retire by rotation. Accordingly Mr. ShailendraShukla (DIN 08049885) being the longest in the office amongst the directors liable toretire by rotation retire from the Board by rotation this year and being eligible haveoffered their candidature for re-appointment.

Brief details of Mr. Shailendra Shukla (DIN 08049885) Director who isseeking re-appointment is given in the notice of Annual General Meeting.

KEY MANAGERIAL PERSONNEL (KMP)

The details with respect changes in KMP during the Financial Year2019-20 is as under:

Particulars Designation Appointment Date Resignation Date
1 Mr. Vinay K Uchil Chairman & Whole Time Director 1st August 2018 -
2 Mr. Venkatesh K Uchil Managing Director 1st August 2018 -
3 Mr. Rohit Shetty Chief Financial Officer 3rd August 2018 19th October 2019
4 Mr. Aditya Desai Chief Financial Officer 14th November 2019 24th June 2020
5 Ms. Vedashri Chaudhari Company Secretary & Compliance Officer 7th December 2018 23rd May 2019
6 Ms. Reesha Ratanpal Company Secretary & Compliance Officer 20th July 2019-

23. AUDITORS

A. STATUTORY AUDITORS

The current statutory auditor Saini Pati Shah & Co LLP (Formerlyknown as SGJ & Co) Chartered Accountants registered with the Institute of CharteredAccountants of India vide registration number 137904W / W100622 were appointed asStatutory Auditors for a period of 5 years in the AGM held on 31st August 2018.

Accordingly Saini Pati Shah & Co LLP (Formerly known as SGJ &Co) Chartered Accountants Statutory Auditors of the Company will continue till theconclusion of Annual General Meeting to be held in 2023. In this regard the Company hasreceived a Certificate from the Auditors to the effect that their continuation asStatutory Auditors would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

There are no qualifications reservations or adverse remarks ordisclaimers made by Statutory Auditor of the Company in audit report.

B. INTERNAL AUDITOR

The Board of Directors of the Company have appointed Prasanna V.Pakkala Chartered Accountant (Membership No: 103201) as Internal Auditors to conductInternal Audit of the Company for the Financial Year ended 31st March 2020.

C. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors in their meeting held on 23 rd May 2019 have appointed CSSheetal

Khandelwal Kothari Company Secretary in Wholetime Practice asSecretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year2019-2020. The Secretarial Auditors Report issued by CS Sheetal Khandelwal KothariCompany Secretary in Wholetime Practice in Form MR-3 is annexed to this Board'sReport (Annexure - VI). The Secretarial Auditors Report does not contain anyqualifications reservation or adverse remarks.

D. COST AUDITOR

Maintenance of cost records as specified by the Central Governmentunder Section 148 of the Companies Act 2013 is not applicable to the Company.

24. REPORTING OF FRAUDS

There are no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or Board underSection 143(12) of Act and Rules framed thereunder.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34(2) read with Schedule V of the ListingRegulations Management and Discussion and Analysis Report is been annexed at AnnexureVII.

26. PARTICULARS OF EMPLOYEES

A statement comprising the names of top 10 employees in terms ofremuneration drawn and every persons employed throughout the year who were in receipt ofremuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure VIII and forms an integralpart of this annual report.

The disclosures in terms of the provisions of Section 197(12) of theAct read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in Annexure IX to this Report.

There were no employee who receives remuneration of Rs. 850000/- permonth or Rs. 10200000/- per annum.

27. EMPLOYEES STOCK OPTION SCHEME

Your company has not granted any Employee Stock Options during the yearunder review.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.

The Company has devised a sound Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013 with the proper composition of members.

The Company is committed to provide a safe and conducive workenvironment to its employees. Your Directors further state that during the year underreview there were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

The Company has constituted an Internal Complaints Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The Company has not received any complaints during the year.

29. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the financial year the Company has complied with the applicableSecretarial Standards i.e SS-1 and SS-2 as issued by the Institute of the CompanySecretaries of India.

30. CORPORATE GOVERNANCE

Since the Company' securities are listed on Emerge SME Platform ofNSE by virtue of Regulation 15 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the compliance with the corporate governance provisions asspecified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V are not applicable to the Company. HenceCorporate Governance does not form part of this Board's Report.

31. ACKNOWLEDGMENTS

Your Directors express their sincere appreciation for the co-operationreceived from shareholders bankers and other business constituents during the year underreview. Your Directors also wish to place on record their deep sense of appreciation forthe commitment displayed by all executives officers and staff resulting in thesuccessful performance of the Company during the year

On behalf of the board of directors
Sd/- Sd/-
Mr. Vinay K. Uchil Mr. Venkatesh K. Uchil
Chairman and Whole Time Director Managing Director
DIN:01282671 DIN: 01276871
Date: 30th July 2020
Place: Mumbai

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