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Prabhat Dairy Ltd.

BSE: 539351 Sector: Agri and agri inputs
NSE: PRABHAT ISIN Code: INE302M01033
BSE 16:01 | 09 Apr 61.40 1.55
(2.59%)
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61.80

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NSE 15:42 | 09 Apr 60.90 1.50
(2.53%)
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59.40

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OPEN 61.50
PREVIOUS CLOSE 59.85
VOLUME 2438
52-Week high 92.00
52-Week low 41.00
P/E 146.19
Mkt Cap.(Rs cr) 600
Buy Price 55.00
Buy Qty 10.00
Sell Price 61.55
Sell Qty 199.00
OPEN 61.50
CLOSE 59.85
VOLUME 2438
52-Week high 92.00
52-Week low 41.00
P/E 146.19
Mkt Cap.(Rs cr) 600
Buy Price 55.00
Buy Qty 10.00
Sell Price 61.55
Sell Qty 199.00

Prabhat Dairy Ltd. (PRABHAT) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Twenty-First Annual Report onthe business and operations of the Company together with the Audited Financial Statementsof your Company for the year ended March 31 2019.

1. Corporate Overview

Pra bhat Dairy Limited ("Your Company" or "TheCompany") is a leading and consistently growing Indian Dairy Company which hasstarted its identity and continued having a strong long term association with leadinginstitutional clientele and now over years making its niche under its own brand withconsumers. Prabhat had its manufacturing facilities at Shrirampur Dist Ahmednagar and atVashi Navi Mumbai and corporate office at Vashi Navi Mumbai.

2. Financial Results (Standalone and Consolidated)

A su mmary of the Company's Financial Results for the FinancialYear 2018-19 is as under:

(Amount – Rs In Lakhs)

Particulars Standalone Consolidated
March 31 2019 March 31 2018 March 31 2019 March 31 2018
Revenue from Operations 7153.54 2747.21 23872.13 2754.63
Other Income Nil Nil 0.38 0.30
Total Income 7153.54 2747.21 23872.51 2754.93
Total Expenses 6870.14 2621.45 23611.43 2630.74
EBITDA 283.40 125.76 270.08 124.19
Depreciation and Amortisation Nil Nil Nil Nil
EBIT 283.40 125.76 270.08 124.19
Interest and Finance Cost Nil Nil 9 0
EBT (before exceptional item) 283.40 125.76 261.08 124.19
PBT 283.40 125.76 261.08 124.19
Taxes Expenses /(credit) 95.83 43.52 265.13 42.98
Profit / (Loss) for year from continuing operations 187.57 82.24 (4.05) 81.21
Profit/ (Loss) before tax from discontinued operations 277.38 1942.41 3814.58 5241.99
Taxes Expenses /(credit) of discontinued operations 200.30 (134.25) 1074.96 (595.69)
Profit/ (Loss) for the year from discontinued operations 477.68 1808.16 4889.54 4646.30
Net Profit/ (Loss) for the year 665.25 1890.40 4885.49 4727.51
Other comprehensive income (net of tax) 26.49 4.03 31.11 8.77
from discontinued operations
Total comprehensive income (10 + 11) 691.74 1894.43 4916.60 4736.28
Earnings per share (of Rs 10 each) (not annualised): 0.71 1.94 5.03 4.85
From continuing and discontinuing operation (Rs)

3. Financial Performance

You r Company reported revenue from a standalone basis of INR 7153.54Lakhs compared with INR 2747.21 Lakhs in the previous year thereby registering a growthof 161%. The Company has classified all its assets & liabilities of the dairy businessas "Held for sale" w.e.f. January 21 2019 as per the requirements of Ind AS 105- Non-current Assets Held for Sale and Discontinued Operations. Since the Fair value isgreater than carrying value less cost to sell the assets held for sale are carried attheir respective book values. The company has not depreciated or amortised non-currentassets held for sale as per the requirements of IND AS 105.

Sim ilarly the Company has disclosed a single in the statement ofprofit and loss comprising the total of the post-tax profit or loss of discontinuedoperations separately from the results from continuing operations as per the requirementsof IND AS 105. Moreover the Company has also re-presented the above disclosures for priorperiods presented in the financial statements so that the disclosures relate to alloperations that have been discontinued by the end of the reporting period for the latestperiod presented.

4. Ma terial Changes and Commitments

The Company has along with its wholly subsidiary Cheese land Agro(India) Private Limited sold entire of its investment in shares of Sunfresh AgroIndustries Private Limited to Tirumala Milk Products Private Limited by entering intoShare Purchase Agreement ("SPA") dated 21st January 2019. Also the company hassold its dairy business to Sunfresh Agro Industries Private Limited on slump sale basis byentering into Business Transfer Agreement dated 21st January 2019. The totalconsideration received is to the extent of Rs 1700 crores (Rupees One Thousand SevenHundred Crores only) which is subject to customary closing adjustments. The transaction ofactual sale and purchase of shares & sale of dairy business was successfully closed onApril 10 2019 i.e after closure of books of accounts for Financial Year 2018-19. onFurther the Company had mentioned in its disclosures that a substantial portion of theproceeds from the sale shall be shared with shareholders after meeting the customaryclosing adjustments tax and transaction costs obligations. The funds received on sale arekept in Escrow account which operates on the decision of "Transaction Committee"which is formed by the Board of Directors to monitor oversee and manage the fundsreceived on completion of the aforesaid transaction. The Committee comprises of 3Independent Directors namely: Mr. Rajesh Srivastava Mr. Anoop Krishna and Mr. B.Soundararajan and 2 Promoter Directors namely Mr. Sarangdhar Nirmal and Mr. Vivek Nirmal.Currently the Company is in process of closing the customary adjustments and transition ofthe business to Sunfresh Agro Industries Private Limited. Post an informed decision shallbe taken by the Transaction committee on the distribution of proceeds of the sale to theshareholders and necessary announcements shall be made by the Company.

Change in name and objects clause of Memorandum of Association andappointment of new Directors

Pos t the sale of dairy business the Company shall venture in thebusiness of cattle feed and animal nutrition for which the Company has proposed to theowned shareholders to approve the change in object clause of memorandum of association andchange in name of the Company from "Prabhat Dairy Limited" to "PrabhatAgrivet Industries Limited". In addition to this the existing shareholders hadrecommended the appointment of Dr. Bhaskar Gaikwad Dr. Abdul Samad and Mr. VaibhavParjane as Directors of the Company by providing a deposit of Rs 100000/- (Rupees OneLakh) per director as per the provisions of the Companies Act 2013.

The extra ordinary general meeting for the change in the name of theCompany to amend the object clause of the Memorandum of Association and for theappointment of the above mentioned persons as Non-Executive Directors was scheduled on29th May 2019.

However the scrutinizers report for the voting results is awaited forthe same.

Other than above mentioned transaction there have been no othermaterial changes and commitments affecting the financial position of the Company whichhave accrued between the end of the financial year and the date of this Report.

5. Dividend And Reserves

In order to conserve the resources for business Company your Directorsdo not recommend any dividend for the year 2018-19 nor do they propose for transfer of anyamount towards reserves.

6. Shar the Capital

The paid up equity share capital as at March 31 stood at INR 9767.61Lakhs. During the year under review there was no public rights preferential or bonusissue. Also the Company has not issued any shares with differential voting rights nor hasgranted any stock options or sweat equity. As on March 31 2019 none of the Directors ofthe Company hold instruments convertible into equity shares of the Company.

7. Finance and Accounts

Dur ing the year under review the rating agency maintained the"A+" rating for the Company's long term and short term borrowings.

As mandated by the Ministry of Corporate the financial statements forthe year ended March 31 2019 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state ofaffairs profits and cash flows for the year ended March 31 2019.

8. Performance of Subsidiary Companies

As on March 31 2019 your Company has the 2 subsidiaries:

1. Cheese Land Agro (India) Private Limited

2. Sunfresh Agro Industries Private Limited (material subsidiary)

The Company does not have any associate or venture company.

Fro m the year 2019-20 the company has only one subsidiary companynamely Cheese Land Agro (India) Private Limited.

The Company with Cheese Land Agro (India) Private Limited has filed anapplication for merger under Section 233 of Companies Act 2013. All the relevant formsCAA9 CAA10 and CAA 11 have been filed with the regulatory bodies - Registrar ofCompanies Office of Official Liquidator and Regional Director.

The re has not been any material change in the nature of the businessof the subsidiaries. As required under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and the Companies Act 2013the Consolidated Financial Statements of your Company and all its subsidiaries areprovided in this Annual Report. The Consolidated Financial Statements have been preparedin accordance with Indian Accounting Standard (Ind AS) 110 notified under section 133 ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 and shown thefinancial resources assets liabilities income profits and other details of yourCompany and its subsidiaries as a single entity. Since both the subsidiaries are whollyowned subsidiaries there has been no minority interest. The particulars of subsidiariesas on March 31 2019 have been included in AOC-1 which is annexed to this Report asAnnexure

- 1. The Consolidated Financial Statements of the Company are preparedin accordance with the relevant Indian Accounting Standards issued by the Institute ofChartered Accountants of India and forms an integral part of this Report. The performanceand financial position of subsidiaries included in the Consolidated Financial Statementsis provided in accordance with the provisions of Section 129 of the Companies Act 2013read with Rule 5 of the Companies (Accounts) Rules 2014 as a separate statement annexedto the Notes on Accounts containing the salient features of the financial statements ofthe Company's subsidiaries in Form AOC -1 and forms an integral part of this Report.

The Company will make available separate audited financial statementsof the subsidiaries to any member upon request. These documents / details are available onthe Company's website at www.prabhat-india.in and will also be available forinspection by any Member of the Company at its registered office and corporate office.

The policy for determining material subsidiaries formulated by theBoard of Directors is disclosed on the Company's website and is accessible on http://www.prabhat-india.in/InvestorDesk.

9. Management Discussion and Analysis Report

The Management Discussion and Analysis the operations of the Companyas required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is provided in a separate section and forms an integral part of this Report.

10. Corporate Governance

As per Regulation 34(3) read with Schedule V SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a separate report on corporate governancepractices followed by the Company together with a certificate from the Company'sAuditors confirming compliance forms an integral part of this Report.

11. Extract of Annual Return

The details forming part of the extract of the Return in form MGT-9 asrequired under Section 92 of the Companies Act 2013 is annexed as Annexure – 2 andforms an integral part of this Report.

12. Dir ectors

In accordance with the provisions of Section of the Companies Act 2013and the Company's Articles of Association Mr. Sarangdhar R. Nirmal Chairman andManaging Director retires by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for re-appointment. The Board recommends his re-appointment forthe consideration of the Members of the Company at the ensuing Annual General Meeting.Brief profile of Mr. Sarangdhar R. Nirmal has been given in the Notice convening theAnnual General Meeting.

Mr. Haresh Shah had resigned as an

Director of the Company on account of his other professionalcommitments and business exigencies effective from May 14 2018. The Board places onrecord its sincere appreciation for the services rendered by Mr. Haresh Shah during histenure as an Independent Director of the Company.

You r Board based on the recommendation Nomination and RemunerationCommittee had coopted Mr. Anoop Krishna as an Additional Independent Director of theCompany effective from July 30 2018 in accordance with the provisions of section 161 and149 of the Companies Act 2013. Mr. Anoop Krishna was then duly appointed as anIndependent Director of the Company at the Annual General Meeting for a period of threeconsecutive years calculated with effect from July 30 2018.

All Independent Directors have given declarations that they meet thecriteria of independence as laid down on under Section 149(6) of the Companies Act 2013and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The Company has formulated a policy on ‘Familiarisation Programmefor Independent Directors' which is available on the Company's website at www.the prabhat-india.in/InvestorDesk.

13. Number of Meetings of the Board

A calendar of meetings is prepared and circulated in advance to theDirectors. The details of the number of meetings of the Board of Directors held during thefinancial year 2018-19 forms part of the Corporate Governance Report.

14. Secr etarial Standards

The Company complies with all the mandatory Secretarial Standardsissued by the Institute of Company Secretaries of India.

15. K ey Managerial Personnel

152 The following are the Key Managerial Personnel of the Company: (a)Mr. Sarangdhar R. Nirmal Chairman and Managing Director (b) Mr. Vivek S. Nirmal JointManaging Director (c) Mr. Raviraj Vahadane Chief Financial Officer (d) Ms. Priya NagmotiCompany Secretary (resigned on 10th October 2018) (e) Ms. Dipti Todkar Company Secretary(appointed w.e.f. 11th October 2018)

16. Committees of the Board

The Board of Directors has the following Committees: (a) AuditCommittee (b) Nomination and Remuneration Committee (c) Stakeholders' RelationshipCommittee (d) Corporate Social Responsibility Committee

of The details of the Committees along with their composition numberof meetings held and attendance at the meetings are provided in the Corporate GovernanceReport.

17. Board Evaluation

Pur suant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard's functioning composition of the Board and its Committees culture executionand performance of specific duties obligations and governance. The performance evaluationof the Independent Directors was completed during the year under review. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors and Non-Executive Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

18. Particulars of Loans Guarantees or Investments by the Company

Det ails of Loans Guarantees and Investments under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to Financial Statements.

19. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Blower Policy' to dealwith instances of fraud mismanagement etc. and provides an opportunity to the employeesand Directors of the Company to report genuine concerns or grievances for redressal. TheWhistle Blower Policy has been posted on the website of the Company viz.www.prabhatdairy.in/Investor Desk. During the year under review no complaint was receivedby your company under the vigil mechanism.

20. Nomination and Remuneration Policy

The Board of Directors has framed a policy lays down a framework inrelation to remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. This policy also lays down criteria for selection and appointment of BoardMembers. The details of this policy have been posted on the website of the Company viz.www.prabhatdairy. in/InvestorDesk

21. Rela ted Party Transactions

All transactions entered with Related Parties for the year under reviewwere on arm's length basis and in the ordinary course of business and that theprovisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are notattracted. Further there are no material related party transactions during the year underreview with the Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.

All related party transactions are mentioned in the to the FinancialStatements. The Company has developed a framework through Standard Operating Proceduresfor the purpose of identification and monitoring of such

Related Party Transactions. All Related Party Transactions are placedbefore the Audit Committee for approval. Prior Omnibus approval of the Audit Committee wasobtained on a yearly basis for transactions which were of a foreseen and repetitivenature. The transactions entered into pursuant to the omnibus approval so granted and astatement giving details of all Related Party Transactions are placed before the AuditCommittee for review on a quarterly basis.

The particulars of Related Party Transactions prescribed Form AOC– 2 are annexed as Annexure - 3 and forms an integral part of this Report.

The policy on Related Party Transactions as by the Board of Directorshas been uploaded on the website of the Company viz. www.prabhat-india.in/ InvestorDesk.None of the Directors has any pecuniary relationship or transactions vis--vis theCompany except remuneration and sitting fees.

22. Significant and Material Orders Passed by the Regulators or Courts

The re are no significant and material orders by the Regulators/Courtsthat would impact the going concern status of the Company and its future operations.

23. Dir ectors' Responsibility Statement

To the best of our knowledge and belief and which to the informationand explanations obtained by us in normal course of our discharge of duties yourDirectors make the following statement in terms of Section 134(3)(c) of the Companies Act2013:

(i) that in the preparation of the Annual Accounts for the year endedMarch 31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) the directors had selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2019and of the profit of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

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

(v) that the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls ate adequate and wereoperating effectively; and

(vi) that the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

24. Auditors

(a) S tatutory Auditor

M/s. M S K A & Associates Chartered Accountants (ICAI FirmRegistration No. 105047W) are the statutory auditors of the Company and they have beenappointed to hold office till the conclusion of the Twenty Fourth Annual General Meetingof the Company.

As required under the Listing Regulations M/s.

M S K A & Associates the auditors have confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

There is no audit qualification reservation or adverse remark in theAuditors' Report on the financial statements of the Company for the year underreview.

(b) Cost Auditor

As per the requirement of Central Government and pursuant to Section148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules2014 as amended from time to time your Company has been carrying out audit of costrecords relating to various milk products which are subject to cost audit every year andhas submitted the report to the Central Government.

However after the sale of dairy business the cost audit is notapplicable for the Company.

(c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013and rules made thereunder the Board has appointed M/s. Shravan A. Gupta

& Associates a firm of Company Secretaries in Practice (ICSI C.P.No. 9990) a firm of Company Secretaries in Practice (C.P.No.2956) to undertake theSecretarial Audit of the Company. The

Secretarial Audit Report is annexed as Annexure – 4 and forms anintegral part of this Report.

The re is no secretarial audit qualification for the under review.

25. Internal Control Systems and their Adequacy

You r Company has an effective internal control risk mitigation systemwhich is constantly assessed and strengthened with new/revised standard operatingprocedures. The Company's internal control system is commensurate with its sizescale and complexities of its operations. The internal and operational audit is entrustedto M/s. Kirtane & Pandit LLP a reputed firm of Chartered Accountants. The main thrustof internal audit is to test and review controls appraisal of risks and businessprocesses besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same. The Company has a robust Management Information System which is anintegral part of the control mechanism.

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

26. Risk Management

Risk management is embedded in your Company's operating framework.Your Company believes that managing risks helps in maximizing returns. The Company'sapproach to addressing business risks is comprehensive and includes periodic review ofsuch risks and a framework for mitigating controls and reporting mechanism of such risks.The risk management framework is reviewed periodically by the Board and the AuditCommittee. Some of the risks that the Company is exposed to are:

Financial risks

Giv en the interest rate fluctuations the Company adopted a prudentand conservative risk mitigation strategy to minimize financial liquidity and interestcost risks.

Cr edit risks

The re may be situations in any business Company may not be able tomake recoveries from its customers and in order to mitigate these risks the Company isadopts a judicious process of evaluating a customer before giving credit.

Commodity price risks

The Company is exposed to the risk of price of raw materials as well asfinished goods. The Company proactively manages these risks through cost plus contractsinventory management and proactive vendor development practices. The Company'sreputation for quality product differentiation and service coupled with the existence oflong term relationship with its institutional customers mitigates the impact of price riskon finished goods.

Quality Risks

The products manufactured by the perishable in nature and requiresproper storage and distribution network otherwise the risks of contamination is there.The Company has taken effective steps by way of monitoring quality right from receivingraw materials till production and dispatch and also provides required training atdistribution centres to maintain product quality intact. The Company has also takenproduct liability insurance to partly cover these risks.

Regulatory risks

The Company is exposed to risks attached to statutes laws andregulations. The Company is mitigating these risks through regular review of legalcompliances carried out through internal as well as external compliance audits.

T echnology Risks

The Company is exposed to risks associated adoption of technology. TheCompany is mitigating these risks through regular review of latest technologies availablein the market and globally and accordingly take the decision without any delay.

Human resource risks

Ret aining the existing talent pool and attracting talent are majorrisks. The Company has initiated various measures including rolling out strategic talentmanagement system training and integration of learning and development activities. TheCompany also identify nurture and groom managerial talent within the Group to preparethem for future business leadership.

S trategic risks the Emerging businesses new product developmentgeographical expansion etc. are normal strategic risks faced by the Company. However theCompany has well defined processes and procedures for obtaining approvals for investmentsin new products entering new markets etc.

27. Corporate Social Responsibility (CSR)

As a part of its initiative under the "Corporate SocialResponsibility" (CSR) drive the Company has undertaken projects in the areas ofanimal welfare rural development projects self sustaining livelihood projects womenempowerment enhancing vocational skills etc. The Company's key objective is to makea difference to the lives of the underprivileged and help bring them to a self –sustaining level. These projects are largely in accordance with Schedule VII of theCompanies Act 2013 and the Company's CSR policy. are The Report on CSR activities asrequired under the Companies (Corporate Social Responsibility Policy) Rules 2014 isannexed as Annexure - 5 and forms an integral part of this Report.

The details of the CSR Committee and CSR Policy are available on theCompany's website at www.prabhat-india.in/InvestorDesk.

28. Envir onment and Safety

The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a mannerso as to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.

29. Anti- Sexual Harassment Policy

with The Company has in place an Anti-Sexual Harassment Policy in linewith the requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. All employees (permanent contractual temporarytrainees) are covered under this policy. To build awareness in this area the Company hasbeen carrying out induction/ new refresher programmes in the organisation on a periodicalbasis.

An Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

The following is a summary of sexual complaints received and disposedoff during the year 2018-19:

- Number of complaints received - Nil

- Number of complaints disposed off - N.A.

30. Human Resources and Industrial Relations

The Company takes pride in the competence and dedication of itsemployees in all areas of the business. The Company has a structured induction process atall locations and management development programs to upgrade skills of managers. Objectiveappraisal systems based on key result areas (KRAs) are in place for senior managementstaff. The Company is committed to nurturing enhancing and retaining its talent throughsuperior learning and organizational development. This is a part of our Corporate HRfunction and is a critical pillar to support the organization's growth and itssustainability in the long run.

31. S tatutory Information

The information on conservation of energy absorption and foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 readwith the Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure - 6 andforms an integral part of this Report.

The Disclosure required under Section the Companies Act 2013 read withthe Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed as Annexure - 7 and forms an integral part of this Report. Astatement comprising the names of top 10 employees in terms of remuneration drawn andevery person employed throughout the year who were in receipt of remuneration in terms ofRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure – 8 and forms an integral part of this report. The aboveAnnexure 8 is not being sent along with this annual report to the members of the Companyin line with the provision of Section 136 of the Companies Act 2013. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby Members at the Registered Office of the Company 21 days before and upto the date ofthe ensuing Annual General Meeting during the business hours on working days. None of theemployees listed in the said Annexure - 8 is a relative of any Director of the Company.None of the employees hold (by himself or along with his spouse and dependent children)more than two percent of the equity shares of the Company.

The Company had no unpaid / unclaimed deposits as on March 31 2019.The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 duringthe year under review.

32. Business Responsibility Reporting

The Business Responsibility Report as required by Regulation 34(2) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is notapplicable to your Company for the financial year 2018-19.

33. Cautionary Statement

Sta tements in this Directors' Report and Management Discussionand Analysis describing the Company's objectives projections estimatesexpectations or predictions may be "forward-looking statements" within themeaning of applicable securities laws and regulations. Actual results could differmaterially from those expressed or implied. Important factors that could make differenceto the Company's operations include raw material availability and its pricescyclical demand and pricing in the Company's principal markets changes in Governmentregulations Tax regimes economic developments within India and the of countries in whichthe Company conducts business and other ancillary factors.

34. Appreciation

You r Directors wish to place on record their appreciation for thevalue added contributions made by the employees at all levels but for whose hard work andsupport your Company's achievements would not have been possible. Your Directorsalso wish to place on record their appreciation for the continued support extended by theCompany's customers dealers agents suppliers investors bankers and governmentand local authorities.

You r Directors would also like to thank all the shareholders forcontinuing to repose faith in the Company and its future.

For and on behalf of the Board
sd/-
Sarangdhar R. Nirmal
Place: Shrirampur Chairman & Managing Director
Date: 30/05/2019 DIN: 00035234