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Phillips Carbon Black Ltd.

BSE: 506590 Sector: Industrials
NSE: PHILIPCARB ISIN Code: INE602A01023
BSE 14:46 | 26 Oct 233.60 0.70
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233.00

HIGH

237.60

LOW

231.85

NSE 14:39 | 26 Oct 233.65 0.75
(0.32%)
OPEN

232.65

HIGH

237.80

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OPEN 233.00
PREVIOUS CLOSE 232.90
VOLUME 50948
52-Week high 278.65
52-Week low 136.90
P/E 10.64
Mkt Cap.(Rs cr) 4,409
Buy Price 233.50
Buy Qty 225.00
Sell Price 233.75
Sell Qty 24.00
OPEN 233.00
CLOSE 232.90
VOLUME 50948
52-Week high 278.65
52-Week low 136.90
P/E 10.64
Mkt Cap.(Rs cr) 4,409
Buy Price 233.50
Buy Qty 225.00
Sell Price 233.75
Sell Qty 24.00

Phillips Carbon Black Ltd. (PHILIPCARB) - Director Report

Company director report

To the members

Your Directors have pleasure in presenting the sixtieth Annual Reporton the business and operations of Phillips Carbon Black Limited and the Audited Accountsfor the financial year ended 31st March 2021.

FINANCIAL HIGHLIGHTS (Amount in Rs. crores)
Particulars Year ended 31.03.21 Year ended 31.03.20
Revenue from operations 2659.52 3243.54
PBDIT 524.12 488.03
Less: Finance and hedging cost including foreign currency fluctuation (net) 23.64 44.83
PBDT 500.48 443.20
Less: Depreciation 110.12 92.36
PBT 390.36 350.84
Tax expense 78.09 67.35
PAT 312.27 283.49
Earnings Per Equity Share (EPS) (in Rs.) 18.12 16.45

The financial statements for the year ended 31st March 2021 have beenprepared in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of theCompanies Act 2013 as amended ("the Act") read with the Companies (IndianAccounting Standards) Rules 2015.

DIVIDEND

The Board of Directors of the Company at its Meeting held on Wednesday20th January 2021 has declared an Interim Dividend @ 350 % i.e. ' 7 /- per equity shareon the face value of Rs.2/- per equity share for the financial year ended 31st March2021. The said Interim Dividend was paid on and from 12th February 2021. The dividendrecommendation is in accordance with the Dividend Distribution Policy of the Company whichis annexed and forms part of the Annual Report and the same is available on theCompany's website and can be accessed athttps://www.pcblltd.com/investor-relation/general-policies. There has been no change inthe policy during the year. The Notice convening the ensuing Annual General Meeting("AGM") of the Members of the Company includes an item for confirmation of thesaid interim dividend.

PERFORMANCE OVERVIEW

Carbon Black

Your Company's FY21 EBITDA was ' 524 crore as against ' 488 crorein the previous year. PAT for the year was ' 312 crore which is around 1.10 times that ofprevious year's PAT of ' 283 crore even in the backdrop of the continued globalrecession in the automobile industry further aggravated by the COVID-19 pandemic.

Power

Your Company's power segment revenue (excluding inter segmentrevenue) in FY'21 was at ' 67 crore lesser by ' 19 crore as compared to ' 86 crorein FY 20 on the back of lower sales volume as well as lower realization.

A detailed review of the operations of the Company for the financialyear ended 31st March 2021 is given in the Management Discussion and Analysis Reportwhich forms a part of this Report.

COVID 19

In view of the lockdown across the country due to the COVID-19pandemic manufacturing operations of the Company across all its locations were suspendedtemporarily during March and April-2020 in compliance with the directives/orders issuedby the relevant authorities. The consolidated financial results for the year ended March31 2021 were impacted by disruptions owing to COVID 19. The Company has made anassessment of the recoverability and carrying values of its assets comprising propertyplant and equipment inventories receivables and other current / non-current assets as of31 March 2021 and on the basis of evaluation has concluded that no material adjustmentsare required in the financial results. The Company is taking all the necessary steps andprecautionary measures to ensure smooth functioning of its operations and to ensure thesafety and well-being of all its employees. Given the criticalities associated withnature condition and duration of COVID-19 the impact assessment on the Company'sfinancial statements will be continuously made and provided for as required.

MANUFACTURING

Carbon Black production during FY21 is 384786 MT as compared to FY20407887 MT in the previous year. Production reduction was observed due to lockdownimposed by the Government which was taken as a preventive measure of Corona Virus.

The Company has commissioned 2 (two) specialty black lines at PalejGujarat for production of a wide range of specialty black grades totalling about 32 KTPAto service growing needs of its customers. The greenfield project of about 150 KTPA forthe manufacturing of various grades of carbon black and green power plant spread over 60acres of land in Tamil Nadu is progressing strategically. Green power plants in KochiPalej and Mundra are expected to be commissioned within FY 2022. With its strategicallylocated four plants and seamless ability to switch between alternative feedstocks therebyensuring raw material flexibility PCBL is well poised to service customers in India andthe overseas. Plants' proximity to sea ports help keep down logistics costs bothwithin India and abroad.

CREDIT RATINGS

During the year under review the Company had received its creditratings from CARE and ICRA. The Rating Committee of CARE Ratings Limited after dueconsideration reviewed the Credit Rating for Bank facilities and Commercial Paper (CP)issue aggregating to ' 500 crore. CARE Ratings have assigned the Rating of the Long termbank facilities amounting to ' 550 crores as CARE AA- (Double A minus; Outlook - Stable)and Long term / short term bank facilities amounting to ' 1850 crore as CARE AA-; Stable /CARE A1 + (Double A Minus; Outlook: Stable / A One Plus). Besides CARE Ratings haveassigned the Rating of Commercial Paper amounting to ' 500 crore as CARE A1 + (A OnePlus). Furthermore ICRA Limited after due consideration revised the Credit Rating of '400 crore Line of Credit of the Company from [ICRA] AA - (pronounced ICRA double A minus)to [ICRA] AA (pronounced ICRA double A ("Rating"). The outlook on the long-termrating is Stable.

INCORPORATION OF A NEW SUBSIDIARY

PCBL (TN) Limited a wholly owned subsidiary of the Company for thepurpose of setting up of a plant in the state of Tamil Nadu for manufacturing and sale ofcarbon black power and related products has been incorporated on 29th September 2020and its operations would commence in due course.

SUBSIDIARY COMPANIES

The Company has three subsidiaries as on date namely Phillips CarbonBlack Cyprus Holding Limited Phillips Carbon Black Vietnam Joint Stock Company and PCBL(TN) Limited. There are no associate companies or joint venture companies within themeaning of Section 2(6) of the Act.

The Company has prepared a Consolidated Financial Statement of theCompany and of all the subsidiaries namely Phillips Carbon Black Cyprus Holding LimitedPhillips Carbon Black Vietnam Joint Stock Company and PCBL (TN) Limited in the form andmanner as that of its own duly audited by M/s. S R Batliboi & Co. LLP the statutoryauditors in compliance with the applicable accounting standards and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended by the SEBI(Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018(hereinafter referred to as the ‘SEBI Listing Regulations.')

The Consolidated Financial Statements for the year 2020-21 form a partof the Annual Report and Accounts and shall be laid before the Members of the Company atthe AGM while laying its financial statements under sub-section (2) of the said section.Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing the salient features of the financialstatements of the Company's subsidiaries in Form AOC-1 is attached to the financialstatements of the Company.

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited accounts in respect of subsidiaries are available on thewebsite of the Company at www.pcblltd.com under the segment ‘InvestorRelations'. Shareholders desirous of obtaining the Accounts of the Company'ssubsidiaries may obtain the same upon request by email to the Company's email i.d. -pcbl.investor@rpsg.in .

The Company does not have any material subsidiary in the immediatelypreceding accounting year. However as per Regulation 16 of the SEBI Listing Regulationsthe Company has adopted the policy for determining ‘material' subsidiarieswhich states that a ‘material' subsidiary means a subsidiary whose income ornet worth exceeds 10% of the consolidated income or net worth respectively of the Companyand its subsidiaries in the immediately preceding accounting year.

A Policy on ‘material subsidiaries' was formulated by theAudit Committee of the Board of Directors of the Company and the same is also posted onthe Company's website and may be accessed at the link:.www.pcblltd.com/investor-relation/general-policies .

DELISTING OF EQUITY SHARES FROM CALCUTTA STOCK EXCHANGE

The Board of Directors of the Company at its Meeting held on 16thOctober 2020 approved inter alia a proposal for voluntary delisting of theCompany's equity shares from Calcutta Stock Exchange ("CSE") only (ScripCode: 26125) as there has been no trading in the Equity Shares of the Company listed onCSE for several years. CSE does not have nationwide trading terminal. Hence such listingwas serving no useful purpose. Accordingly the Equity Shares of the Company were delistedfrom CSE w.e.f. 11th November 2020 in response to the application made by the Companywith CSE Limited for voluntary delisting of its equity shares pursuant to Regulations 6and 7 of the SEBI (Delisting of Equity Shares) Regulations 2009. The Equity Shares of theCompany continue to remain listed on both NSE and BSE.

SHARE CAPITAL

Your Company's paid-up Equity Share Capital as on 31st March 2021stood at ' 34.47 crore. During the year under review the Company has not issued shareswith differential voting rights nor granted stock options nor sweat equity. As on 31stMarch 2021 none of the Directors of the Company hold shares or convertible instruments ofthe Company.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI Listing Regulations aseparate section on the Management Discussion and Analysis as approved by the Board ofDirectors which includes details on the state of affairs of the Company is given in‘Annexure-A' which is annexed hereto and forms a part of the Board'sReport.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on 31st March 2021 is available on the website of the Company at thelink : https://www.pcblltd. com/investor-relation/compliances-under-sebi-regulations/annual-general-meetings.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of Section 134of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 are given in‘Annexure-B' which is annexed hereto and forms a part of the Board'sReport.

PUBLIC DEPOSITS

The Company does not have any Public Deposits under Chapter V of theAct and has repaid all Public Deposits that matured and were claimed by the depositorsunder the earlier Public Deposit Schemes. There is no outstanding balance as on 31st March2021.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

There are no material changes and commitments affecting the financialposition of the Company that have occurred between the close of the financial year ended31st March 2021 and the date of this Board's Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSCOURTS AND TRIBUNALS

No significant and material order has been passed by the RegulatorsCourts and Tribunals impacting the going concern status and the Company's operationsin future.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

A detailed section on the Company's internal financial controlswith reference to financial statements and its adequacy is a part of the ManagementDiscussion and Analysis Report which forms a part of the Board's Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments are given in the notes tothe financial statements.

COMMITTEES OF THE BOARD

Currently the Board has six committees: Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee Independent Directors' Committee and the Risk ManagementCommittee. A detailed note on the composition of the Board and its committees is providedin the Corporate Governance Report section of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company's commitment to create significant and sustainablesocietal value is manifest in its Corporate Social Responsibility (CSR) initiatives andits sustainability priorities are deeply intertwined with its business imperatives. Overthe period of its long existence the Company has upheld its tradition of communityservice and tried to reach out to the underprivileged in order to empower their lives andprovide holistic development. The Company's focus areas are concentrated onincreasing access to health education environment sustainability community developmentand holistic development with a focus on underprivileged people living around itsmanufacturing units and other establishments. In accordance with Section 135 of the Actas amended read with Notification issued by the Ministry of Corporate Affairs(‘MCA') dated 22nd January 2021 and the rules made thereunder the Company hasformulated a Corporate Social Responsibility Policy a brief outline of which along withthe required disclosures is given in ‘Annexure-C' which is annexed hereto andforms a part of the Board's Report.

The Company along with other companies of the Group has set up theRP-Sanjiv Goenka Group CSR Trust to carry out CSR activities. During the year 2020-21 theCompany has undertaken the CSR initiatives in the fields of promoting education promotingrural development promoting healthcare making available safe and clear drinking waterenvironment sustainability and community development thereby helping in the upliftment ofthe underprivileged and disadvantaged sections of the society. All the CSR activities fallwithin the purview of Schedule VII of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014.

The detail of the CSR Policy is also posted on the Company'swebsite and may be accessed at the link: www.pcblltd.com/investor-relation/general-policies .

The Company runs its own socio-economic development initiatives in andaround its manufacturing units. The Company continues to do its best to support itscommunities during the current situation. The company's thoughts are with thosedirectly affected by COVID-19 and with the healthcare professionals and frontline warriorswhose role in combating this virus is wholeheartedly appreciated.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) of the Act and SEBIListing Regulations the Company has framed a Whistle Blower Policy / Vigil Mechanism forDirectors employees and stakeholders for reporting genuine concerns about any instance ofany irregularity unethical practice and/or misconduct. Besides as per the requirement ofClause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations as amendedby SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 the Companyensures to make employees aware of such Whistle Blower Policy to report instances of leakof unpublished price sensitive information. The Vigil Mechanism provides for adequatesafeguards against victimization of Directors or Employees or any other person who availthe mechanism and also provide direct access to the Chairperson of the Audit Committee.The details of the Vigil Mechanism / Whistle Blower Policy are also posted on theCompany's website and may be accessed at the link:https://www.pcblltd.com/responsibility/policy.

BOARD EVALUATION

The Company has devised a formal process for annual evaluation ofperformance of the Board its Committees and Individual Directors ("PerformanceEvaluation") which include criteria for performance evaluation of non -executivedirectors and executive directors as laid down by the Nomination and RemunerationCommittee and the Board of Directors of the Company. It covers the areas relevant to thefunctioning as Independent Directors or other directors member of the Board or Committeeof the Board. The Independent Directors carried out annual performance evaluation of theChairman and Executive Directors. The Board carried out annual performance evaluation ofits own performance. The performance of each Committee was evaluated by the Board basedon report on evaluation received from respective Committees. A consolidated report wasshared with the Chairman of the Board for his review and giving feedback to each Director.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for the selection and appointment of Directors SeniorManagement Personnel and their remuneration. The Remuneration Policy and the detailspertaining to the remuneration paid during the year are furnished in the CorporateGovernance Section of the Annual Report.

The Remuneration Policy is also posted on the Company's websiteand may be accessed at the link:https://www.pcblltd.com/investor-relation/general-policies.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course ofbusiness. Hence the provisions of Section 188 of the Act are not attracted. Thusdisclosure in Form AOC-2 is not required. Further there are no materially significantRelated Party Transactions during the year under review made by the Company with itsPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committeefor approval.

The Policy on Related Party Transactions duly approved by the Board ofDirectors of the Company is posted on the Company's website and may be accessed atthe link: https://www.pcblltd.com/investor-relation/general-policies.

RISK MANAGEMENT

Risk Management is the process of identification assessment andprioritization of risks followed by coordinated efforts to minimise monitor andmitigate/control the probability and/or impact of unfortunate events or to maximise therealisation of opportunities. Risk Management Policy enables the Company to proactivelymanage uncertainties and changes in the internal and external environment to limitnegative impacts and capitalize on opportunities. The Company has laid down acomprehensive Risk Assessment and Minimisation Procedure in accordance with therequirements of the Act and the SEBI Listing Regulations which is reviewed by the RiskManagement Committee and approved by the Board from time to time. This procedure isreviewed to ensure that the executive management controls risk through means of a properlydefined framework. Detailed discussion on Risk Management is covered in the ManagementDiscussion and Analysis Report (‘Annexure - A') which forms a part of the AnnualReport.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 197 of the Act and Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 particulars of the employees concerned forms a part of the Board'sReport. Having regard to the provisions of Section 136 of the Act the Annual Report andAccounts excluding the aforesaid information are being sent to the Members of the Companyby e-mail. Any Member interested in obtaining such particulars may write to the CompanySecretary of the Company at pcbl.agm2021@rpsg.in .

KEY MANAGERIAL PERSONNEL

During the year there was no change in the Key Managerial Personnel ofthe Company.

DETAILS RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNELAND EMPLOYEES

Disclosure pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is marked as ‘Annexure - D'which is annexed hereto and forms a part of the Board's Report.

LISTING

The equity shares of the Company continue to be listed on the NationalStock Exchange (NSE) and Bombay Stock Exchange (BSE). The Company has delisted its equityshares from Calcutta Stock Exchange Limited (‘CSE'). The Company has paid therequisite listing fees to all the Stock Exchanges for FY 2021-22.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as prescribed under the SEBIListing Regulations together with a certificate from the Company's Auditorsconfirming compliance is set out in the Annexure forming part of this Annual Report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the year 2020-2021 the Board of Directors met four times. Thedetails of the number of meetings of the Board of Directors held during FY 20-21 have beendetailed in the Corporate Governance Section of the Annual Report.

The Company has complied with the Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act the Directors to the bestof their knowledge and belief confirm that:

i) In the preparation of the annual accounts for the financial yearended 31st March 2021 the applicable accounting standards have been followed and thereare no material departures;

ii) Appropriate accounting policies have been selected and appliedconsistently and judgments and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the period;

iii) Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis;

v) I nternal financial controls laid down by the Directors have beenfollowed by the Company and such internal financial controls are adequate and areoperating effectively; and

vi) Proper systems to ensure compliance with the provisions of allapplicable laws are in place and are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from eachIndependent Director under Section 149(7) of the Act that he/she meets the criteria ofindependence laid down in Section 149(6) of the Act and Regulation 16(1 )(b) read withRegulation 25(8) of the SEBI Listing Regulations. The Board have taken on record thesedeclarations after undertaking the due assessment of the veracity of the same.

STATUTORY AUDITORS AND AUDITOR'S REPORT

In terms of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 Members of the Company in 56th Annual GeneralMeeting held on 21st September 2017 approved the appointment of M/s. S R Batliboi andCo. LLP Chartered Accountants (ICAI Registration No-301003E/ E300005) as the StatutoryAuditors of the Company for an initial term of five consecutive years i.e. from theconclusion of the 56th AGM till the conclusion of the 61st AGM of the Company to be heldin the year 2022. The Statutory Auditors have confirmed they are not disqualified fromcontinuing as Auditors of the Company.

The Report given by M/s. S R Batliboi and Co. LLP CharteredAccountants on the financial statement of the Company for the year 20-21 is part of theAnnual Report. The Notes on financial statement referred to in the Auditors' Reportare self-explanatory and do not call for any further comments. The Auditors' Reportdoes not contain any qualification reservation adverse remark or disclaimer. During theyear under review the Auditors had not reported any matter under Section 143 (12) of theAct therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

COST ACCOUNTS AND COST AUDITORS

Pursuant to Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 the Cost Audit records maintained by the Company relatingto manufacturing of Carbon Black and generation and transmission of electricity at itsplants located at Durgapur in West Bengal Kochi in Kerala Mundra and Palej in Gujaratis required to be audited. Accordingly the Directors of the Company had on therecommendation of the Audit Committee of the Board of Directors of the Company appointedMessrs Shome & Banerjee to audit the cost accounts for the FY 21-22 at a remunerationof ' 550000/- (Rupees Five Lakhs Fifty Thousand only). As required under the Act theremuneration payable to the Cost Auditors is required to be placed before the Members in aGeneral Meeting for their ratification. Accordingly a Resolution seeking ratification ofthe Members for the remuneration payable to Messrs Shome & Banerjee Cost Auditors isincluded at Item No. 5 of the Notice convening the AGM.

The Company has received their written consent that the appointment isin accordance with the applicable provisions of the Act and rules framed thereunder. TheCost Auditors have confirmed they are not disqualified to be appointed as the CostAuditors of the Company for the year financial year ending 31st March 2022.

The Company submits its Cost Audit Report with the Ministry ofCorporate Affairs within the stipulated time period.

SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS

The Secretarial Audit was carried out by M/s. Anjan Kumar Roy &Co. Company Secretaries (Membership No. FCS 5684) for the financial year ended on 31stMarch 2021.

The Report given by the Secretarial Auditors is marked as‘Annexure -E' and forms a part of the Board's Report. The Secretarial AuditReport is self-explanatory and do not call for any further comments. The Secretarial AuditReport does not contain any qualification reservation adverse remark or disclaimer.During the year under review the Secretarial Auditors had not reported any matter underSection 143 (12) of the Act therefore no detail is required to be disclosed under Section134 (3)(ca) of the Act.

During the Financial Year your Company has complied with applicableSecretarial Standards i.e. SS-1 and SS-2 relating to "Meetings of the Board ofDirectors" and "General Meetings" respectively.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013 covering all employees of the Company. The Companyhas complied with the provisions relating to the constitution of the Internal ComplaintsCommittee under the Sexual Harassment Of Women At Workplace (Prevention Prohibition AndRedressal) Act 2013.

BUSINESS RESPONSIBILITY REPORT

A detailed Business Responsibility Report as required under Regulation34 of the SEBI Listing Regulations is marked as ‘Annexure - F' which is annexedhereto and forms a part of the Board's Report.

QUALIFICATION RESERVATION OR ADVERSE REMARK IN THE AUDIT REPORTS

There is no qualification reservation or adverse remark made by theStatutory or Cost or Secretarial Auditors in their Audit Reports issued by them.

DIRECTORS

Mrs. Preeti Goenka retires by rotation at the forthcoming AGM and beingeligible offers herself for re-appointment.

Details of the proposal of re-appointment of Mrs. Preeti Goenka ismentioned in the Statement u/s 102 of the Act of the Notice of the 60th AGM of theCompany.

Mrs. Kusum Dadoo a Non- Executive Independent Lady Director of theCompany resigned from directorship w.e.f. 4th February 2021 due to personal reasons. TheBoard has placed on record its deep appreciation for the invaluable support and guidancereceived from Mrs. Kusum Dadoo during her association since 2015 as a Non-ExecutiveIndependent Lady Director of the Company.

Mrs. Rusha Mitra was appointed by the Board of Directors at itsMeeting held on 8th April 2021 as an Additional Non-Executive Independent Lady Directoron the Board in place of Mrs. Kusum Dadoo. Mrs. Rusha Mitra will hold office as anAdditional Director of the Company upto the date of the ensuing Annual General Meeting.

The Company has received a notice u/s 160 of the Act from a Member ofthe Company signifying his intention to propose the candidature of Mrs. Rusha Mitra forthe office of the Director of the Company.

The Policy on Directors' appointment and remuneration includingthe criteria for determining the qualifications positive attributes and independence ofDirectors forms a part of the Corporate Governance Section of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there was no change in the nature of thebusiness of the Company.

HUMAN RESOURCES

A detailed section on the Company's Human Resource Development isa part of the Management Discussion and Analysis Report which forms a part of theBoard's Report.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31st March 2021 areprovided in the Management Discussion and Analysis Report given in "Annexure -A" which is annexed hereto and forms a part of the Board's Report.

GREEN INITIATIVES

As a responsible corporate citizen the Company supports the‘Green Initiative' undertaken by the Ministry of Corporate Affairs Governmentof India enabling electronic delivery of documents including the Annual Report etc. toshareholders at their e-mail address previously registered with the DPs and RTAs.

To support the ‘Green Initiative' Members who have notregistered their email addresses are requested to register the same with theCompany's Registrar and Share Transfer Agent/Depositories for receiving allcommunications including Annual Report Notices Circulars etc. from the Companyelectronically.

Pursuant to the MCA Circulars and SEBI Circulars in view of theprevailing situation of the Pandemic owing to the difficulties involved in dispatching ofthe physical copies of the Notice of the 60th AGM and the Annual Report of the Company forthe financial year ended 31st March 2021 including therein the Audited FinancialStatements for the year 2020-2021 the afore-mentioned documents are being sent only byemail to the Members.

ACKNOWLEDGEMENT

Your Company has been able to operate responsibly and efficientlybecause of the culture of professionalism creativity integrity ethics good governanceand continuous improvement in all functions and areas as well as the efficient utilizationof the Company's resources for sustainable and profitable growth.

The Directors hereby wish to place on record their appreciation of theefficient and loyal services rendered by each and every employee more particularly duringthis challenging time without whose whole-hearted efforts the overall satisfactoryperformance would not have been possible. Your Directors also record their gratefulappreciation for the encouragement assistance and cooperation received from membersgovernment authorities banks customers and all other stakeholders. Your Directors lookforward to the long term future with confidence.

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