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Prabhat Dairy Ltd.

BSE: 539351 Sector: Agri and agri inputs
NSE: PRABHAT ISIN Code: INE302M01033
BSE 00:00 | 22 Apr Prabhat Dairy Ltd
NSE 05:30 | 01 Jan Prabhat Dairy Ltd
OPEN 99.05
PREVIOUS CLOSE 99.75
VOLUME 2942
52-Week high 99.95
52-Week low 45.40
P/E
Mkt Cap.(Rs cr) 974
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 99.05
CLOSE 99.75
VOLUME 2942
52-Week high 99.95
52-Week low 45.40
P/E
Mkt Cap.(Rs cr) 974
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Prabhat Dairy Ltd. (PRABHAT) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Twenty-Second Annual Reporton the business and operations of the Company together with the Audited FinancialStatements of your Company for the year ended March 31 2020.

1. Corporate Overview

Prabhat Dairy Limited ("Your Company" or "TheCompany") is a leading and consistently growing Indian Company which has started itsidentity and continued having a strong long term association with leading institutionalclientele and now over years making its niche under its own brand with consumers. Prabhathas its facilities at Shrirampur Dist Ahmednagar and corporate office at Sea woods NaviMumbai.

2. Financial Results (Standalone and Consolidated)

A summary of the Company's Financial Results for the Financial Year2019-20 is as under:

(Amount - INR In Lakhs)

Particulars

Standalone

Consolidated

March 31 2020 March 31 2019 March 31 2020 March 31 2019
Revenue from Operations 49160.11 7153.54 53308.91 23872.13
Other Income 3021.73 - 5988.06 0.38
Total Income 52181.84 7153.54 59296.97 23872.51
Total Expenses 63351.57 6870.14 67927.35 23602.43
EBITDA -11169.73 283.4 -8630.38 270.08
Depreciation and Amortisation 20.12 - 20.12 -
EBIT -11189.85 283.4 -8650.50 270.08
Interest and Finance Cost 29.88 - 29.88 9
EBT (before exceptional item) -11219.73 283.4 -8680.38 261.08
PBT -11219.73 283.4 -8680.38 261.08
Taxes 791.54 95.83 2237.83 265.13
Profit / (Loss) for year from continuing operations -12011.27 187.57 -10918.20 -4.05
Profit/ (Loss) before tax from discontinued operations - 277.38 - 3814.58
Tax expenses of discontinued operations - 200.3 - 1074.96
Profit/ (Loss) for the year from discontinued operations - 477.68 - 4889.54
Net Profit/ (Loss) for the year -12011.27 665.25 -10918.20 4885.49
Other comprehensive income (net of tax)from discontinued operations - 26.49 - 31.11
Total comprehensive income (10 + 11) -12011.27 691.74 -10918.20 4916.6
Earnings per share (of ' 10 each) (not annualised) From continuing and discontinuing operation (?) -12.30 0.71 -11.18 5.03

3. Financial Performance

Your Company reported revenue from operations on a standalone basis ofINR 49160.11 Lakhs compared with INR 7153.54 Lakhs in the previous year. The Company hasclassified all its assets & liabilities of the dairy business as "Held forsale" w.e.f. January 21 2020 as per the requirements of Ind AS 105 - Non-currentAssets Held for Sale and Discontinued Operations. Since the Fair value is greater thancarrying value less cost to sell the assets held for sale are carried at their respectivebook values. The company has not depreciated or amortised non-current assets held for saleas per the requirements of IND AS 105.

Similarly the Company has disclosed a single amount in the statementof profit 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. Material Changes and Commitments

1. The Company has along with its wholly owned subsidiary Cheese landAgro (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 thecompany has sold its dairy business to Sunfresh Agro Industries Private Limited on slumpsale basis by entering into Business Transfer Agreement ("BTA") dated 21stJanuary 2019. The total consideration received is to the extent of ' 131673.76 lakhs.The net debt and transaction costs have been settled. The adjustments for working capitaland minimum non-current asset level adjustment and fulfilment of other conditions pursuantto contract are under progress.

2. The promoters of the Company decided to voluntarily delist theCompany from the stock exchanges. The Company has received approval of 99.13% of thepublic shareholders approval for the delisting of the shares. In December 2019 theCompany applied to the stock exchanges for the in-principal approval for delisting ofequity shares. Certain queries were raised by the exchanges/ SEBI which were dulysatisfied by the Company.

To get further clarity in giving the comments on In-Principle approvalSEBI has commenced a Forensic Audit.

5. Dividend And Reserves

Your Directors do not recommend any dividend for the year 2019-20 nordo they propose for transfer of any amount towards reserves.

6. Share Capital

The paid up equity share capital as at March 31 2020 stood at INR9767.61 Lakhs. During the year under review there was no public rights preferential orbonus issue. Also the Company has not issued any shares with differential voting rightsnor has granted any stock options or sweat equity. As on March 31 2020 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.

7. Finance and Accounts

As mandated by the Ministry of Corporate Affairs the financialstatements for the year ended March 31 2020 has been prepared in accordance with theIndian Accounting Standards (IND AS) notified under section 133 of the Companies Act 2013read with the Companies (Accounts) Rules 2014. The estimates and judgements relating tothe Financial Statements are made on a prudent basis so as to reflect in a true and fairmanner the form and substance of transactions and reasonably present the Company's stateof affairs profits and cash flows for the year ended March 31 2020.

8. Performance of Subsidiary Companies

As on March 31 2020 your Company has the following 2 subsidiaries:

1. Cheese Land Agro (India) Private Limited

2. Shrirampur Agri Solutions Private Limited (incorporated on30.03.2020)

The Company does not have any associate or joint venture company.

Safe and Clean Foods Private Limited a wholly owned subsidiary Companyof Cheese Land Agro (India) Private Limited is incorporated on 11.04.2020.( step-downwholly owned subsidiary).

Shrirampur Agri Solutions Private Limited and Safe and Clean FoodsPrivate Limited has not commenced any business activity till date.

The Company with Cheese Land Agro (India) Private Limited had filed anapplication for merger under Section 233 of Companies Act 2013. However scheme ofAmalgamation and Arrangement involving merger of Cheese Land Agro (India) Private Limitedwith Prabhat Dairy Limited in accordance with the Section 233 of the Companies Act 2013was not approved by Hon'ble Regional Director of Western Zone and had advised to file afresh application with National Company Law Tribunal (NCLT). The Board of directors ofPrabhat Dairy Limited at its meeting held on 14th February 2020 had consideredand approved the Scheme of Amalgamation (Merger by Absorption) ('Scheme') of Cheese LandAgro (India) Private Limited ('Cheese Land' or 'Transferor Company') with Prabhat DairyLimited ('PDL' or 'Transferee Company') and their respective shareholders under Section230 to 232 and other applicable provisions of the Companies Act 2013 and the rules framedthere under. The Company has filed an application / petition with NCLT and final hearingof the said petition has not yet done.

There has not been any material change in the nature of the business ofthe subsidiary.

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 prepared in accordancewith Indian Accounting Standard (Ind AS) 110 notified under Section133 of the CompaniesAct 2013 read with the Companies(Accounts) Rules 2014 and shown the financial resourcesassets liabilities income profits and other details of your Company and itssubsidiaries as a single entity. Since the subsidiaries are wholly owned subsidiariesthere has been no minority interest. The particulars of subsidiaries as on March 31 2020have been included in AOC-1 which is annexed to this Report as Annexure -1. TheConsolidated Financial Statements of the Company are prepared in accordance with therelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this Report. The performance and financial position ofsubsidiaries included in the Consolidated Financial Statements is provided in accordancewith the provisions of Section 129 of the Companies Act 2013 read with Rule 5 of theCompanies(Accounts) Rules

2014 as a separate statement annexed to the Notes on Accountscontaining the salient features of the financial statements of the Company's subsidiariesin 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 for inspection byany Member of the Company at its registered 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 Report on the operations of theCompany as required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided in a separate section and forms an integral part of thisReport.

10. Corporate Governance

As per Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate report on corporategovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance forms an integral part of this Report.

11. Extract of Annual Return

The details forming part of the extract of the Annual Return in formMGT-9 as required under Section 92 of the Companies Act 2013 is annexed as Annexure- 2 and forms an integral part of this Report.

12. Directors and Key Managerial Personnel

On 29th February 2020 tenure of Mr. Sarangdhar Nirmal asChairman and Managing Director and Mr. Vivek Nirmal as Joint Managing Director ceased.Based on the recommendation of Nomination and Remuneration Committee Mr Sarangdhar Nirmalwas reappointed as Chairman and Managing Director and Mr. Vivek Nirmal as Joint ManagingDirector for a period of 3 years w.e.f. 1st March 2020. During the year underreview members at the extra ordinary general meeting held on 29th May 2019Dr. Bhaskar Gaikwad Dr. Abdul Samad and Mr. Vaibhav Parjane were appointed asnon-executive directors. Based on the recommendation of the Nomination and RemunerationCommittee the

Board of Directors designated Dr. Bhaskar Gaikwad Dr. Abdui Samad andMr. Vaibhav Parjane as Independent Directors for a term of 5 years which were dulyapproved by the shareholders at the annual general meeting held on 30thSeptember

2019. The term of 3 years of Mr. Rajesh Srivastava and Mr. B.Soundararajan as Independent Directors ceased on 30th September 2019. Furtherthe term of 3 years of Mrs. Seemantinee Khot and Mr. Ashok Sinha as Independent Directorsceased on 8th March 2020. Mr. Anoop Krishna an independent director of theCompany resigned w.e.f. 11th November 2019 as director of the Company.

The Board places on record its sincere appreciation for the commendableservices and guidance rendered by Mr. Rajesh Srivastava Mr. B. Soundararajan Mr. AnoopKrishna Mrs. Seemantinee Khot and Mr. Ashok Sinha as Directors of the Company.

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and also none of the Directors of the Company are disqualified under Section 164(2)of the Companies Act 2013.

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

Mr. Raviraj Vahadane ceased as Chief Financial Officer of the Companyw.e.f. 26th August 2019 and in his place Mr. Vishwajit Singh is appointed asChief Financial Officer w.e.f. 16th March 2020.

The term of Ms. Seementinee Khot a woman Independent director and Mr.Ashok Sinha Independent Director of the Company ceased w.e.f. 8th March 2020.Hence the board strength reduce to 5 directors which is below the required limit of 6directors specified under provision of Regulation 17(1)(c) of SEBI (LODR) 2015 for theperiod 08.03.2020 to 31.03.2020. Further provision of regulation 17 (1) (a) of SEBI(LODR) 2015 states that a Woman Independent director shall be on the Board. The positionof the Woman Independent director remains vacant due to the cessation of term of Ms.Seemetinee Khot from 08.03.2020.

The management was in process of selection of the right candidature forthe position of Woman Independent Director. Due to the pandemic Covid -19 and nationwidelockdown the Company faced challenges for the appointment of Woman Independent director.On the recommendation of Nomination and Remuneration Committee Board of Directors bypassing a resolution by circulation on 24th September 2020 appointed Ms. RichaAhuja as Woman Independent Director (Additional Director) who shall hold office till theconclusion of the ensuing annual general meeting.

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 2019-20 forms part of the Corporate Governance Report.

14. Secretarial Standards

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

15. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

(a) Mr. Sarangdhar R. Nirmal Chairman and Managing Director

(b) Mr. Vivek S. Nirmal Joint Managing Director

(c) Mr. Raviraj Vahadane Chief Financial Officer (upto 26thAugust 2019)

(d) Mr. Vishwjit Indrajit Singh Chief Financial Officer (w.e.f 16thMarch 2020)

(e) Ms. Dipti Todkar Company Secretary

16. Committees of the Board

The Board of Directors has the following Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Corporate Social Responsibility Committee

(e) Transaction Committee

The details of the statutory Committees along with their compositionnumber of meetings held and attendance at the meetings are provided in the CorporateGovernance Report.

17. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and

Disclosure Requirements) Regulations 2015 a structured questionnairewas prepared after taking into consideration the various aspects of the Board'sfunctioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance. The performance evaluation ofthe 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

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the Notes to FinancialStatements.

19. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named 'Whistle 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.prabhat-india.in/Investor Desk. During the year under review no complaint was received by yourcompany under the vigil mechanism.

20. Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a frameworkin relation to remuneration of Directors Key Managerial Personnel and Senior Managementof the 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. wwwprabhat-india in/InvestorDesk.

21. Related 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 the provisionsof Section 188 of the Companies Act 2013 and the Rules made there under 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 Notes to theFinancial Statements. The Company has developed a framework through Standard OperatingProcedures for the purpose of identification and monitoring of such Related PartyTransactions. All Related Party Transactions are placed before the Audit Committee forapproval. Prior Omnibus approval of the Audit Committee was obtained on a yearly basis fortransactions which were of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted and a statement giving details of all RelatedParty Transactions are placed before the Audit Committee for review on a quarterly basis.

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

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

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

There are no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.

23. Directors' Responsibility Statement

To the best of our knowledge and belief and according to theinformation and explanations obtained by us in normal course of our discharge of dutiesyour Directors make the following statement in terms of Section134(3) (c) of the CompaniesAct 2013:

(i) that in the preparation of the Annual Accounts for the year ended March 31 2020 the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
(ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2020 and of the loss of the Company for the year ended on that date;
(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the 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) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls ate adequate and were operating effectively; and
(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. Auditors

(a) Statutory Auditor

During the year ender review M S K A & Associates CharteredAccountants (ICAI Firm Registration No. 105047W) resigned as Statutory Auditors of theCompany. The Audit Committee and Board recommended the appointment of K S S & CompanyChartered Accountants (ICAI Firm Registration No. 126322W) as the Statutory Auditors ofthe Company and the members at the annual general meeting held on 30thSeptember 2019 appointed the firm to hold office till the conclusion of the AnnualGeneral Meeting in the calendar year 2024 meeting of the Company.

As required under the Listing Regulations M/s. K S S & Companythe auditors have confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.

There is no audit qualification reservation or adverse remark in theAuditors' Report on the financial statements of the Company for the year under review. Nofrauds have been reported by the Statutory Auditors during the financial year 2019-20pursuant to the provisions of Section 143(12) of the Companies Act 2013.

(b) Cost Auditor

The cost audit is not applicable for the Company. The Cost audit reportfor the financial year 2018-19 is filed with the Ministry of Corporate Affairs within thestipulated timelines.

(c) Secretarial Auditor

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

Gupta & Associates a firm of Company Secretaries in Practice (ICSIC.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 along with the SecretarialAudit Report of the subsidiary is annexed as Annexure - 4 and forms an integralpart of this Report.

There is no secretarial audit qualification for the year under review.However the Secretarial auditor has mentioned that the term of Ms. Seementinee Khot awoman Independent director and Mr. Ashok Sinha Independent Director of the Company ceasedw.e.f. 8th March 2020. Hence the board strength reduce to 5 directors which isbelow the required limit of 6 directors specified under provision of Regulation 17(1)(c)of SEBI (LODR) 2015 for the period 08.03.2020 to 31.03.2020. Further provision ofregulation 17 (1) (a) of SEBI (LODR) 2015 states that the woman director should be onboard whereas the woman director not on board due to the cessation of term of Ms.Seemetinee Khot for the period 08.03.2020 to 31.03.2020. The Company was in process forselection of the suitable candidature for the position of Woman Independent Director. Dueto Covid- 19 and nationwide lockdown Company faced a lot of challenges. However theposition of Woman Independent Director has been filled by appointment of Ms. Richa Ahujaas Woman Independent Director. With this the compliance under Regulation 17 is complied.

25. Internal Control Systems and their Adequacy

Your Company has an effective internal control and risk mitigationsystem which is constantly assessed and strengthened. The Company's internal controlsystem is commensurate with its size scale and complexities of its operations. Theinternal audit is entrusted to M/s. S P A K & Company a reputed firm of CharteredAccountants. The main thrust of internal audit is to test and review controls appraisalof risks and business processes besides benchmarking controls with best practices in theindustry.

26. Risk Management

Risk management is embedded in your Company's operating framework. YourCompany believes that managing risks helps in maximizing returns. The Company's approachto addressing business risks is comprehensive and includes periodic review of such risksand a framework for mitigating controls and reporting mechanism of such risks.

Financial risks

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

Credit risks

There may be situations in any business where the Company may not beable to make recoveries from its customers and in order to mitigate these risks theCompany is adopts a judicious process of evaluating a customer before giving credit.

Commodity price risks

The Company is exposed to the risk of price fluctuations of rawmaterials as well as finished goods. The Company proactively manages these risks throughcost plus contracts inventory management and proactive vendor development practices. TheCompany's reputation for quality product differentiation and service coupled with theexistence of long term relationship with its institutional customers mitigates the impactof price risk on finished goods.

Quality Risks

The products manufactured by the Company are perishable in nature andrequires proper storage and distribution network otherwise the risks of contamination isthere. The Company has taken effective steps by way of monitoring quality right fromreceiving raw materials till production and dispatch and also provides required trainingat distribution centres to maintain product quality intact.

Regulatory risks

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

Technology Risks

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

Human resource risks

Retaining the existing talent pool and attracting new 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.

Strategic risks

Emerging businesses new product development geographical expansionetc. are normal strategic risks faced by the Company. However the Company has welldefined processes and procedures for obtaining approvals for investments in new productsentering 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 enhancingvocational skills etc. The Company's key objective is to make a difference to the livesof the underprivileged and help bring them to a self - sustaining level. These projectsare largely in accordance with Schedule VII of the Companies Act 2013 and the Company'sCSR policy.

The Report on CSR activities as required under the Companies (CorporateSocial Responsibility Policy) Rules 2014 is annexed as Annexure - 5 and forms anintegral 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. Environment 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 manner soas to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.

29. Anti-Sexual Harassment Policy

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. All employees (permanent contractual temporarytrainees) are covered under this policy. An Internal Complaints Committee (ICC) has beenset up to redress complaints received regarding sexual harassment under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

The following is a summary of sexual harassment complaints received anddisposed off during the year 2019-20:

- Number of complaints received - Nil

- Number of complaints disposed off- N.A.

30. Human Resources and Industrial Relations

The Company takes pride in the commitment competence and dedication ofits employees in all areas of the business. The Company has a structured induction processat allocations and management development programs to upgrade skills of managers.Objective appraisal systems based on key result areas (KRAs) are in place for seniormanagement staff. The Company is committed to nurturing enhancing and retaining itstalent through superior learning and organizational development. This is a part of ourCorporate HR function and is a critical pillar to support the organization's growth andits sustainability in the long run.

31. Statutory Information

The information on conservation of energy technology absorption andforeign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure- 6 and forms an integral part of this Report

The Disclosure required under Section 197(12) of the Companies Act2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure - 7 and forms an integral part ofthis Report. A statement comprising the names of top 10 employees in terms of remunerationdrawn and every person employed throughout the year who were in receipt of remunerationin terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure - 8 and forms an integral part ofthis report. The above Annexure 8 is not being sent along with this annual report to themembers of the Company in line with the provision of Section 136 of the Companies Act2013. Members who are interested in obtaining these particulars may write to the CompanySecretary at the Registered Office of the Company. The aforesaid Annexure is alsoavailable for inspection by Members at the Registered Office of the Company 21 daysbefore and upto the date of the ensuing Annual General Meeting during the business hourson working days. None of the employees hold (by himself or along with

his spouse and dependent children) more than two percent of the equityshares of the Company.

The Company had no unpaid / unclaimed deposits as on March 31 2020.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 isapplicable to your Company for the financial year 2019-20. The report is a part of theDirectors Report.

33. Cautionary Statement

Statements in this Directors' Report and Management Discussion andAnalysis describing the Company's objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied. Important factors that could make difference to the Company'soperations include raw material availability and its prices cyclical demand and pricingin the Company's principal markets changes in Government regulations Tax regimeseconomic developments within India and the countries in which the Company conductsbusiness and other ancillary factors.

34. Appreciation

Your 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 Directors alsowish to place on record their appreciation for the continued support extended by theCompany's customers dealers agents suppliers investors bankers and government andlocal authorities.

Your 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
Place: Shrirampur Date: 8th October 2020 Sarangdhar R. Nirmal Chairman &Managing Director DIN: 00035234

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