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Modern Denim Ltd.

BSE: 500451 Sector: Industrials
NSE: MODERNDENM ISIN Code: INE01N301019
BSE 05:30 | 01 Jan Modern Denim Ltd
NSE 05:30 | 01 Jan Modern Denim Ltd

Modern Denim Ltd. (MODERNDENM) - Director Report

Company director report

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MANAGEMENT DISCUSSION AND ANALYSIS

The Members of Modern Denim Limited

Your Directors are pleased to present the 43rd Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the yearended 31st March 2021.

FINANCIAL PERFORMANCE

(Rs in Crores)

Particulars Year ended 31.03.2021 Year ended 31.03.2020
Revenue from Operations 22.33 67.62
Other income 4.04 3.09
Total revenue 26.37 70.71
Profit before finance cost and depreciation 2.05 (1.81)
Finance cost - -
Depreciation 0.94 0.98
Profit before exceptional items and tax 1.11 0.83
Exceptional Items (2.73) (3.15)
Profit/(Loss) before tax (1.62) (2.32)
Tax expense - -
Profit/(Loss) after tax (1.62) (2.32)
Other comprehensive income (Net of tax) (0.02) (0.06)
Total comprehensive income (1.64) (2.38)
Retained earnings at the beginning of the year (165.31) (163.17)
Retained earnings at the end of the year (166.93) (165.31)

OPERATIONS

During the Financial Year ended on 31st March 2021 your company achieved a turnoverof Rs 22.33 Crores as against Rs 67.62 Crores in the previous year. Because of difficultbusiness condition prevailing in the domestic textile market your Company has generatednet loss of Rs 1.64 crores as against net loss of Rs 2.38 Corers in the previous year.Your Company has taken several remedial steps to meet the challenges viz. measures ofsaving in cost at all fronts of operation optimize use of available resource etc. In viewof accumulated losses your Directors are unable to declare any dividend for the yearunder review.

There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.

EXPORTS

The exports of the Company during the year under review were Rs 0.53 crores as comparedto previous year of Rs 2.18 crores despite continued reversionary business ambiance in theglobal market. However the Company is continuing its efforts to enhance presence of itsproducts in overseas markets.

ANALYSIS AND REVIEW

Your Company is engaged in the business of denim fabric manufacturing. The Companymanufactures various types of denim fabrics including basic denim stretch denim ringmulti/mixed count denim cross hatch face & back denim & blended denim fabric.The Company's plant at Ahmedabad has a composite denim mill with installed productioncapacity of 30 MMPA. Our experienced marketing and designing teams ensure that ourproducts meet the latest trends in the denim market.

In the recent past denim markets across the world have witnessed a remarkable upswingin demand primarily from the new generation. Further people in rural areas of India areincreasingly adopting denim as a daily wear. The growing apparel market increasingadoption of denim and rising disposable incomes of Indian population are expected topresent humongous business opportunities to our Company.

Industry Overview

Our business is gaining momentum in the domestic market and expects the growth tocontinue in the coming years on account of changing dynamics of the Indian consumer base.We expect our Company to benefit substantially from the favourable driven for the Indiandenim industry as an increasing number of global denim manufacturers are looking at Indiaas an emerging denim export region owing to its quality standards cost effectiveness anda large pool of skilled workforce.

Outlook Opportunities Threats Risks and concerns

The demand for denim has been continuously rising in India and is expected to growmanifold in the coming years. India is being positioned as one of the leadingmanufacturers and exporters of denim owing to its quality standards cost effectivenessand a large pool of skilled workforce. Moreover higher disposable income westernisationof clothing culture and growing popularity of denim jeans as a business casual wear isexpected to drive future growth of Denim Industry.

IMPACT OF GLOBAL CRISIS: COVID-19 PANDEMIC

The impact of the second COVID wave started showing up from end of March'21 and withinfew weeks most of the State Government Imposed Lockdown and various curbs to control thespread of virus.

The Corona virus Pandemic is having a deep Impact on businesses and has already causedan unprecedented collapse in economic activities.

The Covid-19 impact remains a serious concern for governments and businesses. TheCompany has implemented Standard Operating Procedures of social distancing workplacesanitisation and employee health monitoring and these are being followed strictly acrossall its manufacturing locations and its registered office. Company has also taken variousInitiatives focusing on safeguarding workforce health. Further Company is also takingeffective steps to control cost in all quarters and assess how profitability revolvingcredit and cash flows can support ongoing operations in a low revenue environment.

SCHEME OF ARRANGEMENT FOR THE MERGER OF THE COMPANY INTO MODERN INSULATORS LIMITED

The Board of Directors of your Company had approved the merger/amalgamation of theCompany with Modern Insulators Limited under the ambit of Board for Industrial &Financial Reconstruction (BIFR). Modern Denim Limited was a sick Company and the same wasregistered with BIFR under the provision of Sick Industrial Companies (Special Provisions)Act 1985 (SICA). Since SICA stood repealed and BIFR stand dissolved in terms of SickIndustrial Companies (Special Provisions) Repeal Act 2003 the Board of Directors hasapproved the scheme of compromise arrangement and amalgamation of the Company with ModernInsulators Limited under the provisions of section 230-232 of the Companies Act 2013which is under process of approval from concerned authorities.

The consolidation of two companies will facilitate savings in the administrative costand also beneficial in terms of saving of Income Tax under the provisions of Income TaxAct 1961.

FIXED DEPOSITS

The Company has an unpaid amount of Fixed Deposits & Interest thereon outstandingas on 31st March 2021 the details of which have been given in the Note No. 16 & 18annexed with the financial statements. However payment on compassionate ground arecontinued to be made as per decision of the committee formed by National Company LawTribunal for this purpose.

The Company has not accepted any deposits during the year under review within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary Joint Ventures & Associate Companiesduring the year.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2021 stood at Rs 37.50 crore. Duringthe year under review the Company has not issued shares with differential voting rightsnor has granted any stock options or sweat equity or warrants. As on March 31 2021 noneof the Directors of the Company hold instruments convertible into equity shares of theCompany.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2021 has been prepared in accordance with the Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act 2013 (hereinafterreferred to as "The Act") read with the Companies (Accounts) Rules 2014 asamended from time to time. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended March 31 2021. The Notes to the FinancialStatements form an integral part of this Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI (LODR) Regulations2015) a report on Corporate Governance along with a Certificate from the Company Secretaryin Practice towards compliance of the provisions of Corporate Governance forms anintegral part of this Annual Report and are given in Annexure-'A'.

The Executive Director and the Chief Financial Officer have certified to the Board withregard to financial statements and other matters as required under Regulation 17(8) readwith Schedule II to the SEBI (LODR) Regulations 2015.

PARTICULAR OF LOANS GUARANTEES AND INVESTMENT

Pursuant to the provisions of Section 186 of the Companies Act 2013 and schedule V ofSEBI (LODR) Regulations 2015 disclosures on particulars relating to loans advances andinvestments are provided as part of the financial statements. There are no guaranteesissued or securities provided by your Company in terms of Section 186 of the Act readwith the rules issued there under.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm'slength basis. Further there are no material related party transactions during the yearunder review with the Promoters Directors or Key Managerial Personnel. All Related PartyTransactions are placed before the Audit Committee for approval. Omnibus approval wasobtained on a yearly basis for transactions which are of repetitive nature. A statementgiving details of all Related Party Transactions are placed before the Audit Committee andthe Board for review and approval on a quarterly basis.

The details of contracts and arrangement with related parties for the financial yearended 31st March 2021 are given in Note No. 34 to the Financial Statements forming partof this Annual Report.

Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out in the Annexure ‘B' to theReport.

The Policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company and can be seen at the linkhttp://www.moderndenim.com. None of the Directors has any pecuniary relationship ortransactions vis-a-vis the Company except remuneration and sitting fees.

DIRECTORS

In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Shri Suvrat Ranka Whole-Time Director retires by rotationat theforthcoming Annual General Meeting ("AGM") and being eligible offers himselffor re-appointment. The Board recommends his re-appointment for the consideration of theMembers of the Company at the forthcoming AGM on the terms and conditions mentioned in theNotice convening the AGM. A brief profile of Shri Suvrat Ranka has also been providedtherein.

During the year under review the Board accepted the resignation of Shri T.C. Chejara(DIN: 07619881) and Shri A.K. Tiwari (DIN: 08438226) from the office of the Director witheffect from 9th November 2020 and 4th March 2021 respectively. The Board placed onrecord its deep appreciation for the valuable contribution and services rendered by ShriT.C. Chejara and Shri A. K. Tiwari during their tenure of the Board.

Subject to the approval of the shareholders the Board has on the recommendation ofthe Nomination and Remuneration Committee appointed Shri Rahul Singhvi (DIN: 0008816920)as an Additional Director under the category Independent Director of the Company w.e.f.9th November 2020. As an Additional Director Shri Rahul Singhvi holds office upto thedate of the ensuing AGM and is eligible to be appointed as a Director of the Company. TheCompany has received requisite notice in writing from a member proposing Shri RahulSinghvi signifying his candidature for appointment as an Independent Director at theensuing AGM. Accordingly the Board recommends the resolution in relation to appointmentof Shri Rahul Singhvi as an Independent Director for the approval by the members of theCompany. Brief profile of Shri Rahul Singhvi has been given in the Notice convening theAnnual General Meeting.

Subject to the approval of the shareholders the Board has on the recommendation ofthe Nomination and Remuneration Committee appointed Shri K.M. Ladha (DIN: 009119472) asan Additional Director under the category Non-Executive Director of the Company w.e.f.25th March 2021. As an Additional Director Shri K.M. Ladha holds office upto the date ofthe ensuing AGM and is eligible to be appointed as a Director of the Company. The Companyhas received requisite notice in writing from a member proposing Shri K.M. Ladhasignifying his candidature for appointment as Non-Executive Director at the ensuing AGM.Accordingly the Board recommends the resolution in relation to appointment of Shri K.M.Ladha as Non-Executive Non-Independent Director for the approval by the members of theCompany. Brief profile of Shri K.M. Ladha has been given in the Notice convening theAnnual General Meeting.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Sections 2(51) and 203 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Shri SachinRanka Chairman & Managing Director Shri Suvrat Ranka Whole Time Director Shri C.S.Jain Chief Financial Officer and Ms. Komal Sulaniya Company Secretary are the KeyManagerial Personnel (KMP) of the Company. The appointment and remuneration of Directorsand KMPs are as per policy of the Company.

DECLARATION OF INDEPENDENCE

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board the Independent Directorsfulfil the conditions of independence specified in Section 149(6) of the Act andRegulation 16(1) (b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics.

The Ministry of Corporate Affairs (‘MCA') vide Notification No. G.S.R. 804(E)dated October 22 2019 and effective from December 01 2019 has introduced the provisionrelating to inclusion of names of Independent Directors in the Data Bank maintained byIndian Institute of Corporate Affairs (‘IICA'). All Independent Directors of yourCompany are registered with IICA.

In the opinion of the Board the independent directors possess the requisite integrityexperience expertise proficiency and qualifications.

ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act and theListing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on thebasis of criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc. The performance of the Committees wasevaluated by the Board after seeking inputs from the committee members on the basis ofcriteria such as the composition of committees effectiveness of committee meetings etc.The above criteria are as provided by the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors andthe Chairman of Nomination & Remuneration Committee (NRC) had one-on-one meetings withthe Executive and Non-Executive (NonIndependent) Directors. These meetings were intendedto obtain Directors' inputs on effectiveness of the Board/Committee processes.

The Board and the NRC reviewed the performance of individual directors on the basis ofcriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated. The Independent Directors in the saidmeeting also evaluated the quality quantity and timeliness of flow of information betweenthe Company management and the Board that is necessary for the Board to effectively andreasonably perform their duties. Additionally the Chairman of the Board was alsoevaluated on key aspects of his role taking into account the views of executive directorsand non-executive directors in the aforesaid meeting. The above evaluations were thendiscussed in the board meeting that followed the meeting of the independent directors andNRC at which the performance of the Board its Committees and individual directors wasalso discussed. Performance evaluation of independent directors was done by the entireboard excluding the independent director being evaluated.

MEETING OF THE BOARD

During the year 2020-21 six Board Meetings were held on 1st July 2020 31st July2020 14th September 2020 9th November 2020 25th January 2021 and 4th March 2021.Further details on the Board Meetings are provided in the Corporate Governance Reportforming part of this Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee (dissolved w.e.f 01/04/2021) The detailsof the Committees along with their composition number of meetings held and attendance atthe meetings are provided in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costand secretarial auditors and external agencies including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bythe management and the relevant Board Committees including the Audit Committee the Boardis of the opinion that the Company's internal financial controls were adequate andoperating effectively during the financial year 2020-21.

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) read with section 134 (5) of the Companies Act 2013:

(a) that in the preparation of the Annual Accounts for the year ended 31st March 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors have 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 provisionsof all applicable laws and that such system were adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s Samir M Shah & Associates Chartered Accountants Ahmedabad (ICAI FirmRegistration No. 122377W) were appointed as Statutory Auditors of the Company for a periodof five consecutive years at the Annual General Meeting (AGM) of the Members held onSeptember 27 2017 on a remuneration mutually agreed upon by the Board of Directors andthe Statutory Auditors. Their appointment was subject to ratification by the Members atevery subsequent AGm held after the AGM held on September 27 2017. Pursuant to theamendments made to Section 139 of the Companies Act 2013 by the Companies (Amendment)Act 2017 effective from May 7 2018 the requirement of seeking ratification of theMembers for the appointment of the Statutory Auditors has been withdrawn from the Statute.Hence the resolution seeking ratification of the Members for continuance of theirappointment at this AGM is not being sought.

The observations made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

The Statutory Auditors of the Company have not reported any fraud as specified underSection 143(12) of the Companies Act 2013 in the year under review. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Jyoti Soni & Associates Company Secretaries Jaipur to conduct thesecretarial audit for the financial year 2020-21. The Secretarial Audit Report issued byM/s Jyoti Soni & Associates Company

Secretaries for the financial year 2020-21 forms part of this Report and is set outin Annexure ‘C' to this Report. The observations in Secretarial Audit Report whichpertains mainly listing agreement requirements stock exchange compliances etc. It isclarified that the company has started all the compliances related to stock exchange andare in process of revocation of its suspension from the BSE Limited.

Internal Auditors

M/s Pramod & Associates Chartered Accountants are the Internal Auditors of theCompany. Internal Audit Report their significant findings and follow up actions taken bythe management is reviewed by the Audit Committee on a quarterly basis.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) and 134(3)(a) of the Act and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 (as amended) Annual Return isavailable on the website of the Company at the web-link www.moderndenim.com.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel/SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policy has been posted on the website of the Company atwww.moderndenim.com VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has established aVigil Mechanism for reporting of concerns through the Whistle Blower Policy of theCompany which is in compliance of the provisions of Section 177 of the Act read withRule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and SEBI (LODR)Regulations 2015. The Policy provides for framework and process whereby concerns can beraised by its employees against any kind of discrimination harassment victimisation orany other unfair practice being adopted against them. Adequate safeguards are providedagainst victimisation to those who avail of the mechanism and access to the Chairman ofthe Audit Committee in exceptional cases is provided to them. The details of the VigilMechanism are also provided in the Corporate Governance Report and the Whistle BlowerPolicy has been uploaded on the website of the Company www.moderndenim.com.

RISK MANAGEMENT

Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.

The Company has framed and implemented a Risk Management Policy to identify the variousbusiness risks. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The riskmanagement policy defines the risk management approach across the enterprise at variouslevels including documentation and reporting.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s Pramod &Associates Chartered Accountants a firm of Chartered Accountants. The main thrust ofinternal audit is to test and review controls appraisal of risks and business processesbesides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors and the

Business Heads are periodically apprised of the internal audit findings and correctiveactions taken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of section 135(1) of the Companies Act 2013 the Board hasconstituted a Corporate Social Responsibility Committee comprising of Shri Sachin RankaShri S.K. Sharma and Shri Rahul Singhvi as its members. During the year ended 31st March2021 one Meeting of Corporate Social Responsibility Committee was held i.e. on 4th March2021 and the same was attended by all the members of the Committee.

The Board has on the recommendation of the Corporate Social Responsibility Committeeframed and adopted a policy for CSR available on the website of the Companymoderndenim.com. The Company has huge amount of accumulated losses for the past yearswhich eroded the company's Networth. In view of the above mentioned reason the company isnot in a position to spend any amount on CSR activities. The disclosures as per rule 9 ofCompanies (Corporate Social Responsibility Policy) Rules 2014 are disclosed in Annexure‘D' and forms part of this Report.

Pursuant to the MCA notification dated 23.01.2021 if CSR expenses of the Company areless than 50 lacs then the functions of the Committee can be discharged by the Board.Therefore the Board of Directors in their meeting held on 10th February 2021 decided todissolved the Corporate Social Responsibility Committee w.e.f. 01/04/2021 and thefunctions of the Corporate Social Responsibility Committee shall be discharged by theBoard. ENVIRONMENT HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed there under theCompany has formulated and implemented a policy on prevention prohibition and redressalof complaints related to sexual harassment of women at the workplace. All women employeeseither permanent temporary or contractual are covered under the above policy. The saidpolicy has been uploaded on the internal portal of the Company for information of allemployees. An Internal Complaint Committee (ICC) has been set up in compliance with thesaid Act. During the year under review company has not received any complaint.

PARTICULAR OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the Company during business hours on working days of theCompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the Company Secretary in advance.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations and management development programs to upgrade skills of managers. Objectiveappraisal systems based on key result areas (KRAs) are in place for senior managementstaff.

The Company is committed to nurturing enhancing and retaining its top talent throughsuperior learning and organizational development. This is a part of our Corporate HRfunction and is a critical pillar to support the organization's growth and itssustainability in the long run.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to the conservation of energy technology absorption and foreignexchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read withthe Companies (Accounts) Rules 2014 is given in Annexure ‘E' to this Report.

MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this Report no material changes and commitmentswhich could affect the Company's financial position have occurred between the end of thefinancial year of the Company and the date of this Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE FINANCIAL YEAR

One of the creditors of the Company has filed application under Insolvency andBankruptcy Code 2016 (31 of 2016) which is still pending. There is no application made bythe company under Insolvency and Bankruptcy Code 2016 (31 of 2016) during the financialyear 2020-2021.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THERE OF DURING THE FINANCIAL YEAR

There is no such instance hence not applicable.

LISTING OF SHARES

The shares of the Company are listed at BSE Limited but trading of the shares issuspended. The Company has filed an application to BSE for Revocation of suspension oftrading in equity shares of the Company and the same is under consideration.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by theinstitute of Company Secretaries of India.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprincipal markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactor.

GENERAL

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

• Issue of equity shares with differential rights as to dividend voting orotherwise;

• Issue of shares (including sweat equity shares) to employees of the Companyunder any Scheme;

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operations in thefuture; and

• There was no instance of fraud during the year under review which required thestatutory auditors to report to the audit committee and/or board under section 143 (12) ofthe Act and the rules framed there under.

APPRECIATION

Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central and State Governments and allregulatory bodies for their co-operation and support and look forward to their continuedsupport in future.

We very warmly thank all of our employees for their contribution to your Company'sperformance. We applaud them for their superior levels of competence dedication andcommitment to your Company.

For and on behalf of the Board of Directors
SachinRanka
Place : Abu Road Chairman & Managing Director
Date : 14th August 2021 DIN: 00335534

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