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Raj Oil Mills Ltd.

BSE: 533093 Sector: Industrials
NSE: ROML ISIN Code: INE294G01026
BSE 00:00 | 18 Aug 61.10 -0.70
(-1.13%)
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61.70

HIGH

63.50

LOW

60.60

NSE 00:00 | 18 Aug 61.75 0.55
(0.90%)
OPEN

62.10

HIGH

62.10

LOW

60.05

OPEN 61.70
PREVIOUS CLOSE 61.80
VOLUME 4721
52-Week high 150.85
52-Week low 55.45
P/E 31.17
Mkt Cap.(Rs cr) 92
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 61.70
CLOSE 61.80
VOLUME 4721
52-Week high 150.85
52-Week low 55.45
P/E 31.17
Mkt Cap.(Rs cr) 92
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Raj Oil Mills Ltd. (ROML) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present 20th Annual Report on the affairsof the Company together with the Audited Statement of Accounts for the year ended March31 2022.

1. PERFORMANCE OF THE COMPANY

The Company's performance is summarized below:

FINANCIAL RESULTS

Particulars 2021 - 2022 2020 - 2021
(in Rs.) (in Rs.)
Revenue from Operations 1185551013 1034996800
Other Income 591853 449773
Total Income 1186142866 1035446573
Total Expenses 1156904225 988741238
Profit/(Loss) for the year before taxation 29238641 46705335
Tax Expenses
(a) Current Tax - -
(b) Deferred Tax (3250931) 5992886
Profit/(Loss) after Tax 25987709 40712449
Earnings Per Share
Basic 1.75 2.81
Diluted 1.75 2.81

PERFORMANCE

Your Company's total income during the year under review was Rs.1186142866 as compared to Rs. 1035446573 in the previous year. The Profit after taxwas Rs. 25987709 as compared to Rs. 40712449 in the previous year.

2. STATE OF COMPANY'S AFFAIRS

Operating revenue is at Rs. 1186142866/- in the Financial Year ended2021-22 as compared to Rs. 1035446573/- in Financial Year 2020-21. The Net profit aftertax and depreciation during the FY 2021-22 is Rs. 25987709/- as compared to profits ofRs. 40712449/- during the last financial year.

3. DIVIDEND

Your Directors wish to conserve resources for future expansion andgrowth of the Company. Hence no Dividend has been declared by the Directors during theFinancial Year 2021-22.

4. SHARE CAPITAL

During the share capital of the Company is as follows:

The Authorized Share Capital of Company Rs. 1600000000/-.

The paid-up Equity Share Capital of the Company as on 31st March 2022is Rs. 149886840/- divided into 14988684 shares of Rs. 10/- each.

5. TRANSFER TO RESERVES

During the year under review your Company has no amount that isproposed to be transferred to the general reserves out of the net profits of the Companyfor the financial year 2021-22.

6. PUBLIC DEPOSITS

During the year under review the Company has not accepted or renewedany deposits falling within the purview of provisions of Section 73 of the Companies Act2013 read with The Companies (Acceptance of Deposits) Rules 2014.

Pursuant to the Resolution approved by the Hon'ble National Company LawTribunal vide its Order dated April 19 2018 the Company is making the payment of 100% ofthe principal amount due to fixed deposits holders who has submitted their claims upto anamount not exceeding Rs.53600000/- as originally approved under the approved ResolutionPlan. Further in compliance with approved resolution plan the outstanding Public Depositsas on March 31 2022 is Rs. 6738843/-

However there are certain Fixed Deposit holders who are not traceableand thus the Company has been not able to make payment for those Fixed Deposits Holder.The Company is in process of filing Petition in NCLT for obtaining clarification for thesame.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report for the year under review asrequired under Regulation 34 read with Schedule V the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI LODR2015) is forming part of this Annual Report.

8. DIRECTORS' RESPONSIBILITY REPORT

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of its knowledge and ability confirm that:

a) in the preparation of the annual accounts for the financial yearended March 31 2022 the applicable accounting standards have been followed and that nomaterial departures have been made from the same;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profits of the Company for that period;

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company andsuch internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

9. CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirement of SEBI LODR2015 forms part of this Annual Report.The requisite certificate from M/s. Amit R. Dadheech& Associates Practicing Company Secretary confirming the compliance with theconditions of Corporate Governance has been included in the said Report.

A Certificate from the Managing Director and CFO of the Company interms of SEBI LODR 2015 inter alia confirming the correctness of the FinancialStatements and Cash Flow Statements adequacy of the internal control for financialreporting and reporting of matters to the Audit Committee is also forming part of thisAnnual Report.

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 requiredinformation relating to the Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo is given as hereunder:

• Conservation of Energy

Company makes evaluation on a continuous basis to explore newtechnologies and techniques to make the operations of crushing and filtration more energyefficient. This includes regular maintenance of machineries and regular check- up ofenergy consuming devices. Total energy consumption and energy consumption per unit ofproduction is prescribed in Form-A of Annexure-II to this report.

• Technology Absorption

Your Company has continuously adapted latest technology and bestpractices from the industry and efforts. Company has made efforts in developing newpackaging and new products to make its products duplicate proof and tamper proof whichhas yielded good response from the customers and will continue in future.

• Foreign Exchange Earnings and Outgo

Particulars 31st March 2022 (in Rs.) 31st March 2021 (in Rs.)
Foreign Exchange Earnings Nil Nil
Foreign Exchange Outgo Nil Nil

11. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

Disclosures relating 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 are annexed herewith as "AnnexureIII".

In terms of Section 136 of the Act the Annual Report and Accounts arebeing sent to the Members excluding the information on employees' particulars which isavailable for inspection by the Members at the Registered Office of the Company during thebusiness hours on working days of the Company. Any member interested in obtaining suchparticulars may write to the Company Secretary at the Registered Office of the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Appointments during the year:

• Mr. Unmesh Breed (DIN: 09211149) was appointed as AdditionalIndependent Director for a period of 5 years w.e.f. June 24 2021.

• Mrs. Needa Altaf Mukhi (DIN: 07664451) was appointed asAdditional Whole-Time Director for a period of 5 years w.e.f. June 30 2022.

• Mr. Arun Dash (DIN: 09657537) was appointed as AdditionalIndependent Director for a period of 5 years w.e.f. June 30 2022.

• Mr. Mohammed Zahid Abdul Samad Mukhi (DIN: 00692955) as WholeTime Director of the Company for a period of 5 years w.e.f. November 12 2021 which shallbe subject to the approval of Members at the ensuing Annual General Meeting.

• Mr. Jay Bhansali was appointed as Company Secretary &Compliance Officer of the Company w.e.f. September 27 2021.

• Ms. Khushbu Bohra was appointed as Company Secretary &Compliance Officer of the Company w.e.f. May 21 2022.

(b) Resignations during the year:

• Mr. Arackal Paulose Steenson resigned as Non-ExecutiveIndependent Director of the Company w.e.f. June 24 2021.

• Mr. Ankit Jain resigned as Company Secretary & ComplianceOfficer of the Company w.e.f. July 30 2021.

• Mr. Sufyan Abdul Razak Maknojia resigned as Managing Director ofthe Company w.e.f. November 12 2021.

• Mr. Mohammed Zahid Abdul Samad Mukhi resigned as AdditionalWhole-Time Director of the Company w.e.f. June 30 2022.

• Mrs. Lucky Kulkarni resigned as Non-Executive IndependentDirector of the Company w.e.f. June 30 2022.

• Mr. Jay Bhansali resigned as Company Secretary & ComplianceOfficer of the Company w.e.f. May 20 2022.

(c) Change in Designations during the year:

• The shareholders in the Annual General Meeting held on September30 2021 approved the following appointments:

i) Mr. Amir Atikurrehman Mukhi (DIN: 08352099) as Whole Time Director(Executive) of the Company for a period of 5 years w.e.f. December 26 2020.

ii) Mr. Humayun Ahmed Shafi Ahmed Shaikh (DIN: 00254836) as Whole TimeDirector (Executive) of the Company for a period of 5 years w.e.f. December 26 2020.

iii) Mrs. Kiran Raghavendra Awasthi (DIN: 09066721) as Non-ExecutiveIndependent Director of the Company for a term of 5 years w.e.f. February 13 2021.

iv) Mr. Rishang Sanjay Jain (DIN: 09065828) as Non-ExecutiveIndependent Director of the Company for a term of 5 years w.e.f. February 13 2021.

v) Mr. Unmesh Breed (DIN: 09211149) as Non-Executive IndependentDirector of the Company for a term of 5 years w.e.f. June 24 2021.

During the year under review and in the Board Meeting held on November12 2021 Mr. Atikurraheman Daudbhai Mukhi has been re-designated and elevated from WholeTime Director to Managing Director of the Company subject to the approval of Members atthe ensuing Annual General Meeting.

None of the Independent Directors had any pecuniary relationship ortransactions with the Company during Financial Year 2021-22. In the opinion of the Boardthey fulfill the conditions of independence as specified in the Companies Act 2013 andListing Regulations and are independent of the management.

In the opinion of the Board the independent director appointed duringthe year possesses the required qualifications integrity expertise and experience(including proficiency) for the position.

They also bring in the required skill competence and expertise thatallow them to make effective contributions to the Board and its committees.

In terms of Section 203 of the Companies Act 2013 the following arethe Key Managerial Personnel of the Company:

- Mr. Parvez Shafee Ahmed Shaikh Chairman & Whole Time Director

- Mr. Atikurraheman Daudbhai Mukhi Managing Director

- Mr. Tabrez Shafi Ahmed Shaikh Whole Time Director

- Mr. Humayun Ahmed Shafi Ahmed Shaikh Whole Time Director

- Mrs. Needa Altaf Mukhi Whole Time Director

- Mr. Amir Atikurrehman Mukhi Whole Time Director

- Mr. Sanjay K. Samantaray Chief Financial Officer

- Mr. Khushbu Bohra Company Secretary & Compliance Officer

Pursuant to the provisions of Section 152(6) of the Companies Act 2013Mr. Parvez Shafee Ahmed Shaikh Chairman and Whole Time Director and Mr. Tabrez ShafiahmedShaikh Whole Time Director retires by rotation and being eligible offers himself forreappointment at the ensuing Annual General Meeting.

As per the information available with the Company None of theDirectors of the Company are disqualified for being appointed as a Directors as specifiedin Section 164(2) of the Companies Act 2013.

13. DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations affirming that theymeet the criteria of independence as laid down under Section 149(6) of the Companies Act2013 and Regulation 16(1)(b) of the SEBI LODR 2015 and there has been no change in thecircumstances which may affect their status as Independent Directors during the year.Further all the Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV of the Companies Act 2013 and the Code of Conduct forDirectors and senior management.

14. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

a. BOARD MEETINGS

The Board met seven times during the financial year. The meetingdetails are provided in the Corporate governance report that forms part of this IntegratedAnnual Report. The maximum interval between any two meetings did not exceed 120 days asprescribed by the Companies Act 2013.

b. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI LODR2015 the Nomination and Remuneration and Compensation Committee (NRC) has carried outBoard Evaluation i.e. evaluation of the performance of: (i) the Board as a whole and itsCommittees and (ii) individual directors (including independent directors).

The performance evaluation of the Independent Directors was carried outby the entire Board excluding the Directors being evaluated.

The performance evaluation of the Chairman Non-Independent Directorsand the Board as a whole was carried out by the Independent Directors at their separatemeeting.

c. AUDIT COMMITTEE

The Board has well-qualified Audit Committee the composition of whichis in line with the requirements of Section 177 of the Companies Act 2013 read withRegulation 18 of SEBI LODR 2015. All the Members including the Chairman of the AuditCommittee is Independent. They possess sound knowledge on Accounts Audit FinanceTaxation Internal Controls etc. The details viz Composition number of meetings datesof meetings and attendance of Directors at such meeting are included in the CorporateGovernance Report.

The composition of the Committee was re-constituted on June 24 2021with the following members:

1. Mr. Huzefa Dawood Ghadiali - Chairman

2. Mr. Rishang Sanjay Jain - Member

3. Mrs. Kiran Raghavendra Awasthi - Member

4. Mrs. Lucky Kulkarni - Member

5. Mr. Humayun Shafi Ahmed Shaikh - Member

During the year under review the Board has accepted all therecommendations of the Audit Committee.

The Company Secretary of the Company acts as the Secretary of theCommittee.

d. NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committeeas per the requirements prescribed under the provisions of Section 178 of the CompaniesAct 2013 and Regulation 19 of SEBI LODR 2015.

The composition of the Committee was re-constituted on June 24 2021with the following members:

1. Mrs. Lucky Kulkarni - Chairperson

2. Mr. Siraj Umar Furniturewala - Member

3. Mr. Huzefa Dawood Ghadiali - Member

4. Mrs. Kiran Raghavendra Awasthi - Member

5. Mr. Unmesh Breed - Member

The Board has framed a Nomination and Remuneration and CompensationPolicy including fixation of criteria for selection and appointment of Directors KeyManagerial Personnel and Senior Management Personnel. The same has been annexed herewithas "Annexure IV". The Policy is also uploaded on the web-site of the Company atlink: https:// rajoilmillsltd.com/investor/policies-for-investor/.

The details viz Composition number of meetings dates of meetings andattendance of Directors at such meeting are given in the Corporate Governance Report.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirements of Section 178 of the Companies Act 2013 andRegulation 20 of SEBI LODR 2015 the Company has constituted Stakeholders RelationshipCommittee.

The composition of the Committee was re-constituted on June 24 2021with the following members:

1. Mr. Siraj Umar Furniturewala - Chairperson

2. Mr. Parvez Shafee Ahmed Shaikh - Member

3. Mrs. Lucky Kulkarni - Member

4. Mr. Rishang Sanjay Jain - Member

5. Mr. Unmesh Breed - Member

The details viz Composition number of meetings dates of meetings andattendance of Directors at such meeting are given in the Corporate Governance Report.

15. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditor

M/s. Kailash Chand Jain & Co. Chartered Accountants Mumbai (FirmRegn. No.112318W) were appointed as the Statutory Auditors of the Company at the AnnualGeneral Meeting held on 04th May 2019 for a period of 5 years i.e. from the conclusion ofthe said Annual General Meeting until the conclusion of Twenty First Annual GeneralMeeting.

The Auditor's Report do not contain any qualifications reservationsadverse remarks or disclaimer.

Secretarial Auditor

M/s. Amit R. Dadheech & Associates Practicing Company Secretarywas appointed to conduct Secretarial Audit of the Company for the financial year 2021 -2022 as required under Section 204 of the Companies Act 2013 and the rules thereunder.The Secretarial Audit Report for the financial year ended March 31 2022 is annexedherewith as "Annexure V" to this Report.

The Secretarial Auditor's Report do not contain any qualificationsreservations adverse remark or disclaimer.

Cost Auditor

During the year M/s. Vinod C. Subramaniam & Co. Cost Accountantswas appointed as the Cost Auditor of the Company for the financial year 2021 - 2022 asrequired under Section 148(3) of the Companies Act 2013 read with Rules of the Companies(Cost Records and Audit) Rules 2014. Further the Board hereby confirms that the costrecords specified by the Central Government as per Section 148(1) of the Companies Act2013 and rules made thereunder have been made and maintained.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act 2013 theCompany is required to establish an effective Vigil Mechanism for Directors and Employeesto report genuine concerns. In line with this the Company has framed a Vigil Mechanism/Whistle Blower Policy through which the Directors and Employees Franchisees BusinessPartners Vendors or any other third parties making a Protected Disclosure under thisPolicy may report concerns about unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct & Ethics without fear of reprisal. ThePolicy provides for adequate safeguards against victimization of employees who avail ofthe mechanism and also provides for direct access to the Chairman of the Audit Committee.It is affirmed that no personnel of the Company have been denied access to the AuditCommittee. The Whistle Blower Policy is placed on the website of the Company athttps://rajoilmillsltd.com/investor/ policies-for-investor/.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 ('Act') and rules made there underyour Company has adopted a Sexual Harassment Policy for women to ensure healthy workingenvironment without fear of prejudice gender bias and sexual harassment.

There were no incidences of sexual harassment reported during the yearunder review in terms of the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSTION OF THE COMPANY

No material changes and commitments affecting the financial position ofthe Company have occurred between the end of the Financial year of the Company to whichthe Financial Statement relate and the date of this report.

There was no change in company's nature of business during the FY 2021- 22.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the Related Party Transactions entered into during the financialyear were on arm's length basis and were in ordinary course of business. The Detail of therelated party entered between the Company and the related party are given in the FormAOC-2 as Annexure I which is the part of this report as required under Section 134(3)(h) of the Companies Act 2013. The Board has approved a policy for related partytransactions which has been uploaded on the Company's website. The web- link as requiredunder SEBI Listing Regulations 2015 is athttps://rajoilmillsltd.com/investor/policies-for-investor/.

19. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ORSECURITIES PROVIDED BY THE COMPANY

Particulars of Loans Guarantees and Investments covered underprovisions of section 186 of the Act if any are given in the notes to the FinancialStatements.

20. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The internal control systems comprising ofpolicies and procedures are designed to ensure sound management of your

Company's operations safekeeping of its assets optimal utilization ofresources reliability of its financial information and compliance. Based on the report ofInternal Audit function corrective actions are undertaken in the respective areas andthereby strengthen the controls.

The statutory auditors of the Company has audited the financialstatements included in this annual report and has issued a report on our internalfinancial controls over financial reporting as defined in Section 143 of the Act.

21. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act2013 the Annual Return for the financial year ended March 312022 made under theprovisions of Section 92(3) of the Companies Act 2013 is placed at Company's website onwww.rajoilmillsltd.com.

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

During the year under review no significant and material orders werepassed by the Regulators Securities Exchange Board of India Stock Exchanges Tribunal orCourts which impact the going concern status and the Company's operations in future.

23. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment competence and dedicationshown by its employees in all areas of Business. The Company is committed to nurturingenhancing and retaining top talent through superior Learning and OrganizationalDevelopment. This is a part of Corporate HR function and is a critical pillar to supportthe Organisation's growth and its sustainability in the long run.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Companysince inception. The Company is committed to fulfill its social responsibility as a goodcorporate person. Section 135 of the Companies Act 2013 has laid down the requirementfor constitution of Corporate Social Responsibility Committee which shall be responsiblefor laying down the CSR Policy to a certain class or classes of Companies.

The compliance with Section 135 is applicable to specific class orclasses of the Companies falling under the threshold mentioned under the Act and rulesframed there under. However our Company does not fall under the requisite threshold asmentioned under Section 135 during the financial year under review and thus the compliancewith the relevant provision of the Companies Act 2013 is not applicable.

25. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review theCompany has complied with all the applicable Secretarial Standards i.e. SS-1 and SS-2relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively(including any modifications or amendments thereto) issued by the Institute of CompanySecretaries of India.

26. REPORTING OF FRAUDS

There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or Board underSection 143(12) of the Act and the rules made thereunder.

27. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

As per Section 148 of the Companies Act 2013 read with the Companies(Cost Records and Audit) Rules 2014 your Company is required to maintain cost recordsand accordingly such accounts and records are maintained.

28. RISK MANAGEMENT

The Company has a well-defined process to ensure the risks areidentified and mitigation steps are put in place. The Company's Risk Management processfocuses on ensuring that these risks are identified on a timely basis and reasonablyaddressed. The Audit Committee oversees financial risks and controls. Major risks areidentified by the businesses and functions and these are systematically addressed throughmitigating actions on continuing basis.

29. ACKNOWLEDGEMENTS

The members of the Board of Directors wish to place on record theirsincere appreciation for the devoted services rendered by all the employees and thecontinued co-operation and confidence of shareholders. The Board expresses their sincerethanks to the Bankers Government and Semi-Government Authorities Esteemed CustomersSuppliers Business Associates and all other well-wishers for their consistentcontribution at all levels to ensure that the Company continues to grow and excel.

30. CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysis may containcertain statements describing the Company's objectives expectations or forecasts thatappear to be forward-looking within the meaning of applicable securities laws andregulations while actual outcomes may differ materially from what is expressed herein. TheCompany is not obliged to update any such forward-looking statements. Some importantfactors that could influence the Company's operations comprise economic developmentspricing and demand and supply conditions in global and domestic markets changes ingovernment regulations tax laws litigation and industrial relations.

For and on behalf of the Board of Directors Of Raj Oil Mills Limited
Sd/-
Parvez Shafee Ahmed Shaikh
Mumbai June 30 2022 Chairman

.