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Orissa Bengal Carrier Ltd.

BSE: 541206 Sector: Others
NSE: N.A. ISIN Code: INE426Z01016
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NSE 05:30 | 01 Jan Orissa Bengal Carrier Ltd
OPEN 29.00
PREVIOUS CLOSE 29.00
VOLUME 2000
52-Week high 48.80
52-Week low 29.00
P/E 6.68
Mkt Cap.(Rs cr) 61
Buy Price 27.00
Buy Qty 2000.00
Sell Price 29.25
Sell Qty 2000.00
OPEN 29.00
CLOSE 29.00
VOLUME 2000
52-Week high 48.80
52-Week low 29.00
P/E 6.68
Mkt Cap.(Rs cr) 61
Buy Price 27.00
Buy Qty 2000.00
Sell Price 29.25
Sell Qty 2000.00

Orissa Bengal Carrier Ltd. (ORISSABENGAL) - Director Report

Company director report

To

The Members

Orissa Bengal Carrier Limited

Your directors have pleasure in presenting the 25th Annual Report onthe business and operations of the company for the year ended on 31st March2020 together with audited financial statements and the report of the directors andthe auditors thereon.

1. FINANCIAL RESULTS

During the year under review performance of the company is as under:

(Amount in Lacs')

PARTICULARS 31/03/2020 31/03/2019
Revenue from Operation 38897.68 48831.30
Other Income 142.13 175.06
Total Revenue 39039.81 49006.36
Employees Benefits Expense 295.69 276.53
Finance Cost 286.27 260.47
Depreciation and Amortization Expenses 526.00 521.98
Other Expenses 521.04 626.97
Profit (Loss) before Tax 1235.24 1495.63
Current Tax 323.19 444.82
Deferred Tax (18.15) (12.74)
Earlier year income tax - -
Profit (Loss) After Tax 930.20 1063.55
Earnings Per Equity Share: Basic and Diluted (in Rs.) 4.41 5.04

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK

During the Year under review Your Company has recorded Revenue from Operation of Rs38897.68 Lacs and Net Profit after Tax of Rs. 930.20 Lacs respectively. Thefinancial result as reflected in the Statement of Profit & Loss of the Company isself-explanatory .Your directors are of the view that the company has signaled goodprogress and will continue to access the path of success in succeeding financial years andare hopeful for the bright future prospects. Moreover it s also assured that theManagement will leave no efforts untouched to increase the profitability in the forthcoming years also.

3. FINANCIAL STATEMENT

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as 'Listing Regulations') and Section 136 of the CompaniesAct 2013 read with Rule 10 of the Companies (Accounts) Rules 2014 read with MCACirculars and SEBI Circular dated May 12 2020 the Annual Report containing salientfeatures of the financial statements including for the financial year 2019-20 along withstatement containing salient features of the Directors' Report (including ManagementDiscussion & Analysis) is being sent only through electronic mode to those Memberswhose email addresses are registered with the Company/ Depositories.

Full version of Annual Report 2019-20 is also available for inspection at theregistered office of the Company during working hours up to the date of ensuing Annualgeneral meeting (AGM). It is also available at the Company's website.

4. IMPACT OF COVID-19 PANDEMIC ON THE BUSINESS

The impact of COVID-19 pandemic has been felt all over the world. The effect on humanlives has been unprecedented. Due to the outbreak of novel Corona virus disease theregistered office and business operations were shut down by the Company as per thelockdown directives of Government and the business of the Company has been impacted. TheCompany's business operations were affected during the month of March April and Maypartially. Only the permissible transport operations were in function. The Company openedup its office activity partially during the month of May 2020 with an extremely limitedwork and staffs. The company is complying with all the guidelines issued by the Governmentto control the spread of Corona virus. The Company is taking measures frequently tosanitize its working premises and also taking steps to spread awareness amongst the officestaffs. The Company has now fully resumed its operations according to the permissibleGovernment guidelines. The Company expects to come in its normal working operation in duecourse; however this is contingent on various external factors such as spread of COVID-19pandemic lockdown guidelines etc.

5. DIVIDEND:

The Board of Directors of the Company has proposed dividend of Rs 0.50/ - per equityshare for the financial year 2019-20 which is subject to approval of members in AnnualGeneral Meeting. If approved as stated final dividend will be paid to the shareholderswhose names appear as members in the Register of Members of the Company as on 28thAugust 2020. The total dividend appropriation (excluding dividend distribution tax) forthe financial year 2019-20 is Rs 10541395/-.

The Register of Members and Share transfer books will remain closed from 29thAugust 2020 to 04th September 2020 (both days inclusive) for the purpose ofpayment of final dividend for the financial year ended 31stMarch 2020 and theAnnual general meeting.

6. CHANGES IN NATURE OF BUSINESS

There is no change in the nature of business as carried on by the company.

7. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves.

8. SHARE CAPITAL

The Authorized Share Capital of your Company is Rs. 240000000/- comprising of24000000 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs.210827900/- comprising of 21082790 Equity Shares of Rs.10/- each. During the yearthe Company has not altered its share capital.

9. EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9

The extract of the annual return pursuant to section 92(3) of the Companies Act 2013and Rule 12(1) of the Companies (Management and Administration) Rules 2014 is furnishedin "Annexure A" and is attached to this report.

10. BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING

During the year under review thirteen (13) Board meetings were held. The maximum time-gap between any two consecutive meetings did not exceed 120 days. The Board met on

15.04.2019 17.05.2019 29.05.2019 27.06.2019 29.06.2019 29.07.2019 25.09.201922.10.2019 14.11.201910.01.202010.02.2020 27.02.2020 06.03.2020.

The Details of Number of Board meeting attended by each director are as follows:-

Sr. No. Name of Director No. of Board Meeting Attended
1 Mr. Ratan Kumar Agrawal 13
2 Mr. Manoj Kumar Agrawal 5
3 Mr. Ravi Agrawal 13
4 Mrs Shakuntala Devi Agrawal 13
5 Mr. Sahil Batra 5
6 Mr. Raj Kumar Jain 5

Further Independent Directors' separate meeting was duly convened and held on30.03.2020 to discuss:

a) Review & Evaluation of the performance of Non-Independent Directors and theBoard of Directors as a whole.

b) Review of the performance of the Executive and Non-Executive Directors.

c) Assessment of the quality quantity and timeliness of flow of information betweenthe Management and the Board.

11. BOARD'S RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state —

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from the same;

b) the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are 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 year;

c) the directors have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

d) the directors had prepared 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 are operatingeffectively;

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under report the Company has entered into transactions with relatedparty and all such transactions were carried on at arm's length price in the ordinarycourse of business. Information on transactions with related parties pursuant to section134(3)(h) of the act read with Rule 8(2) of Companies (Accounts) Rules 2014 are given in "Annexure-B"in Form AOC-2 and the same forms part of this report.

13. AUDITORS

(i) Statutory Auditor:

M/s. Agrawal & Pansari Chartered Accountants Raipur were appointed at the annualgeneral meeting held on 09th July 2018 as statutory auditor of the Company tohold office until conclusion of Annual General Meeting to be held in the year 2023.

Section 139 of the Act has been amended vide the Companies (Amendment) Act 2017 by theMinistry of Corporate Affairs on 07th May 2018 and has done away with therequirement of seeking ratification of Members for appointment of Auditors at every annualgeneral meeting. Accordingly no resolution is being proposed for ratification ofappointment of Statutory Auditors at the ensuring AGM. Under Section 139 and 141 of theAct and Rules framed there under M/s. Agrawal & Pansari confirmed that they are notdisqualified from continuing as statutory auditors of the Company and furnished a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.

(ii) Internal Auditor:

M/s G. Kumar & Company Chartered Accountants Raipur (FRN No. 0322108E) hascontinued as Internal Auditors of the Company.

14. AUDITORS' REPORT

There is no qualification in the Auditors' Report and hence no explanation is calledfor.

15. SECRETARIAL AUDIT

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 hasappointed M/s Anil Agrawal & Associates Company Secretaries to undertake theSecretarial Audit of the Company for the F.Y. 2019-20. The report of the Secretarial Auditis annexed to this report as "Annexure C".

Secretarial Auditors' report is self explanatory and therefore does not require furthercomments and explanation.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

During the year under report the Company has not granted any loan or provided anyguarantee or made any investment as specified in Section 186 (2) of the Companies Act2013. Hence no approval from the shareholders in this regard was required.

17. PREVENTION PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN &WORKPLACE

The Company has accepted zero tolerance policy on sexual harassment. In that line theBoard takes anti sexual harassment initiatives by way of Prevention Prohibition andRedressal of Sexual Harassment at the Workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules there under and they responsible to inquire into complaints (if any) of sexualharassment and take appropriate action. There aims to provide protection to employees atthe workplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where employees feel secure.

The Company has not received any complaint of sexual harassment during the financialyear 2019-20.

18. INDUSTRIAL RELATIONS

The company has maintained good industrial relations on all fronts. Your directors wishto place on record their appreciation for the honest and efficient services rendered bythe employees of the company.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company has a professional Board with right mix of knowledge skills and expertisewith an optimum combination of executive nonexecutive and independent Directors includingone woman Director. The Board provides strategic guidance and direction to the Company inachieving its business objectives and protecting the interest of the stakeholders.

Mr. Ratan Kumar Agrawal (DIN: 01608584) continued as Managing Director of the Company.Mr Manoj Kumar Agrawal (DIN: 01590282) & Mr Ravi Agrawal (DIN: 01392652) continued asWholetime Directors of the Company. Mr Sahil Batra (DIN: 06422459) and Mr Raj Kumar Jain(DIN: 08015385) continued as Independent Directors of the Company. Smt. Shakuntala DeviAgrawal (DIN: 01608318) continued as Non-Executive Director of the Company. As per Section149(1) read with Rule 3 of The Companies (Appointment and Qualification of directors)Rules 2014 we also consider Smt. Shakuntala Devi Agrawal as the women director of thecompany.

Mr Akshay Agrawal had continued as Chief Financial Officer (CFO) of the Company and MrAakash Kumar Sahu continued as Company Secretary of the Company.

Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every AGM.Consequently Smt Shakuntala Devi Agrawal (DIN: 01608318) will retire by rotation at theensuing AGM and being eligible offer herself for re-appointment in accordance withprovisions of the Companies Act.

20. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE:

As required under the provisions of section 177 of the Companies Act 2013 and Rulesmade there under the Company has an adequately qualified Audit Committee constituted inaccordance with the provisions of Companies Act 2013.

The Audit Committee continued working under Chairmanship of Shri Raj Kumar Jain withShri Sahil Batra and Shri Manoj Agrawal as co-members. During the year the sub-committeemet on 27.05.201915.07.2019 05.11.2019 and 15.02.2020 with full attendance of all themembers.

The composition of the Audit Committee as at March 31 2020 is as under:

Name of Director Category
Raj Kumar Jain Non Executive Independent Director
Sahil Batra Non Executive Independent Director
Manoj Kumar Agrawal Executive Director

Terms of Reference:

The terms of reference of the Audit Committee are broadly as follows:

a. Oversight the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible

b. Review and compliance of internal control systems.

c. Investigation of any financial matter or a transaction.

d. Review of the scope of Audit the half yearly and Annual Financial statements beforesubmission to the Board.

e. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.

f. Assessing the objectivity of the external auditors including the consideration ofany other non-audit work performed by the external auditors.

g. Carrying out any other function.

B. NOMINATION AND REMUNERATION COMMITTEE:

As required under the provisions of section 178 of the Companies Act 2013 and Rulesmade there under the Nomination and Remuneration Committee continued working underChairmanship of Shri Sahil Batra with Shri Raj kumar Jain and Smt. Shakuntala Devi Agrawalas co-members. During the year the sub-committee met on 28.05.2019 15.07.201905.11.2019 and 15.02.2020 with full attendance of all the members.

The composition of the Nomination and Remuneration Committee as at March 31 2020 is asunder:

Name of Director Category
Sahil Batra Non Executive Independent Director
Rajkumar Jain Non Executive Independent Director
Shakuntala Devi Agrawal Non Executive Director

Terms of Reference: The terms of reference of the Nomination and RemunerationCommittee are broadly as follows:

a. Review the performance of the Managing Director and the Whole-time Directors afterconsidering the Company's performance.

b. Recommend to the Board remuneration including salary perquisites and commission tobe paid to the Company's Managing Director and Whole-time Directors.

c. Finalize the perquisites package of the Managing Director and Whole-time Directorswithin the overall ceiling fixed by the Board.

d. Recommend for appointment of Managing Directors & Whole Time Director.

e. Recommend for increase in Remuneration of Managing Director & Whole TimeDirector.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of section 178 of the Companies Act 2013 and Rules madethere under the Company has an adequately qualified Stakeholders Relationship Committeeconstituted in accordance with the provisions of Companies Act 2013.

The Stakeholders Relationship Committee continued working under Chairmanship of ShriSahil Batra with Shri Ratan Kumar Agrawal and Shri Manoj Agrawal as co-members. During theyear the sub-committee met on 21.09.2019 & 13.03.2020 full attendance of all themembers.

The composition of the Stakeholders Relationship Committee as at March 31 2020 is asunder:

Name of Director Category
Sahil Batra Non Executive Independent Director
Ratan Kumar Agrawal Managing Director
Manoj Kumar Agrawal Executive Director

Terms of Reference: The terms of reference of the Stakeholders RelationshipCommittee are broadly as follows:

a. Formulation of policies and procedures in line with the statutory guidelines toensure speedy disposal of various requests received from security holders from time totime.

b. Redressal of shareholders and investor complaints/ grievances e.g. transfers ofshares non-receipt of balance sheet non-receipt of declared dividend etc.

c. To approve register refuse to register transfer / transmission of shares and othersecurities.

d. To sub-divide consolidate and / or replace any share or other securitiescertificate(s) of the Company.

e. To authorize printing of Share Certificates post authorization from the Board ofDirectors of the Company.

f. To monitor and review the performance and service standards of the Registrar andShare Transfer Agents of the Company and provides continuous guidance to improve theservice levels for investors.

g. Monitor and review any investor complaints received by the Company or through SEBISCORES and ensure its timely and speedy resolution in consultation with the CompanySecretary and Compliance officer and RTA of the Company.

D. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMIITTEE

Pursuant to the As provisions of section 135 of the Companies Act 2013 and Rules madethere under the Company has an adequately qualified Corporate Social ResponsibilityCommittee constituted in accordance with the provisions of Companies Act 2013.

The Corporate Social Responsibility continued working under Chairmanship of Shri SahilBatra with Shri Raj kumar Jain and Smt. Shakuntala Devi Agrawal as co-members. During theyear the sub-committee met on 28.05.2019 20.07.2019 & 25.03.2020 with fullattendance of all the members.

The composition of the Corporate Social Responsibility Committee as at March 31 2020is as under:

Name of Director Category
Sahil Batra Non Executive Independent Director
Rajkumar Jain Non Executive Independent Director
Shakuntala Devi Agrawal Non Executive Director

Terms of Reference:

a. To make CSR Policy of the company which shall indicate the activities to beundertaken by the Company as specified in Schedule VII of the Companies Act 2013;

b. recommend the amount of expenditure to be incurred on the activities referred to inclause (a) and

c. monitor the CSR Policy of the Company from time to time.

A detailed report on the CSR initiatives undertaken by the Company for the financialyear ended on March 31 2020 is attached and annexed as "Annexure D" andforms a part of this report.

21. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEESOF THE COMPANY FOR THE FINANCIAL YEAR 2019-20

The information required pursuant to section 197 (12) read with Rule 5 (1) (i) of theCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration ofeach director to the median remuneration of the employee of the Company for the financialyear 2019-20 forms part of this report as "Annexure-E".

22. COMPANY'S POLICY ON DIRECTORS APPOINTMENT NOMINATION REMUNERATION AND FORMALEVALUATION

Pursuant to provisions of Section 178 (1) of the Companies Act 2013 the Board has onthe recommendation of the Nomination & Remuneration Committee framed a policy forselection nomination appointment and remuneration of Directors suitably containing thecriteria determining qualifications positive attributes and independence of a Director.

23. FORMAL EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has carried out annual performance evaluation of its own performance thedirectors individually as well the evaluation of the working of its Audit CommitteeNomination & Remuneration Committee Shareholders Grievance committee and CorporateSocial Responsibility Committee.

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH AREREPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under Section 143(12) of theCompanies Act 2013 including rules made there under.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015Management Discussion and Analysis report forms part of this Annual Report as "AnnexureF".

26. CORPORATE GOVERNANCE

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Para C of Schedule V relating to Corporate Governance Report shall notapply to company listed on SME Exchange. The Company being a company listed on BSE SMEPlatform preparation of corporate governance is not applicable.

27. RISK MANAGEMENT

The company has been following the principle of risk minimization as it is the norm inevery industry. The Board has adopted steps for framing implementing and monitoring therisk management plan for the company. The main objective of this policy is to ensuresustainable business growth with stability and to promote a pro-active approach inreporting evaluating and resolving risks associated with the business. In order toachieve the key objective the policy establishes a structured and disciplined approach torisk management in order to guide for decisions on risk related issues. In today'sChallenging and competitive environment strategies for mitigating inherent risk inaccomplishing the growth plans of the company are imperative. The Common risks inherentare: Regulations Competition business risk technology obsolescence long terminvestments and expansion of facilities. Business risk inter alia includes financialrisk political risk legal risk etc. As a matter of policy these risk are assessed andsteps as appropriate are taken to mitigate the same.

28. DISCLOSURE ON VIGIL MECHANISM

Pursuant to Section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanism fordirectors and employees to report genuine concerns has been established in order toensure that the activities of the company and its employees are conducted in a fair andtransparent manner by adoption of highest standards of professionalism honesty andintegrity and ethical behavior. The Company has established a vigil mechanism throughwhich Directors employees and business associates may report unethical behaviourmalpractices wrongful conduct fraud violation of Company's code of conduct without fearof reprisal. The Company has set up a Direct Touch initiative under which all Directorsemployees business associates have direct access to the Chairman of the Audit committeeand also to a three-member direct touch team established for this purpose. The directtouch team comprises one senior woman member so that women employees of the Company feelfree and secure while lodging their complaints under the policy.

29. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO

29.1 Conservation of Energy:

a. The steps taken or impact on conservation of energy:-The company is puttingcontinues efforts to reduce the consumption of energy and maximum possible saving ofenergy.

b. The steps taken by the company for utilizing alternate sources of energy:-TheCompany has used alternate source of energy whenever and to the extent possible.

c. The capital investment on energy conservation equipments:- NIL

29.2 Technology Absorption:

a. The effort made towards technology absorption:-No specific activities have been doneby the Company.

b. The benefits derived like product improvement cost reduction product developmentor import substitution:-No specific activity has been done by the Company

c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year:- NA

d. The expenditure incurred on Research & Development:- NIL

29.3 Foreign Exchange Earnings and Outgo:

There was no Foreign Exchange earnings and outgo during the financial year as requiredby the Companies (Accounts) Rules 2014.

30. PARTICULARS OF EMPLOYEES

There are no employees in the Company drawing remuneration of more than Rs. 850000/ -rupees per month or 10200000/- rupees per annum as prescribed in Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.

31. SUBSIDARY JOINT VENTURE AND ASSOCIATE COMPANY:

Your Company does not have any Subsidiary Joint Venture or Associate company.

32. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

COVID-19 certainly has a negative impact on the growth of the company. The business ofthe company is affected due to lockdown and various restrictions issued by the Central andState Government. However the Company is taking adequate measures to cope up in thisdifficult situation. In view of prevailing CoVID-19 situation the Company's revenue for1st quarter of FY 2020-21 is likely to be impacted hence the management is under processof revising its budgets and estimations. As the business situation is very dynamic thecompany is closely monitoring it and hopes the same could normalize in near future.

There have been no other material changes and commitments if any affecting thefinancial position of the Company which have occurred between the end of the Financialyear i.e. 31st March 2020 to which the Financial Statements relate and the date of thereport if any disclosed in separate respective head.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts/Tribunalsimpacting the going concern status of the Company and its future operations.

34. DEPOSITS

During the year Company has not accepted deposits from the public in terms of thedirectives issued by the Reserve Bank of India and the provisions of section 73 to 76 orany other relevant provisions of the Companies Act 2013 and the rules made there underhence information regarding outstanding deposits is not required.

35. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary Declaration from each Independent Directors of theCompany as per the provisions of Section 149(7) of the Companies Act 2013 that they meetsthe criteria of Independence laid down in section 149(6) of the Companies Act 2013 readwith the Rule 4 of Companies (Appointment and Qualification of Directors) Rule 2014 andthe SEB1 (Listing Obligations and Disclosure Requirements) Regulations 2015.

36. VOTING THROUGH ELECTRONIC MEANS

Pursuant to the provisions of Section 108 of the Companies Act 2013 read with therules made there under and Regulations 44 of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 your Company has taken necessary steps to make availablethe facility to its members the facility to exercise their right to vote by Electronicmeans.

37. DEMATERIALIZATION OF COMPANY'S SHARES

Your company has provided the facility to its shareholders for dematerialization oftheir shareholding by entering into an agreement with The National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). The IS1N numberallotted to the company is (1NE426Z01016).

38. SERVICES TO SHAREHOLDERS

All matters relating to transfer/transmission of shares issue of duplicate sharecertificates payment of dividend de-materialization and re-materialization of shares andredressal of investors grievances are carried out by the Company's RTA i.e. M/s. Big shareServices Pvt. Ltd. Mumbai.

39. SECRETARIAL STANDARDS

Your company has complied with the Secretarial Standard as issued by the Institute ofCompany Secretaries of India.

40. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for significantcontribution made by the employees at all the levels through their dedication hard workand commitment thereby enabling the Company to boost its performance during the year underreport.

Your Directors also take this opportunity to place on record the valuable co-operationand continuous support extended by its valued business associates Practicing CompanySecretary Auditors Supplier Customers Banks/Financial Institutions Governmentauthorities and the shareholders for their continuously reposed confidence in the Companyand look forward to having the same support in all its future endeavors.

On behalf of the Board of Directors

Ratan Kumar Agrawal Ravi Agrawal
(Chairman &Managing Director) (Wholetime Director)
DIN: 01608584 DIN: 01392652
Date: 27.07.2020
Place: Raipur

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