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Modern Insulators Ltd.

BSE: 515008 Sector: Engineering
NSE: MODINSULAT ISIN Code: INE219W01012
BSE 00:00 | 28 Sep 43.00 0.45
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NSE 05:30 | 01 Jan Modern Insulators Ltd
OPEN 44.00
PREVIOUS CLOSE 42.55
VOLUME 525
52-Week high 82.65
52-Week low 37.50
P/E 17.00
Mkt Cap.(Rs cr) 203
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 44.00
CLOSE 42.55
VOLUME 525
52-Week high 82.65
52-Week low 37.50
P/E 17.00
Mkt Cap.(Rs cr) 203
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Modern Insulators Ltd. (MODINSULAT) - Director Report

Company director report

To the Members of Modern Insulators Limited

Your Directors are pleased to present the 36th 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 Standalone Consolidated
Year ended 31.03.2021 Year ended 31.03.2020 Year ended 31.03.2021 Year ended 31.03.2020
Revenue from Operations 390.29 436.88 398.47 439.72
Other income 16.50 6.57 15.73 6.09
Total revenue 406.79 443.45 414.20 445.81
Profit before finance cost and depreciation 55.72 42.15 54.43 41.96
Finance cost 9.29 12.92 9.29 12.92
Depreciation 10.63 10.34 10.64 10.34
Profit before exceptional items and tax 35.80 18.89 34.50 18.70
Exceptional Items
Profit before tax 35.80 18.89 34.50 18.70
Tax expense 0.37 (3.75) 0.37 (3.75)
Profit after tax 35.43 22.64 34.13 22.45
Other comprehensive income (Net of tax) (0.84) (0.31) (0.84) (0.31)
Total comprehensive income 34.59 22.33 33.29 22.14
Retained earnings at the beginning of the year 216.35 194.02 216.14 194.00
Retained earnings at the end of the year 250.94 216.35 249.44 216.14

OPERATIONS

The Standalone revenue from operation for the year has been ` 390.29 crores as against` 436.88 crores in previous year and net profit for the year stood at ` 34.59 crores asagainst ` 22.33 crores as compared to previous year.

The Consolidated revenue from operation for the year has been ` 398.47 crores asagainst ` 439.72 in previous year and net profit for the year stood at ` 33.29 crores asagainst ` 22.14 crores as compared to previous Year. There are no material changes orcommitments affecting the financial position of the Company which have occurred betweenthe end of the financial year and the date of this Report other than the impact of COVID19on business operations of the Company detailed in this Report as well as Notes to theFinancial Statements of the Company.

DIVIDEND AND RESERVES

In order to conserve the resources of the Company by taking into account the prevailingeconomic situation and the need of resources for growth the Board of Directors of theCompany have decided not to recommend any dividend on the Equity Shares of the Company forthe Financial Year ended March 31 2021. There is no dividend which remains outstanding orremain to be paid & require to be transferred to IEPF by the company during the yearended 31st March 2021. During the year under review no amount from the profit istransferred to General Reserve.

IMPACT OF 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. Due to weak domestic consumption andconsumer sentiment there can be delay in Investment which further add pressure on growth.

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 loansrevolving credit and cash flows can support ongoing operations in a low revenueenvironment. The company has taken necessary measures to maintain adequate financialliquidity to ensure availability of Raw Materials and needed resources for sustainedoperations.

ALLOTMENT OF SHARES BY MODERN POLYTEX LIMITED PURSUANT TO DEMERGER OF YARN DIVISION OFTHE COMPANY

Your Company alongwith MPL had filed joint application in NCLT Jaipur for seekingclarification for issue of shares of MPL to the shareholders of MIL pursuant to the orderof NCLT New Delhi dated 12.12.2017. Your Company and MPL will take effective steps tocomplete the formalities relating to allotment of shares of MPL pursuant to demerger ofYarn Division of the Company and thereafter the listing of the same after receivingclarification from NCLT Jaipur.

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

The Board of Directors of your Company approved the merger/ amalgamation of ModernDenim Limited with the Company under the ambit of Board for Industrial & FinancialReconstruction (BIFR). Modern Denim Limited was a sick Company and the same was registeredwith BIFR under the provision of Sick Industrial Companies (Special Provisions) Act 1985(SICA). Since SICA stood repealed and BIFR stand dissolved in terms of Sick IndustrialCompanies (Special Provisions) Repeal Act 2003 the Board of Directors has approved thescheme of compromise arrangement and amalgamation of Modern Denim Limited with theCompany under the provisions of section 230-232 of the Companies Act 2013 which is underprocess 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.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act 2013 read with the Companies (Accounts) Rules2014 Listing Regulations and Ind AS 110 - Consolidated Financial Statements (CFS)/and IndAS 28 - Investment in Joint Ventures the Audited Consolidated Financial Statements formsintegral part of this Annual Report.

Performance of Subsidiary/ Joint Venture Modern Inviro Private limited

This subsidiary was incorporated on December 23 2019 and has not yet commenced anyoperations.

Shriji Designs - MIL (JV)

The company has entered into Joint Venture Agreement with Shriji Designs to participatein railways EPC tender. The JV was awarded tender for design supply erection testingand commissioning of 25 KV OHE between Sanwad-Nimarkhedi NTPC siding of Western Railway.The revenue from operation during the year has been ` 853.43 Lacs as against ` 815.88 Lacsin previous year and has incurred loss of ` 129.85 Lacs as against ` 19.07 Lacs ascompared to previous year.

SEC - MIL (JV)

The company has entered into Joint Venture Agreement with Sikka Engineering Company on09th July 2020 and has not yet commenced any operations.

SHARE CAPITAL

The Authorized Share Capital of the Company stood at ` 95.00 crore. During the yearunder review the Company has not altered/modified the authorized share capital of theCompany. The paid up Equity Share Capital as at March 31 2021 stood at ` 47.14 crore.

CREDIT RATING

India Ratings and Research Pvt. Ltd. a credit rating agency had assigned ratingBBB/Stable for the fund-based working capital limit and A3+ for non-fund based workingcapital limit.

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 as amended fromtime to time. The estimates and judgements relating to the Financial Statements are madeon a prudent basis so as to reflect in a true and fair manner the form and substance oftransactions and reasonably present the Company s state of affairs profits and cash flowsfor the year ended March 31 2021. The Notes to the Financial Statements form an integralpart of this Report.

Accounting policies have been consistently applied except where a newly issuedaccounting standard if initially adopted or a revision to an existing accounting standardrequires a change in the accounting policy hitherto in use. Management evaluates allrecently issued or revised accounting standards on an ongoing basis. The Company disclosesfinancial results on a quarterly basis which are subjected to limited review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Management Discussion andAnalysis Report is given in Annexure - A.

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 - B.

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.

SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review the Company has one wholly-owned subsidiary company andtwo joint venture firm. Company does not have any associate company.

Pursuant to Section 129(3) of the Act the consolidated financial statements of theCompany and its subsidiary and joint venture prepared in accordance with the relevantAccounting Standard specified under of the Act and the rules thereunder form part of thisAnnual Report. A statement containing the salient features of the financial statements ofthe Company s subsidiary and joint venture in Form AOC-1 is given in this Annual Report asAnnexure-C. Further pursuant to the provisions of Section 136 of the Companies Act 2013the audited financial statements along with other relevant documents in respect ofsubsidiary are available on the website of the Company in the linkhttps://www.moderninsulators.com/ investors/Financials.

PARTICULAR OF LOANS GUARANTEES AND INVESTMENT BY THE COMPANY

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 thereunder.

DEPOSITS

During the year under review your Company has not accepted or renewed any Depositwithin the meaning of Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount of principal or interest was outstanding ason the date of the Balance Sheet. Hence the requirement of furnishing details of depositswhich are not in compliance with Chapter V of the Act is not applicable.

PARTICULARS OF 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 andarrangement with related parties for the financial year ended 31st March 2021 are givenin Note No. 38 to the Financial Statements forming part of 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-D to the Report.

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.moderninsulators.com. None of the Directors has any pecuniary relationship ortransactions vis--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 Shreyans Ranka Whole-Time Director retires by rotation at theensuing Annual General Meeting ( AGM ) and being eligible offers himself forre-appointment. His appointment is placed for approval of the members and forms part ofthe notice of the ensuing Annual General Meeting. The information about the Directorseeking his reappointment as per Para 1.2.5 of Secretarial Standards on General Meetingshas been given in the notice convening the ensuring Annual General Meeting Directors.

During the year Shri Shreyans Ranka (DIN: 06470710) Whole-Time Director of theCompany whose term expires on 31st March 2021 has been reappointed by the Board ofDirectors for a period of three year from 01.04.2021. The resolution seeking there-appointment of Shri Shreyans Ranka as Whole-Time Director w.e.f. 1st April 2021 hasbeen included in the Notice of the AGM. The Board of Directors recommend the resolutionfor your approval.

The Board accepted the resignation of Shri Swapan Nath (DIN: 00806810) from the officeof the Director with effect from 20th February 2021. The Board placed on record its deepappreciation for the valuable contribution and services rendered by Shri Swapan Nathduring his tenure of the Board.

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 Sachin Ranka Chairman & Managing Director Shri Shreyans RankaWhole-Time Director Shri Pradeep Kumar Gokhroo Executive Director Shri Dinesh SinghSinghvi Chief Financial Officer and Shri Gaurav Goyal 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) datedOctober 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 your Companyare 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 basedon criteria such as the Board composition and structure effectiveness of board processesinformation and functioning etc. The performance of the Committees was evaluated by theBoard after seeking inputs from the committee members based on criteria such as thecomposition of committees effectiveness of committee meetings etc. The above criteriaare as provided by the Guidance Note on Board Evaluation issued by the Securities andExchange 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 (Non-Independent) Directors. These meetings were intendedto obtain Directors inputs on effectiveness of the Board/Committee processes. The Boardand the NRC reviewed the performance of individual directors based on criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In a separate meeting of independent directors performance ofnon-independent directors and the board as a whole was evaluated. The IndependentDirectors in the said meeting also evaluated the quality quantity and timeliness of flowof information between the Company management and the Board that is necessary for theBoard to effectively and reasonably perform their duties. Additionally the Chairman ofthe Board was also evaluated on key aspects of his role taking into account the views ofexecutive directors and non-executive directors in the aforesaid meeting. The aboveevaluations were then discussed in the board meeting that followed the meeting of theindependent directors and NRC at which the performance of the Board its Committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

MEETING OF THE BOARD

During the year 2020-21 seven Board Meetings were held on 02nd June 2020 09th July2020 30th July 2020 14th September 2020 07th

November 2020 25th January 2021 and 10th February 2021. Further details on theBoard Meetings are provided in the Corporate Governance Report forming part of thisAnnual Report. The intervening gap between the meetings was within the period prescribedunder the Act and the Listing Regulations.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees: 1. Audit Committee 2. Nomination& Remuneration 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 andbelief and according to the information and explanations obtained by them your Directorsmake the following statement in terms of Section 134(3)(c) read with section 134 (5) ofthe Companies Act 2013: (a) that in the preparation of the Annual Accounts for the yearended 31st March 2021 the applicable accounting standards have been followed alongwithproper explanation relating to material departures if any; (b) the directors haveselected such accounting policies and applied them consistently and made judgments andestimates that were reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit and loss ofthe Company for that period; (c) The directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (d) The directors have prepared the annual accounts on a goingconcern basis; (e) The directors had laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively; (f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s R. B. Verma & Associates Chartered Accountants Jaipur (ICAI Firm RegistrationNo. 012650C) were appointed as Statutory Auditors of the Company for a period of fiveconsecutive years at the Annual General Meeting (AGM) of the Members held on September 272017 on a remuneration mutually agreed upon by the Board of Directors and the StatutoryAuditors. Their appointment was subject to ratification by the Members at every subsequentAGM held after the AGM held on September 27 2017. Pursuant to the amendments made toSection 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effectivefrom May 07 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn from the Statute. Hence theresolution seeking ratification of the Members for continuance of their appointment atthis AGM is not being sought. The observations made in the Auditors Report read togetherwith relevant notes thereon are self explanatory and hence do not call for any furthercomments under Section 134 of the 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 formspart of this Report and is set out in Annexure-E to this Report. The observations inSecretarial Audit Report are self-explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013. Company has devised system toadhere future compliance in timely and proper manner.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Board at its meetingheld on 28th June 2021 has appointed M/s Rajesh & Company Cost Accountants Jaipur(Firm Registration No. 000031) as the Cost Auditors to conduct the audit of the costrecords of the Company for the financial year 2021-22. As required under the CompaniesAct 2013 a resolution seeking Members approval for remuneration payable to the CostAuditors forms part of the Notice convening Annual General Meeting for ratification.

Internal Auditors

M/s S. Garg & Co. Chartered Accountants are the Internal Auditors of the Company.Internal Audit Report their significant findings and follow up actions taken by themanagement is reviewed by the Audit Committee on a quarterly basis.

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-linkhttps://www.moderninsulators.com/Investors/Modern/ Financial/annualreport_20-21.pdf.

REMUNERATION AND NOMINATION 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.moderninsulators.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for reporting of concerns through theWhistle Blower Policy of the Company which is in compliance of the provisions of Section177 of the Act read with Rule 7 of the

Companies (Meetings of Board and its Powers) Rules 2014 and SEBI (LODR) Regulations2015. The Policy provides for framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimisation or any otherunfair practice being adopted against them. Adequate safeguards are provided againstvictimisation to those who avail of the mechanism and access to the Chairman of the AuditCommittee in exceptional cases is provided to them. The details of the Vigil Mechanism arealso provided in the Corporate Governance Report and the Whistle Blower Policy has beenuploaded on the website of the Company www.moderninsulators.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. TheCompany 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 S. Garg & Co.Chartered Accountants a firm of Chartered Accountants. The main thrust of internal auditis to test and review controls appraisal of risks and business processes besidesbenchmarking controls with best practices in the industry. The Audit Committee of theBoard of Directors actively reviews the adequacy and effectiveness of the internal controlsystems and suggests improvements to strengthen the same. The Company has a robustManagement Information System which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. 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)

In terms of the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors of yourCompany has constituted a Corporate Social Responsibility (CSR) Committee which ischaired by Shri Sachin Ranka. The Committee has formulated and recommended to the Board aCorporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company which has been approved by the Board and the same is availableon the Company s websitewww.moderninsulators.com.

The Company is a caring corporate citizen and lays significant emphasis on developmentof the host communities around which it operates. The Company with this intent hasidentified several projects relating to Social Empowerment and Welfare EnvironmentSustainability Health Care and Education during the year and initiated variousactivities in and around its plant location. The work on several initiatives has picked upmomentum during the year resulting in a spend of ` 40.33 Lacs. The Annual Report on CSRactivities is given in Annexure-F to 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 thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints 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

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the names and other particulars of employees drawing remuneration in excess of thelimits set off in the aforesaid Rules including any statutory modification(s) orre-enactment(s) thereof for the time being in force are to be set out in the Board sReport as an annexure thereto. In line with the provisions of Section 136(1) of the Actthe Report and Accounts as set out therein are being sent to all Members of your Companyexcluding the aforesaid information about the employees. Any Member who is interested inobtaining these particulars about employees may write to the Company Secretary at theRegistered Office of your Company. The aforesaid addendum is also available for inspectionby the members at the Registered Office of the Company from 21 days before the AGM tillthe date of the ensuing AGM during business hours on working days. Disclosures pertainingto remuneration and other details as required under Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given in Annexure-G to this Report.

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 with the Companies (Accounts) Rules 2014 is given inAnnexure-H 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

There is no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the financial year 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 THEREOF DURING THE FINANCIAL YEAR

There is no such instance hence not applicable.

SECRETARIAL STANDARDS

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

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 or otherwise;

Issue of shares (including sweat equity shares) to employees of the Company under anyScheme;

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

APPRECIATION

Your Directors express their deep sense of gratitude to the banks stakeholdersbusiness associates Central and State Governments and all regulatory bodies for theirco-operation and support and look forward to their continued support 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
Place : Abu Road Sachin Ranka
Date : 28th June 2021 Chairman & Managing Director
DIN: 00335534

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