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National Plastic Industries Ltd.

BSE: 526616 Sector: Industrials
NSE: N.A. ISIN Code: INE233D01013
BSE 10:51 | 27 Jul 46.50 -0.50
(-1.06%)
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46.15

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48.45

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NSE 05:30 | 01 Jan National Plastic Industries Ltd
OPEN 46.15
PREVIOUS CLOSE 47.00
VOLUME 2502
52-Week high 49.75
52-Week low 16.50
P/E 13.88
Mkt Cap.(Rs cr) 42
Buy Price 46.55
Buy Qty 2.00
Sell Price 47.25
Sell Qty 4.00
OPEN 46.15
CLOSE 47.00
VOLUME 2502
52-Week high 49.75
52-Week low 16.50
P/E 13.88
Mkt Cap.(Rs cr) 42
Buy Price 46.55
Buy Qty 2.00
Sell Price 47.25
Sell Qty 4.00

National Plastic Industries Ltd. (NATLPLASTIC) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 33rd Annual Report on business andoperations of your company together with the Audited Financial Statements of the Companyfor the year ended March 312020.

FINANCIAL RESULTS:

Particulars 2019-2020 2018-2019
Sales & Other Income 1334976600 1306256325
Gross Profit before Depreciation & Interest 77028219 95335711
Less : Interest 31927221 32372794
Depreciation 28779648 28379026
Profit for the year 16321350 34583891
Less : Deferred Tax Liabilities (4802061) 12303357
Net Profit after Tax 21123411 22280534
Add : Balance brought forward from previous year (Adjusted) 60089641 50905074
Balance Available for appropriation 81213051 73185608
Appropriation
Proposed Dividend 9129600 9129600
Dividend Tax 1858.72 1858572
Grant Adjustments (2946926) (2098500)
Other Comprehensive Income (320923) (9295)
Transfer to General Reserve - -
Balance C/f to Balance Sheet 66957030 60089641

COMPANY'S OPERATIONAL PERFORMANCE:

The Gross turnover of the company has improved to Rs. 131.61 Crore from Rs. 129.15Crore in last year registering a growth of around 1.90%. The growth in gross turnover hashappened as the company came out with new and innovative range of product.

Your Company has registered lower profit before tax of Rs. 1.63 Crore as compared toRs. 3.45 Crore in the previous year and net profit after tax of Rs. 2.11 Crore as comparedto Rs.2.22 Crore in previous year.

Your Company performed well during the year by efficiently managing the resourceswhich resulted into improved quality of the products. The Company has endeavored to bringout new & unique moulded furniture for improving the sales of the products. TheCompany is taking all necessary steps to reduce wastages and make production costefficient and will surely be able to achieve its targets.

The PVC flooring Mats business in Nellore Andhra Pradesh in the southern part of thecountry under the brand name INSTA has done fairly well during the year 2019 - 2020. Theair-cooler business of the Company was marginal during the year.

The Accompanying Notice of the AGM.

DIVIDEND:

The Company does not propose any dividend for the year 2019-2020 .

SUBSIDIARIES AND JOINT VENTURES:

The Company does not have any Subsidiary Company or Joint Venture.

SHARE CAPITAL

There was no change in the Company's share capital during the year under review. TheCompany's paid up Equity Share Capital to stand at Rs. 912.96 lakhs comprising of9129600 equity shares of Rs.10 each as on March 312020.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to Reserves out of profits of thefinancial year 2019 -20.

EXTRACT OF ANNUAL RETURN

As required pursuant sub-section (3) of Section 92 of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return as at March 312020 forms part of this report as Annexure - 1.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review four (4) Board meetings were held. Details of which areas follows:

Sr. No. Date of Board Meeting
1. 20th May 2019
2. 12th August 2019
3. 12th November 2019
4. 05th February 2020

The maximum interval between any two meetings did not exceed 120 days.

Details of the meetings and the attendance of the Directors are mentioned in theCorporate Governance Report.

Separate Meeting of Independent Directors

A meeting of the Independent Directors of the Company was held on May 20 2019 and thesame was attended by Mr. Rajeevrajan S. Kapur Ms. Jyoti Mahabaleshwar Palekar and Mr.Purnachandra Rao Dendukuri.

Number of Meetings of Committees of the Board of Directors

The Board has established various Committees as a matter of good corporate governancepractice and as per the requirements of the Companies Act 2013:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Executive Management Committee

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition:

During the year under review the Board of your Company is duly constituted inaccordance with the requirements of Companies Act 2013. During the year under review theBoard Comprised of 8 Directors out of which 3 are Executive Directors 1 Non-ExecutiveDirector and 4 Non-Executive Independent Director.

b) Retirement by Rotation:

As per the provisions of the Companies Act 2013 Mr. Ketan Vinod Parekh ExecutiveChairman who retires by rotation at the Annual General Meeting and being eligible offershimself for re-appointment to the Board. Him profile details are contained in theAccompanying Notice of the AGM.

c) Regularization of appointment of additional Director:

During the year Mr. Bimal Parekh was appointed as additional Director on November 122019 by the Board of Directors till the conclusion of ensuing AGM and was also appointedas Independent Director for a period of five years' subject to approval of members atensuing AGM.

d) Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of Companyconfirming that they meet with the criteria of Independence as prescribed pursuant to theprovisions of Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

e) Familiarization Program for Independent Directors

The Company has set Familiarization Program for Independent Directors with regard totheir roles rights responsibilities in the Company nature of the industry in which theCompany operates the business model of the Company etc. The details of which areavailable on the website of the Company (www.nationalplastic.com).

f) Board Evaluation

In terms of the provisions of the Companies Act 2013 a structured questionnaire wasprepared after taking into consideration the various aspects of the Board functioning likecomposition of the Board and its committees culture execution and performance ofSpecific duties obligations and governance.

The Independent Directors in their separate meeting held on May 20 2019 evaluated theperformance of the Board the Chairperson and the Non-Independent Directors. The result ofthe evaluation is satisfactory and sufficient and meets the requirements of the Company.

Further the Annual Performance Evaluation was also carried out by the Board for thefinancial year 2019 - 2020 in respect of its own performance the evaluation of theworking Committees Directors through peer evaluation excluding director being evaluated.

g) Key Managerial Personnel

Ms. Malvika Sharma resigned from the post of Company Secretary and Compliance Officeron 12th April 2019. Ms. Shradhha Bagwe was appointed as Company Secretary and ComplianceOfficer w.e.f. 20th May 2019. She resigned on 12th August 2019. Ms. Jyoti Shetty wasappointed as Company Secretary and Compliance Officer w.e.f 12th August 2019. Sheresigned on 12th November 2019 and Ms. Mayuri Joshi has been appointed as CompanySecretary and Compliance Officer w.e.f 11th December 2019.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuing compliances with theprovisions of Section 134(3) read with Section 134(5) of the Companies Act 2013 in thepreparation of annual accounts for the year ended on March 312020 and states that:

i. in the preparation of the annual accounts for the year ended March 312020 theapplicable accounting standards had been followed along with proper explanations relatingto material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 312020 and of the profits of theCompany for the financial year ended March 312020;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. they had prepared the annual accounts on a going concern basis;

v. they had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and

vi. they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

DETAILS OF REMUNERATION TO DIRECTORS:

The information relating to remuneration of directors as required under Section 197(12)of the Companies Act 2013 is given in Annexure - 2.

POLICY RELATING TO DIRECTORS:

The policy framed by the Nomination & Remuneration Committee under Section 178(3)of the Companies Act 2013 is as below:

Appointment Criteria and Qualifications

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

b) The Committee shall identify the extent to which the appointee is likely tocontribute to the overall effectiveness of the Board work constructively with theexisting directors and enhance the efficiencies of the Company;

c) The Committee has discretion to decide whether qualification expertise andexperience possessed by a person are sufficient / satisfactory for the concerned position.

Remuneration to Directors

a) Remuneration to Whole-time / Executive / Managing Director:

The Remuneration/ Compensation/ Commission etc. to be paid to Director /ManagingDirector etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under including any amendments thereto or any other enactment for the timebeing in force. The Whole-time / Executive / Managing Director shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The break-up of the pay scale and quantum of perquisites including employer'scontribution to PF pension scheme medical expenses club fees etc. shall be decided andapproved by the Board on the recommendation of the Committee and approved by theshareholders and Central Government wherever required.

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration in accordance with the provisions in Schedule V of theCompanies Act 2013 and if it is not able to comply with such provisions with theprevious approval of the Central Government.

If any Whole-time Director/Managing Director draws or receives directly or indirectlyby way of remuneration any such sums in excess of the limits prescribed under theCompanies Act 2013 or without the prior sanction of the Central Government whereverrequired he/she shall refund such excess remuneration to the Company and until such sumis refunded hold it in trust for the Company. The recovery of such sums refundable shallnot be waived by the Company unless permitted by the Central Government.

b) Remuneration to Non- Executive / Independent Director:

The Non-Executive/Independent Director may receive remuneration / compensation /commission as per the provisions of Companies Act 2013 and the rules made thereunder. Theamount of sitting fees shall be subject to ceiling/ limits as provided under CompaniesAct 2013 and rules made there under including any amendments thereto or any otherenactment for the time being in force.

The Independent Director shall not be entitled to any stock option of the Company.

Evaluation

The Nomination and Remuneration Committee shall carry out evaluation of performance ofevery Director at regular interval (yearly).

Removal

The Nomination and Remuneration Committee may recommend to the Board with reasonsrecorded in writing removal of a Director KMP or Senior Management Personnel subject tothe provisions and compliance of the said Act rules and regulations.

Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were drawing a remuneration exceeding Rs.10200000/- per annum or Rs. 850000/- per month or part thereof. The informationrequired under Section 197 (12) of the Companies Act 2013 read with Rule 5(2) & (3)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedby Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016is given in the Annexure - 3 to this report.

Your Directors value the commitment of the employees towards the Company and appreciatetheir valuable contributions for the progress and growth of the Company.

AUDITOR AND AUDITOR'S REPORT:

a) Statutory Auditor:

At the Company's 30th Annual General Meeting held on September 20 2017M/s. R.S. Prabhu & Associates Chartered Accountants (Firm registration No. 127010W)were appointed as Company's Statutory Auditors to hold office till the conclusion of the35th Annual General Meeting subject to ratification by the members at everyAnnual General Meeting until the expiry of the period of original appointment. Howeverthe Companies Amendment Act 2017 (Vide notification dated May 7 2018 issued by Ministryof Corporate Affairs) omits the provision related to Annual Ratification from CompaniesAct 2013 and the requirement of seeking ratification of appointment of statutory auditorsby members at each AGM has been done away with. Accordingly no such item has beenconsidered in notice of the 33rd AGM of the Company

The Auditors Report to the shareholders for the year under review below mentionedqualification.

Qualification: As per the information and explanations provided to us title deeds ofimmovable properties and lease agreements of leasehold property are generally in the nameof the Company except for freehold land held by the Company located at Kashimira MumbaiMaharashtra title of which is under dispute. (Gross Block & Net Block as at31/03/2019 Rs.886603).

Management view:

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act 2013

The Board of Directors states that M/s. R.S. Prabhu & Associates CharteredAccountants Mumbai (Firm Reg no. 110639W) Statutory Auditors have not reported of anyfraud involving any amount committed by the Company to the Central Government or to theBoard of Directors or Audit Committee of the Company.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Jayshree A. Lalpuria Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the FY 2019 - 2020. The Report of the SecretarialAudit carried out is annexed herewith as Annexure -4.

The Secretarial Audit report as issued by the secretarial auditor in Form MR-3 containfollowing observations or qualifications requiring explanation or comments from the Boardunder Section 134(3) of the Companies Act 2013:

1. Observation 1: There was delay in appointment of Independent Director (ID) as perRegulation 25(6) of SEBI(LODR) 2015 (appointment made on 12th Nov. 2019) afterresignation of one ID (resigned on 7th June 2019) resulting in non constitutionof the Board as per Regulation 17(1) of LODR which requires that half of the Board shouldcomprise of IDs.

Remark: The Company was unable to find a suitable candidate from the IndependentDirectors Data Bank.

2. Observation 2: The voting results of AGM held on 20th Sept. 2019 wererequired to be submitted in XBRL as per Regulation 44 of SEBI(LODR) 2015 within 48 hourswere submitted with delay of one day

Remark: During the Month of November position of Company Secretary was vacant afterthe vacant position was filled the results were uploaded with delay.

3. Observation 3: Unaudited Financial Results for the quarter ended 30thSept. 2019 approved by the Board as per Regulation 33 of SEBI(LODR) 2015 on 12thNov. 2019 were submitted at 6.52 p.m. which was after half an hour of the conclusion ofthe Board meeting at 5 p.m. The said results which were required to be submitted in XBRLwithin 24 hrs. were submitted on 7th Dec. 2019. Also cash flow for the saidperiod was submitted on 16th Dec. 2019

Remark: During the Month of November position of Company Secretary was vacant afterthe vacant position filled the results were uploaded with delay.

4. Observation 4: The disclosure of related party transaction as per Regulation 23(9)of SEBI(LODR) 2015 for the half year ended 30th Sept. 2019 which was requiredto be made within 30 days of approval of UFR for Sept. 2019 by the Board on 12thNov. 2019 were submitted on 16th Jan. 2020.

Remark: During the Month of November position of Company Secretary was vacant afterthe vacant position was filled the results were uploaded with delay.

5. Observation 5: Annual Report for the year ended 31st March 2019 whichwas required to be filed as per Regulation 34 of SEBI(LODR) 2015 in XBRL mode with BSElisting centre after filing of Form AOC-4 XBRL with Ministry of Corporate Affairs is notfiled with BSE in XBRL mode though the pdf of Annual Report was submitted in time.

Remark: During the Month of November position of Company Secretary was vacant and dueto which after the vacant position filled the results were uploaded with delay.

6. Observation 6: Trading window for consideration of Unaudited Financial Results forDec. 2019 pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015 were closedw.e.f. 3rd Jan. 2020 instead of closing from 1st Jan. 2020.

Remark: Due to Technical difficulty the result were uploaded with a delay.

7. Observation 7: Reconciliation of Share Capital Audit Report pursuant to Regulation76 of SEBI(Depositories and Participants) Regulation 2018 for quarter ended 30th Sept.2019 was not submitted with the Stock Exchange both in pdf and XBRL

Remark: During the Month of November position of Company Secretary was vacant; afterthe vacant position filled the results were uploaded with delay.

8. Observation 8: The Company submitted is disclosure of Not a Large Corporate entityas per SEBI circular No. SEBl/HO/DDHS/CIR/P/2018/144 dated November 26 2018 on 21stMay 2019 instead of submitting the same before 30th April 2019.

Remark: During the Month of April and May position of Company Secretary was vacant anddue to which after the vacant position filled the results were uploaded with delay.

9. Observation 9: There was no intimation to Stock Exchange pursuant to Regulation39(3) of SEBI (LODR) 2015 for issue of duplicate share certificate for 100 shares to Mr.S. M. Nagaraj in Nov. 2019.

Remark: During the Month of November position of Company Secretary was vacant and dueto which the Intimation was not given.

10. Observation 10: The proof of dispatch of dividend warrants for the year ended 31stMarch 2019 declared at the Annual General Meeting held at 20th Sept.2019 could not be verified as the Company could not produce the same before me due toCorona Virus (COVID -19) Pandemic and resultant lockdown in Mumbai City.

Remark: Due to Corona virus Pandemic Company was not functioning in full capacity dueto which the proof of Dispatch was not produced before the auditor.

11. Observation 11: The shares which were required to be transferred to InvestorEducation and Protection Fund (IEPF) pursuant to section 124(6) read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (in respect of shares for which dividend was declared for the year 201112) weretransferred in the month of Jan. 2020 instead of transferring the same in Nov. 2019.

Remark: During the Month of November position of Company Secretary was vacant and dueto which after the vacant position filled the Transfer was done with a delay.

12. Observation 12: The proof of sending of signed minutes for few Board and committeemeetings as required under Secretarial Standard -1 on Board Meetings issued by TheInstitute of Company Secretaries of India could not be verified as the same could not beproduced before me due to Corona Virus (COVID -19) Pandemic and resultant lockdown inMumbai City .

Remark: Due to Corona virus Pandemic Company was not functioning in full capacity dueto which the proof of Sending of signed Minutes was not produced before the auditor.

c) Cost Auditor

M/s. N. Ritesh & Associates Cost Accountants are appointed as the Cost Auditorsof the Company under Section 148 of the Companies Act 2013 to conduct the audit of thecost records of the Company for the financial year 2019- 2020. Necessary resolution forratification of the remuneration to be paid to the Cost Auditors is incorporated in theNotice of the ensuing Annual General Meeting for approval of members.

LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given during the year under review any loan and guarantee orinvested any funds falling under the purview of Section 186 of the Companies Act 2013.

Details of outstanding investments are given in the notes to financial statements.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial yearwere at arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions with the Directors Promoters KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is not applicable.

All Related Party Transactions as required under Indian Accounting Standards AS-24 arereported in Note 32 Notes to Accounts of the financial statements of the Company.

All related party transactions were placed before the Audit Committee and the Board forapproval.

CORPORATE GOVERNENCE:

The compliance with the provisions of Corporate Governance under the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 has been applicable to theCompany in the financial year 2019 - 2020 on the basis of the turnover of the Company.Hence the Report on Corporate Governance as stipulated under Regulation 33 (1) (e) readwith Schedule IV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 has been applicable to the Company which is integral part of this Report. The Companyis committed to maintain the highest standards of Corporate Governance and adhere to theCorporate Governance requirements set out by the Securities and Exchange Board of India(SEBI). The requisite certificate from the Secretarial Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is attached to the Report onCorporate Governance.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis is set out in this Annual Report.

DEPOSITS

The Company has not accepted any Deposit covered under Section 73 of the Companies Act2013 from the Shareholders or the Public during the year under review.

INSURANCE

All the insurable interests of the company including inventories building plant &machinery etc. are adequately insured.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place a policy on Prevention of Sexual Harassment at Workplace inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The policy provides for protection against SexualHarassment of Women at Workplace and for prevention and redressal of complaints.

No complaints were received from any employee during the financial year 2019-2020 andhence no complaints are outstanding as on March 312020 for redressal.

VIGIL MECHANISM

The Company has formulated a Vigil Mechanism Policy for Directors and employees toreport their genuine concerns about unethical behaviour actual or suspected fraud orviolation of the Codes of Conduct or policy. The necessary mechanism is in line with therequirements under the Companies Act 2013. It provides for adequate safeguards againstvictimization of Directors and employees who avail of the mechanism and also provide fordirect access to the Chairman of the Audit Committee in exceptional cases. None of theWhistle Blowers have been denied access to the Audit Committee. The said policy isavailable on the Company's website www.nationalplastic.com under the Investor Section.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed pursuant to Section 134 of theCompanies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 form part ofthis report and are set out in the Annexure - 5 to this report.

RISK MANAGEMENT POLICY

The Board of Directors of your Company has formulated a Risk Management Policy for theCompany. It aims to identify evaluate risks associated with the business viz. economicenvironment and market conditions fluctuations in foreign currency politicalenvironment contractual compliance credit risks technology obsolescence inflationcommodity prices price fluctuation of raw materials and finished goods etc.

Uncertainty relating to the global health pandemic on COVID-19:

In assessing the recoverability of receivables including unbilled receivables contractassets and contract costs goodwill intangible assets and certain investments theCompany has considered internal and external information up to the date of approval ofthese financial statements including credit reports and economic forecasts. The Companyhas performed sensitivity analysis on the assumptions used herein. Based on the currentindicators of future economic conditions the Company expects to recover the carryingamount of these assets. The Company basis its assessment believes that the probability ofthe occurrence of forecasted transactions is not impacted by COVID-19. The Company hasalso considered the effect of changes if any in both counterparty credit risk and owncredit risk while assessing hedge effectiveness and measuring hedge ineffectiveness andcontinues to believe that there is no impact on the effectiveness of its hedges.

The impact of COVID-19 remains uncertain and may be different from what we haveestimated as of the date of approval of these consolidated financial statements and theCompany will continue to closely monitor any material changes to future economicconditions.

In the opinion of the Board none of the above mentioned risks threaten the existenceof the Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate internal financial control procedures commensurate with itssize and nature of business. The Company has appointed Internal Auditors comprisingprofessional Chartered Accountants who periodically audit the adequacy and effectivenessof the internal controls laid down by the management and suggest improvements. Based onthe audit observation and recommendations follow ups and remedial measures are beingtaken including review and increase in scope if necessary.

The Audit Committee of the Board of Directors periodically reviews the audit plansinternal audit reports and adequacy of internal controls. As a matter of proactiveplanning the Board has also constituted an Audit Committee which meets periodically toreview the financial performance and the accuracy of financial records. The managementduly considers and takes appropriate action on the recommendations made by the InternalAuditors Statutory Auditors and the Audit Committee of the Board of Directors.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year your Company has complied with applicable SecretarialStandards issued by Institute of Company Secretaries of India.

STATUTORY DISCLOSURE:

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:

a. There is no change in the nature of business of the Company.

b. In terms of the first proviso to Section 136 of the Companies Act 2013 the Reportand Accounts are being sent to all the shareholders and is available on the Company'swebsite.

c. There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

d. Issue of equity shares with differential rights as to dividend or voting orotherwise.

e. No significant material orders were passed by the Regulators or Courts or Tribunalswhich impacts the going concern status and Company operations in the future.

LISTING FEES

The Company has paid the Annual Listing fees to BSE Ltd. for the Financial Year 2019 -2020.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review Your Company has transferred a sum of Rs. 460532/-(Rupees Four Lakhs Sixty Thousand Five Hundred and Thirty Two only) to Investor Educationand Protection Fund in compliance with the provisions of Section 124(5) of the CompaniesAct 2013. The said amount represents dividend for the FY 2011 - 2012 which remainedunclaimed by the members of the Company for a period exceeding 7 years from its due dateof payment.

During the year 2019 - 2020 63232 equity shares in respect of which dividend has notbeen claimed by the shareholders for seven consecutive years for the final dividenddeclared in financial year 2011 - 2012 were transferred to the Investor Education andProtection Fund pursuant to the provisions of Section 124(6) of the Companies Act 2013and the rules there under.

Further the Company shall be transferring the unclaimed Dividend for the financialyear 20112012 to the IEPF Account on expiry of seven years.

GREEN INITIATIVE

Your Company has considered and adopted the initiative of going green minimizing theimpact on the environment. The Company has been circulating the copy of the Annual Reportin electronic format to all those members whose email addresses are available with theCompany. Your Company appeals other Members also to register themselves for receivingAnnual Report/ documents in electronic form. The E-Communication Registration Form hasbeen annexed at the end of the annual report.

AWARDS AND CERTIFICATION

During the year Company has not received any Awards.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their deep and sincere gratitude to thecustomers and investors for their confidence and patronage as well as to the vendorsbankers financial institutions and business associates regulatory and governmentalauthorities for their co-operation support and guidance. Your Directors would like toexpress a deep sense of appreciation for the support extended by the Company's unions andcommitment shown by the employees in its continued robust performance on all fronts.

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