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Mercury Laboratories Ltd.

BSE: 538964 Sector: Health care
NSE: N.A. ISIN Code: INE947G01011
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NSE 05:30 | 01 Jan Mercury Laboratories Ltd
OPEN 320.00
PREVIOUS CLOSE 335.50
VOLUME 61
52-Week high 350.00
52-Week low 212.00
P/E 10.16
Mkt Cap.(Rs cr) 39
Buy Price 320.00
Buy Qty 15.00
Sell Price 352.00
Sell Qty 2.00
OPEN 320.00
CLOSE 335.50
VOLUME 61
52-Week high 350.00
52-Week low 212.00
P/E 10.16
Mkt Cap.(Rs cr) 39
Buy Price 320.00
Buy Qty 15.00
Sell Price 352.00
Sell Qty 2.00

Mercury Laboratories Ltd. (MERCURYLABS) - Director Report

Company director report

To

The Members

Mercury Laboratories Limited

Your Directors have pleasure in presenting the 38thAnnual Report of MercuryLaboratories Limited (the Company) on the business and operations of the Company togetherwith the audited financial statements for the financial year endedonMarch312019.

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY

The financial performance of the Company for the financial year ended March 31 2019along with figures of previous financialyear issummarizedbelow:

PARTICULARS (Rs. in Lacs)
2018-19 2017-18
Revenue from Operations 5552.10 5240.46
Gross Profit before Depreciation Interest & Tax 676.64 483.73
Less: Interest 108.81 90.69
Less: Depreciation 162.78 147.45
Profit/(Loss) before Exceptional Items & Tax 405.05 245.59
Exceptional Items
Profit/(Loss) before Tax 405.05 245.59
Less: Current Tax including Income Tax of Previous Year & Deferred Tax 121.43 44.26
Profit/(Loss) from Continuing Operations 283.61 201.33
Profit/(Loss) from discontinued operations
Tax expense of discontinued operations
Profit/(loss) from Discontinued operations (after tax)
Profit/(Loss) for the Period 283.61 201.33
Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss
A (ii) Income tax relating to items that will not be reclassified to profit or loss
Total other comprehensive income (A (i -ii))
Total comprehensive income for the period 283.61 201.33
"Earning Per Share
Basic 23.63 16.78
Diluted 23.63 16.78

"Equity Shares are at par value of INR 10 per share.

2. Dividend:

YourDirectors are pleasedto recommend payment of dividend INR 1.50 per equity share offace value of INR 10 each for the year ended on March 31 2019 absorbing Rs. 21.70 Lacsincluding Tax on Dividend which will be if approved paid to the Shareholders holdingshares as on September 21 2019 after business hours. The dividend declared/recommended isin accordance with the principles and criteria as set out in the Dividend DistributionPolicy.

TheDividendDistribution Policy of the Company issetoutasAnnexureA.

3. Transferto Reserves:

The Company proposes to transfer Rs. 200 lacs to the General Reserve out of the amountavailable for appropriation andanamountof Rs.99.31 lacsisproposedtoberetainedintheStatementof Profitand LossAccount.

4. FinancialPerformanceandOperationsReview:

During the year under review the Company yielded Revenue from operations ofINR 5552.10lacs and earned Gross Profit before depreciation interest and tax of INR 676.64 lacs withNet Profit of INR 283.61 Lacs as against Revenue from operations of INR 5240.46 GrossProfit before depreciation and Interest and tax of INR 483.73 lacs with Net Profitof INR201.33 Lacsof previous year respectively.

5. FutureProspects:

We already have one of the high quality WHO GMP compliance oral manufacturing facilityas well as we have added

WHO GMP compliance parenteral manufacturing facility at Gorwa and established wellequipped Quality Assurance and Quality Control Laboratories at Jarod. This facility willhelp us to produce our products as per international standard and expect number ofagencies to inspect and approve the plant for regulatory market. Our expected agencies areHealth Ministry of Malta Health Ministry of HungaryHealth Ministry Philippines HealthMinistry of Peru as well as African Countries during the period 2019-20. We expect biggerboost up in our export sales in these countriesin future and also expect growth inourdomesticmarket.

We further aggressively take up ethical marketing by implementing mobile App foreffectively monitoring and this will also help to implement our marketing strategy whichultimately results into domestic growth of our branded products.

Our philosophy is to ensure that our brand products such as K-Stat Group T-Stat GroupMerizyme Group K-Win GroupPromolact GroupOvaryl GroupZidust and Cliarway willcontribute more and increase prescription waves of theseproducts.

We also realize very high competition in institutional business and government businesswhich lead to erosion of profit. Under that circumstances we are restricting ouractivities of institutional and government business in certain states.We are expanding ourinstitutional and government business in untracked states where margins are high. We haveaggressively planned in export business to achieve higher business in Export DeemedExport Direct Export andweexpectsalesgrowth of approximate 40-50%.

Since government of India spending 1.5% GDP in health sector and for that they havecome out with program such as AyushmanBharatJanAushadetc. scheme along with enhancementofprimary health sector with testingand modem equipment. This will help to cover more Indianpopulation which requires large quantity of medicines. We look this program as anopportunity to penetrate our company and our brands to health care program and enhance thebusiness.

Government of India has introduced and simplified the act and the rules along withdigitization and automation to effectively implement GST Labour Law Income Tax lawa andother company laws to make things easier for manufacturers. However due to initial stageof digitization we are working hard and trying to meet all government laws.

MANAGEMENT DISCUSSIONSANDANALYSIS

As stipulated by regulation 34(3) read with Schedule V(B) of the Listing RegulationsManagement Discussion and Analysisformspartsof this report.

a) Industry Structure and Development

Our nation made number of changesin last2 yearsandexpectto change by creating messageto common people that they get quality product with reasonable price. Government of Indiaalso ensures that all Indians must get medical treatments. They come out with number ofsupportive scheme in the healthcare segment which ultimate lead to health for all.Government's participation to more generate business in the pharmaceutical to the largeextent and we being partofthis activity.This willcontinuetogive future scope ofexpansion.

Government of India and their dynamic approach towards easy to business have madenumber of changes in different Act and Rule and making online enforcement as well asreducing interface between government and manufacturers from time to time. This will helpcompany like us to easily meet the demand and focus more on businessand expand thebusinesstomeet governmentrequirements fromtime to time.

As government spell out Ayushman Bharat to cover atleast 50 crores under healthcarescheme and we will be part of that scheme by providing good quality of drugs to theagencies.Necessary change in the structure is made in our systemas perthe law fromtime totime.

Sincelast2-3 decades scienceand technology hasgiven tremendousinputs to health systemsandimprovethe life of common people and extended life span of Indian upto 68 years asaverage life span. This may be possible because Indian Pharma Companies take challenges ofScience and Technologies and new methods re-engineering techniques. Indian companiesintroduced new molecules which are less harmful. The Pharma companies madeproductsavailable in the remote placesof our country.

b) OutlookRisksandConcerns

Indian Pharmaceutical Industry is estimated to grow at 12% to 14% in years to come. TheGovernment of India had unveiled "Pharma Vision 2020" aiming at making India aglobal leader manufacturing. Many Indian companies are focusingon globalgenericandAPIemerging as preferredpharmaceuticals manufacturing location.

Price control order under NPPA who arbitrarily reduced some of the price of the drugsmay affect us in future.

However we are continuously introducing new products and balancing our product portfolio so that eventually molecules comes under NPPAand we may not be affected and ourbottom line remain the same. In next 2-3 years more than 17-20 billion worth medicineswill go off patent and this will help our company to take advantage of the patentproducts.

Increasing use of pharmaceutical generics in developed markets to reduce healthcarecost will provide attractive growth opportunities to generics manufacturers and thusIndian Pharmaceutical industry is poised for an accelerated growth in the comingyears.However poor public healthcare funding and infrastructure low per capitalconsumption of medicines in developing and underdeveloped countries including Indiacurrency fluctuations regulatory issues inflation and resultant all round increase ininput costs are few causes of concern. The business remains exposed to risks arising outof currency movements regulatory changes as well as geo-political events. As anorganization Company is continuouslydevelopingcapabilities and competencies to copewithtough industry environment.

c) FinancialPerformanceand Operation Review

During the year under review the Company yielded Revenue from operations ofINR 5552.10lacs and earned Gross Profit before depreciation interest and tax ofINR 676.64 lacs withNet Profit of INR 283.61 Lacs as against Revenue from operations of INR 5240.46 GrossProfit before depreciation and Interest and tax of INR 483.73 lacs with Net Profit of INR201.33 Lacsof previous year respectively.

These regulatory issues continue to adversely impact the Company's business. TheCompany's business in the emerging markets also suffered due to significant currencyfluctuations. The Company is implementing comprehensive remedial measures at all itsmanufacturing sites to ensure quality and regulatory compliances.These remedial measuresincluded review of all processes and procedures revamping of training system recruitmentof senior quality personnel as well as automation of quality control laboratories.Yourcompany is committed in resolving these issues at the earliest. The Company is alsocommitted to its philosophy of highest quality in manufacturing operations systemintegrity and GMP culture. Your management is confident that implementation of remedialmeasures willensure that the company willregain all its regulatory approvals.

Rs. in Lacs
Break-up of Sales 2018- 19 2017- 18 Growth / In terms of Value (Degrowth) In terms of %
Domestic 3502.57 3883.03 (380.46) (9.79)
Erga Sales 116.52 123.32 (6.80) (5.51)
Deemed Exports 452.87 292.49 160.38 54.83
Direct Exports 1480.14 941.62 538.54 57.19
Total 5552.10 5240.46 311.64 5.95

During the financial year under reportthe domestic sales of products of the Companyamounted to INR 4071.96lacs as against INR 4298.84 lacs in the previous year which reflectdecrease 5.28% and in value INR 226.88 Lacs. Whereas the International Business (export)amounted to INR 1480.14 Lacs as against INR 941.62 lacs in the previous year whichwasincrease by 57.19%and invalueINR538.54Lacs.

d) InternalControl System andits adequacy

The Company has adequate internal control system including suitable monitoringprocedures commensurate with its size and the nature of the business. The internal controlsystem provide for all documented policies guidelines authorization and approvalprocedures. The Company has appointed internal auditor which carries out audits throughoutthe year. The statutory auditors while conducting the statutory audit review and evaluatethe internal controls and their observations are discussed with the Audit Committee of theBoard. Further the Company has in place adequate Internal Financial Controls withreferenceto financial statements.During the year such controls were testedand noreportable material weakness inthe designor operationswere observed.

e) HumanResources

The human resources plays a vital role in the growth and success of an organization.The Company has maintained cordial and harmonious relations with employees across variouslocations.At the core of our success is our people and have been working towards keepingthem engaged and inspired.During the year under review various trailing and developmentworkshops were continued to be conducted to improve the competency level of employees withan objective to improve the operational performance of individuals.The company has built acompetent team to handle challenging assignments. The Company strives to enhance thetechnical work related and general skills of employeesthroughdedicatedtrainingprogramsonacontinuous basis.

The Company has 697employeesason March 312019.

f) Formulation andDevelopments

Company always considering Formulation and Development as crucial for sustain growth ofthe company.Company always try to introduce newer and newer drugs delivery system forensuring products available as regard to time and enhancing therapeutic value.

To achieve this objective we have experienced and qualified pharmacists whose activityis to maintain and find out newer and newer delivery system as well as re-engineeringinnovative process. This will help the companytomaintainmaterial consumptionratio.

g) Cautionary Statement

Certain statement in the management discussion and analysis may be forward lookingwithin the meaning of applicable securities law and regulations and actual results maydiffer materially from those expressed or implied.

Factors that would make differences to company's operations include competition pricerealization Drugs Price Controls currency fluctuations regulatory issues changes ingovernment policies and regulations tax regimes economic development within India and theCountries in which the company conducts business and other incidental factors.

6. Directors11Responsibility Statement

YourDirectors state that:

a. in the preparation of annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under ScheduleIII totheAct have been followed and there are no materialdepartures fromthe same;

b. the Directors have 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 March 31 2019 and of the Profit ofthe Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the this Act for safeguarding theassets of the Company and for preventing anddetecting fraud andotherirregularities;

d. the Directorshaveprepared theannual accountsona"going concern"basis;

e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate andareoperatingeffectively; and

f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and thatsuchsystems are adequate andoperating effectively.

7. Directorsand KeyManagerialPersonnel

During the year under reviewfollowing changesoccurred in theposition of Directors/KMPs of the Company:

a. Mr. Paresh J Mistry Director of the Company who retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for reappointment.The retirementof director by rotation at the ensuingAnnual General Meeting is determinedin accordancewith the provisions of the CompaniesAct 2013.

b. During the year under review the board of directors on the recommendations of theNomination and Remuneration Committeehad appointed Mr.PareshJ Mistry as Director of theCompany.

c. During the year under review Mr.Dilip Shah was appointed as Director of the Companywith effect fromNovember 01 2018.

d. Mr. Mukesh Khanna Company Secretary of the Company resigned from the Company witheffect from May 31 2019. His resignation was accepted and approved by the Board ofDirectors at its meeting held on May 292019.

e. The Board of Directors recommended to re-appoint Mr.Divyakant R Zaveri and Mr.BharatD Mehta as an Independent Director of the Company at the ensuing Annual General Meetingfor period of 5 (Five) years.

Necessary resolutions for appointment /reappointment oftheaforesaid directors and theirdetailed profiles have been included in the notice convening the ensuing AGM and detailsof proposal for appointment / reappointment are mentioned in the explanatory statementofthe notice.Your directorscommend their appointment/re-apoinntment.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.

KeyManagerialPersonnel

1. Mr.RajendraR. ShahManaging Director

2. Ms.PayalDoshiCFO

3. Mr.MukeshKhannaCompany Secretary(uptoMay312019)

8. Number of Meetingsof the Board

Four Meetings of the Board were held during the year on May 28 2018 August 14 2018November 01 2018 and January 30 2019. For details of the meetings of the Boardpleaserefer to the Corporate Governance Report which formspart ofthisreport.

9 . Policyon Directors'Appointment and Remunerationand other details

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of theActmaybe accessedon the Company's website atthelink:http://www.mercurylabs.com.

10 . Board Evaluation

Pursuant to SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015mandates that the Board shall monitor and review the Board evaluation framework.TheCompaniesAct 2013 states that a formal annual evaluation needs to be made by the Board ofits own performance andthatofits committees and individualdirectors.Schedule IV of theCompanies Act 2013 states that performance evaluation of independent directors shall bedone by the entire Boardof Directors excluding the Director being evaluated.

The Board of Directors has carried out an annual evaluation ofits own performanceBoard committees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(SEBI) under SEBI (Listing Obligations and Disclosures Requirements) Regulations2015.

The performanceof the Board wasevaluated bythe Boardafter seeking inputsfrom allthedirectorsonthe basis ofthe criteria such as the Board composition and structureeffectiveness of board processes Information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basisofthe criteriasuch as the compositionofcommitteeseffectivenessof committee meetingsetc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performanceof the Individual Directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetingsetc.Inadditionthe Chairmanwas also evaluatedonthe keyaspectsof his role.

In a separate meeting of independent Directors performance ofnon-independentdirectors performance ofthe board as a whole and performance of the Chairman wasevaluatedtaking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directorsatwhich the performance ofthe Boardits committeesandindividualdirectorswas also discussed.

11 . Internal Financial Control Systems and theiradequacy

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysiswhich forms partofthis report.

12 . Audit Committee

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which formspart ofthisreport.

13 . ShareCapital

The paid-up Equity Share Capital of the Company as at March 312019 is INR 120 Lacs.The Company currentlyhas nooutstandingshares issued withdifferential rights sweatequityorESOS.

14 . Risk Management

The Board of the Company has formed a Risk Management Policy to frame implement andmonitor the risk management plan for the Company. The Audit Committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The Audit Committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

15 . SafetyEnvironmentand Health

The Company considers safety environment and health as the management responsibility.Regular employee training programsare carriedout inthemanufacturingfacilitiesonsafetyenvironmentand health.

16 . ParticularsofLoansGuaranteesor Investments

The Company has not provided any loans and guarantees and no investments made pursuantto Section 186 of the CompaniesAct 2013 during the yearended onMarch 312019.

17 . Particularsofcontracts or arrangements withrelated parties:

Allcontracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis and in compliance of the provisions of Section 188 of the Companies Act 2013 &rules made there under and Listing Agreement & SEBI (Listing Obligations andDisclosures Requirement) Regulation 2015. The Company had not entered into any contract/arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company.The Policy dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://www.mercurylabs.com. All the related party transactions are placed before theAudit Committee as also Board forapproval/Ratification.

Prescribed form AOC -2 pursuant to Section 134 (3) (h) of the Companies Act 2013& Rule 8(2) of the Companies (Accounts)Rules2014 is furnishedasAnnexure-Btothisreport.

18 . Corporate Social Responsibility (CSR)

Though not mandatory in terms of Section 135 of Companies Act 2013 the Company hasformulated Corporate Social Responsibility (CSR) Policy in accordance with Section 135 ofthe Companies Act 2013 and reconstituted CSR Committee with on May 14 2015 with Mr. D.R.Zaveri and Ms. Poornima Karvat and Mr.Bharat Mehta three independent directors and Mr.Rajendra R. Shah Managing Director and Dilip Shah Director of the Company.

However the Company has been pursuing CSR activities in the area of promotion ofeducation in medical field by providing scholarship and other amenities to the medicalstudents.The CSR policy of the Company is placed on the website oftheCompanywww.mercurylabs.com.

19 .Policyonpreventionprohibitionand redressal ofsexualharassmentat workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under.

The Policy aims to provide protection to employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment whereemployees feelsecure.

The Company has not received any complaint of sexual harassment during the financialyear 2018-19. The policy on Prevention Prohibition and Redressal of Sexual Harassment ofWomen at work place is placed on website of the Company www.mercurylabs.com.

20 . VigilMechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policyto provide a formal mechanism to theDirectors and employeesto report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.The Whistle Blower Policy is posted on the website oftheCompanywww.mercurylabs.com.

21 . Significant andmaterial orders passedby theregulatorsorcourts.

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concernstatusoftheCompany and its futureoperations.

22 . ConservationofEnergyTechnologyAbsorptionForeignExchange Earningsand Outgo

The information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134 (3)(m) oftheAct read with Rule 8 ofTheCompanies (Accounts) Rules2014 is annexed asAnnexureC.

23 . ParticularsofEmployeesand Remuneration

Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules no employee of the Company was paid remuneration exceedingthe prescribed limits during the financial year 2018 - 2019. The information requiredunder Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in the Annexure-C forming part of the Report.None of the employeeslisted in the saidAnnexure is related toany Directorof the Company.

24. Auditors&TheirReports (1) StatutoryAuditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed there underat the Annual General Meeting held on September 14 2018 M/s.R J Shah & AssociatesChartered Accountants has been appointed as Statutory Auditor of the Company to holdoffice till conclusion of 41st annual general meeting to be held in the year 2022.TheCompanies (Amendment) Act 2017 has waived the requirement for ratification of theappointment of Statutory Auditors by the Shareholders at every Annual General Meeting.Hence the ratification of appointment of Statutory Auditors by your company isnotrequired.Accordingly StatutoryAuditor will continue to holdoffice till theconclusion ofthe41stAnnual General Meeting of the Company.

The Auditor's Report for the financial year 2018-2019 does not contain anyqualification reservation or adverse remark which requires any clarification/explanation.The Auditor's Report is enclosed with the financial statement inthisAnnualReport.There was no instance of fraud duringthe year under reviewwhich requiredthe statutory auditors to report to theAudit Committee and/or Boardunder Section 143(12)oftheAct andthe rules made thereunder. TheNoteson accounts referredto in theAuditor'sReportare self explanatory and therefore do not call for any further comments.

(2) SecretarialAuditors:

Pursuant to the provisions of the Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial Personnel) Rule 2014 the Board of Directors of theCompany had appointed M/s.Mitesh Rana & Co.a firmof Company Secretaries to carry outSecretarialAudit fortheyearended on March 312019.The SecretarialAudit ReportisannexedasAnnexure-E.

TheAuditors" Report and the SecretarialAudit Report for the financial year endedMarch 312019 do not contain any qualificationreservationadverse remark.

The Company has complied with the provisions of Secretarial Standards on Board Meetingsand General Meetings issuedby the Institute of Company Secretaries of Indiaand approvedbythe Central Government.

The Board of Directors of your Company has appointed M/s.Mitesh Rana & Co.CompanySecretaries Vadodara to carryout SecretarialAuditof yourCompany forFY2019-2020.

(3) CostAuditors:

Pursuant to the provisions of Section 148 read with Companies (Cost Records and Audit)Amendment Rules 2014 and as recommended by theAudit Committeethe Boardhad appointedM/s.V.M.Patel&AssociatesPracticing Cost Accountants Surat who have given theirconsent to act as Cost Auditors and laid on the table the consent letter received fromthem& confirmed that his appointment met therequirements of Section141(3)(g) of theActforthe year 2019-20andthathewas freefromdisqualification as specifiedundersection141readwith Section148 of theAct.

In terms of Rule 14 of the Companies (Audit and Auditors) Rule 2014 remunerationpayable to the cost auditors is required to be ratified by members.Accordingly an ordinaryresolution will be passed by members at the 38th Annual GeneralMeetingapprovingtheremuneration payable toM/s.V.M.Patel &Associates.

(4) InternalAuditors

The Board of Directors appointed M/s. Rachit Shah & Associates as Internal Auditorsof the Company for financial year 2019-2020.

25 . Deposits:

TheCompany has no unpaid and / or unclaimed deposit.The Company has accepted depositfrom Directors and their relatives the Shareholders and has complied with all applicableprovisions of the Companies Act relating to acceptance and renewal of deposits.

The detailsrelating to depositscoveredunder Chapter V of theActare asunder:

Particulars Amt. in Rs.
Accepted during the year from the Directors and members* 284.58
Remained unpaid or unclaimed as at the end of the year None
Whether there has been any default in repayment of deposits or payment of interest there on during the year and if so number of such cases and the total amount involved (i) at the beginning of the year;(ii) maximum during the year; and (iii) at the end of the year None

26 . ExtractofAnnual Return

As provided under Section 92(3) of theAct the extract of annual return is giveninAnnexure-F in the prescribed Form MGT-9which forms part ofthisreport.

27 . MaterialChange &Commitmentsifany

Thereis nomaterial changes and commitmentsthat wouldaffect financial position ofthecompany from the end ofthe financialyear ofthe company towhich thefinancialstatementsrelateand thedateof director'sreport.

28 . Corporate Governance Report

As stipulated by Regulation 34(3) read with Schedule V(C) of the ListingRegulationsCorporate Governance Report forms part of thisAnnual Report Annexed to thesaid report is the Auditor's Certificate as prescribed under Schedule V(E)oftheListingRegulations certifyingcompliance withconditionsof corporate governance.

29 . Independent Directors

The Independent Directors of the Company have given the declaration and confirmation tothe Company as required under Section 149(7) of the Companies Act 2013 and Regulation25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015confirming thatthey meet the criteria of independence and that they are not aware of anycircumstances or situation which exists or may be reasonably anticipated that could impairor impact their ability to dischargetheirduties with anobjective independentjudgementandwithoutany externalinfluence.

The Board of Directors of the your company confirms that the Independent Directorsfulfill the conditions specified in Section 149 (6) of the Act and Regulation 16(1)(b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations2015andareindependentofthemanagement.

30 . Acknowledgment

The Board of Directors wish to place on record their appreciation for the continuedsupport extended by the Bankers Business Associates clients vendors and suppliersGovernment Authorities Employees at all levels and Stakeholdersin furthering theinterest oftheCompany.

Place: Vadodara On behalf of the Board of Directors
Date: May 29 2019
Rajendra R. Shah
Chairman & Managing Director
DIN: 00257253