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Ram Ratna Wires Ltd.

BSE: 522281 Sector: Metals & Mining
NSE: RAMRAT ISIN Code: INE207E01023
BSE 00:00 | 06 Oct 209.00 -5.30
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NSE 00:00 | 06 Oct 208.70 -6.55
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OPEN 221.95
PREVIOUS CLOSE 214.30
VOLUME 8650
52-Week high 253.75
52-Week low 63.10
P/E 17.73
Mkt Cap.(Rs cr) 920
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 221.95
CLOSE 214.30
VOLUME 8650
52-Week high 253.75
52-Week low 63.10
P/E 17.73
Mkt Cap.(Rs cr) 920
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ram Ratna Wires Ltd. (RAMRAT) - Director Report

Company director report

To

The Members

Your Directors have the pleasure in presenting Company's 29th Annual Reporton the business and operations of your Company along with the audited financial statements(standalone and consolidated) for the financial year ended 31s March 2021.

FINANCIAL RESULTS

The summarised financial results of the Company on Standalone and Consolidated basisfor the Financial Year ended 3151 March 2021 are presented below:

(Rs In Lakhs)

Particulars

Standalone

Consolidated

2020-21

2019-20

2020-21

2019-20

Revenue from Operations including Other Income

138945.42

125956.67

152966.92

145013.78

Earning before Interest Taxes Depreciation and Amortisation Expense

5380.82

5641.46

6384.31

6366.54

Less: Finance Cost

1951.14

2267.08

2540.90

2843.00

Less: Depreciation & Amortisation Expense

1640.92

1736.34

1759.58

1852.23

Profit for the year before share of Profit in Jointly Controlled Entity

1788.76

1638.04

2083.83

1671.31

Share of (Loss)/Profit of Jointly Controlled Entity

-

-

31.64

(2.47)

Profit before Tax

1788.76

1638.04

2115.47

1668.84

Tax Expense

437.76

211.74

542.91

210.50

Profit for the year

1351.00

1426.30

1572.56

1458.34

Attributable to:
- Owners of the Company

1351.00

1426.30

1490.05

1444.61

- Non-Controlling Interest

-

-

82.51

13.73

Total Comprehensive Income

2129.16

(199.10)

2343.65

(131.84)

Attributable to:
- Owners of the Company

2129.16

(199.10)

2258.60

(144.32)

- Non-Controlling Interest

-

-

85.05

12.48

 

During the financial year 2020-21 revenue from operations including other income onstandalone basis is Rs.138945.42 Lakhs as against Rs.125956.67 Lakhs in the previousyear and on consolidated basis is Rs.152966.92 Lakhs as against Rs.145013.78 Lakhs inthe previous year. Earning before interest taxes depreciation and amortization onstandalone basis for the current year is Rs.5380.82 Lakhs as against Rs.5641.46 Lakhs inthe previous year and on consolidated basis is Rs.6384.31 Lakhs as against Rs.6366.54Lakhs in the previous year. The operations and financial results of the Company areelaborated in the Management Discussion and Analysis Report.

COVID-19 and its IMPACT

The COVID-19 pandemic has impacted the business activities across the globe. YourDirectors have been periodically reviewing with the Management the impact of the COVID-19on the Company. During the 1st quarter of FY 2020-21 it had impacted severelydue to lockdowns at various locations and other restrictions imposed to contain the spreadof virus. The operations of the Company started picking up gradually from 2ndquarter onwards. The Company is taking all measures of cost optimization maintainingadequate liquidity etc to face challenges in these difficult times. The Company is alsofollowing all the Standard Operating Procedures and guidelines issued by the Governmentand taking all measures for safety of its employees across all its manufacturing locationsand its registered office. The Board and the Management are closely monitoring thesituation and are taking adequate steps as required in the best interest of the Companyand its Stakeholders.

DIVIDEND

For the financial year 2020-21 based on Company's profitability free cash flow andoverall financial performance the Board of Directors of the Company are pleased torecommend for approval of the members a dividend of Rs.1.00 (previous year ' 0.50) perequity share of face value of Rs.5/- each (i.e. 20%). The dividend recommended ifapproved by the members will be paid to members within the period stipulated under theCompanies Act 2013. The distribution of Dividend will result in expected payout of Rs.220lakhs (Rupees Two Crores Twenty Lakhs Only).

Pursuant to the Finance Act 2020 dividend income is taxable in the hands of theshareholders and the Company is required to deduct tax at source (TDS) from dividend paidto the Members at prescribed rates as per the Income-tax Act 1961.

The dividend pay-out is in accordance with the Company's efforts to pay sustainabledividend linked to long-term growth objectives of the Company and enhancing stakeholdervalue.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the general reserves for theyear ended 31st March 2021.

CREDIT RATINGS

During the year the Company has sustained its long term bank facilities credit ratingof BBB+ assigned by India Ratings and Research (Ind-Ra). The Company's short term bankfacilities credit rated as A2 by Ind-Ra. The rating indicates the Company's reputation forits prudent financial management and its ability regarding timely servicing of financialobligation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report in compliance with Regulation 34 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") forms an integral part of thisreport.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the applicable provisions of the Companies Act 2013 read with the rulesissued thereunder the Consolidated Financial Statements of the Company have been preparedin the same form and manner as mandated by Schedule III to the Companies Act 2013 and arein accordance with relevant Accounting Standards issued by the Institute of CharteredAccountants of India. Consolidated revenue was Rs.152966.92 Lakhs as againstRs.145013.78 Lakhs in the previous year. Net Profit after tax for the year stood atRs.1572.56 Lakhs as against Rs.1458.34 Lakhs in the previous year.

The Consolidated Financial Statements together with the Auditor's report form part ofthis Annual Report.

SUBSIDIARIES AND JOINT VENTURE COMPANY

During the year under review your Company has incorporated a new subsidiary companynamed Epavo Electricals Private Limited through a Joint Venture agreement entered intowith Ennov Techno Tools Private Limited. This subsidiary company was incorporated on 26thAugust 2020 and is in the business of manufacturing of BLDC Motors and HVLS fan. TheCompany holds 74% of the total paid up share capital of Epavo Electricals Private Limitedand the remaining 26% is held by Ennov Techno Tools Private Limited.

During the year the Board of Directors reviewed the affairs of the joint venture /subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act 2013 readwith Rule 5 of the Companies (Accounts) Rules 2014 a separate statement containing thesalient features of the financial statements of its subsidiaries and joint venture Companyin Form AOC-1 forms part of the consolidated financial statements. The said form alsohighlights the financial performance of the subsidiaries and joint venture Companyincluded in the consolidated financial statements of the Company pursuant to Rule 8(1) ofthe Companies (Accounts) Rules 2014.

Further in accordance with Section 136 of the Companies Act 2013 the AuditedFinancial Statements including the Consolidated Financial Statements and relatedinformation of the Company and separate Audited Financial Statements in respect of itssubsidiaries are available on Company's website at www.rrshramik.com.

As on 31st March 2021 your Company has one material Subsidiary CompanyGlobal Copper Private Limited based at Gujarat and one Subsidiary Company EpavoElectricals Private Limited in Maharashtra. The Company also has a Joint Venture companyRR-Imperial Electricals Limited in Bangladesh.

Pursuant to SEBI Listing Regulations the Company has formulated a policy fordetermining its material subsidiaries. The said policy is uploaded on the website of theCompany at www.rrshramik.com.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Other than the ongoing COVID-19 situation there have been no other material changesand commitments affecting the financial position of the Company which have occurredbetween the end of the financial year of the Company to which the financial statementsrelate and the date of this report. There has been no change in the nature of business ofthe Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the applicable provisions of the Companies Act 2013 read with the rulesmade thereunder and the Articles of Association of the Company Shri Hemant Kabra (DIN -01812586) Executive Director & CFO designated as President & CFO effective from29th June 2021 will retire by rotation at the ensuing Annual General Meeting(AGM) and being eligible offers himself for re-appointment.

During the financial year 2020-21 Dr. Ajai Singh (DIN - 00281743) ceased to be theIndependent Director of the Company w.e.f. 05th February 2021 due tocompletion of his tenure. Shri Upendra Hosdurg Sundar Kamath (DIN - 02648119) resigned asan Independent Director of the Company w.e.f. 09th June 2021 and Smt.Kirtidevi Shreegopal Kabra (DIN - 00150796) resigned as a Director w.e.f. the conclusionof the Board Meeting held on 29th June 2021 on account of personal reasons andcommitments and there were no other material reasons as mentioned in their respectiveresignation letters.

The Board places on record their appreciation for the invaluable guidance contributionand assistance provided by the outgoing Directors during their respective tenure asDirectors of the Company.

Smt. Payal Agarwal (DIN - 07198236) has been appointed as an Additional Director of theCompany to hold office as a Non-Executive Independent Woman Director w.e.f. 30thJune 2021. She is being recommended for appointment as an Independent Director of theCompany at the ensuing Annual General Meeting for a period of 5 years w.e.f. 30thJune 2021 and not liable to retire by rotation. In the opinion of the Board Smt. Agarwalpossesses requisite expertise integrity and experience (including proficiency) forappointment as an Independent Director of the Company and the Board considers that givenher professional background and experience the association of Smt. Payal Agarwal would bebeneficial to the Company.

The Company has received necessary declarations from all the Independent Directorsconfirming that they meet the criteria of independence as laid down in Section 149(6) ofthe Companies 2013 along with the Rules framed thereunder and pursuant to the SEBIListing Regulations. There has been no change in the circumstances affecting their statusas Independent Directors of the Company.

All the appointment / re-appointment of Directors proposed at the ensuing AnnualGeneral Meeting have been recommended by the Board of Directors on the recommendation ofthe Nomination and Remuneration Committee.

During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theBoard / Committees of the Company.

Key Managerial Personnel (KMP)

Pursuant to Section 203 of the Companies Act 2013 the following are the Keymanagerial Personnel (KMP) of the Company:

i) Shri Mahendrakumar Kabra Managing Director

ii) Shri Hemant Kabra Executive Director and CFO (Designated as President & CFOw.e.f. 29th June 2021)

iii) Shri Saurabh Gupta Company Secretary

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

Five (5) meetings of the Board of Directors were held during the financial year underreview. The details of the meetings of the Board and its Committees held during the yearunder review are stated in the Corporate Governance Report which forms part of thisreport.

AUDIT COMMITTEE

The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013. The details relating to the same are given in the CorporateGovernance report forming part of this Report. The Committee has adequate powers to playan effective role as required under the provisions of the Companies Act 2013 and ListingRegulations. The Board has accepted all recommendations made by the Audit Committee duringthe year.

FAMILIARISATION PROGRAMME

The Company has put in place familiarisation programmes for Independent Directors tofamiliarise them with the business and operations of the Company nature of the industryin which the Company operates their roles rights and responsibilities vis-a-vis theCompany etc. through various programmes. Details of the familiarisation programmes areput up on the Company's website at www.rrshramik.com.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with the Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performance evaluationof the entire Board of the Company its Committees and individual Directors includingIndependent Directors. The framework is monitored reviewed and updated by the Board inconsultation with the Nomination and Remuneration Committee based on need and newcompliance requirements.

The annual performance evaluation of the Board its Committees and each Director hasbeen carried out for the financial year 2020-21 in accordance with the framework. Thedetails of evaluation process of the Board its Committees and of individual Directorsincluding Independent Directors have been provided under the Corporate Governance Reportwhich forms part of this Report.

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations. The same is also available on the website of theCompany at http://www.rrshramik.com/corporate-governance. The relevant information hasbeen disclosed in the Corporate Governance report which forms part of this report.

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations as amended from time to time.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(3)(c) & 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement the Board of Directors to thebest of its knowledge and ability confirm that:

a) in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards have been followed and no materialdepartures have been made from the same;

b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) they have prepared the annual accounts for the Financial Year ended 31stMarch 2021 on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Corporate Governance is the system of rules practices and processes through whichobjectives of a corporate entity are set and pursued in the context of the socialregulatory and market environment. It essentially involves balancing the interests ofvarious stakeholders such as Shareholders Management Customers Suppliers BankersGovernment and the community. Fundamentals of Corporate Governance includes transparencyaccountability and independence.

The Company is committed to follow good corporate governance practices so as to createvalue and protect interests of various stakeholders. The Annual Report contains a separatesection on Company's Corporate Governance practices together with a certificate from theIndependent Secretarial Auditor a Practicing Company Secretary confirming compliance asper Listing Regulations which forms part of this Report.

LISTING

The Company's equity shares are listed on BSE Limited (BSE). The Company has paidannual listing fees to the Stock Exchange for the financial year 2021-22. The shares ofthe Company are actively traded on BSE and have not been suspended from trading.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the copy ofthe annual return as on 31s March 2021 is uploaded on the website of theCompany at :

https://www.rrshramik.com/wp-content/uploads/sites/2/2021/08/RRWL Form MGT 72020-21-draft-website.pdf.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Your Company has adopted a Whistle Blower Policy approved and adopted by Board ofDirectors and has established the necessary vigil mechanism for Directors and employees incompliance with the provisions of Section 177(9) of the Companies Act 2013 and Regulation22 of the Listing Regulations.

The purpose of the policy is to enable employees Directors and business associates toraise concerns regarding unacceptable or improper practices and/ or any unethicalpractices in the organization without the knowledge of the management. The policy alsoprovides protection to those who report such irregularities or unfair practices andprovides access to Chairman of the Audit Committee. The policy is available on theCompany's website at www.rrshramik.com/corporate-governance/.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that Corporate Social Responsibility is an integral part of itsbusiness. It seeks to operate its business in a sustainable manner which would benefit theSociety at large in alignment with the interest of its stakeholders. Your Company hasconstituted Corporate Social Responsibility (CSR) Committee in compliance with theprovisions of Section 135 of the Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014. Details of the composition of the CSR Committeehave been disclosed separately as part of Corporate Governance Report which is a part ofthis report. The CSR committee of the Company inter alia gives strategic directions to theCSR initiatives formulates and reviews annual CSR plan(s) and programmes and monitors theprogress on various CSR activities. The initiatives undertaken by the Company on CorporateSocial Responsibility (CSR) activities in accordance with Schedule VII of the Act duringthe financial year 2020-21 are annexed as Annexure-I of this report as per the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014 asamended from time to time. The CSR Policy of the Company is available atwww.rrshramik.com/corporate-governance/.

RISK MANAGEMENT

Your Company recognises that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. The Company through its riskmanagement framework periodically assesses the risks in the internal and externalenvironment and aim to contain the risk within its risk appetite.

Mitigation plans are prepared for significant risks and are reviewed and monitored byManagement team on a continuous basis. The Company has a robust structure for managing andreporting on risks.

Your Company's Audit Committee monitors and reviews the risk mitigation plan andensures its effectiveness. In the opinion of the Board there has been no identification ofelements of risk that may threaten the existence of the Company.

AUDIT AND AUDITORS REPORT

(1) Statutory Auditors

Pursuant to the provisions of the Companies Act 2013 and the Rules made thereunderM/s. Bhagwagar Dalal & Doshi Chartered Accountants (Firm Registration Number -128093W) were appointed as Statutory Auditors of the Company from the conclusion of the25th AGM held on 16th September 2017 till the conclusion of the 30thAGM to be held in the year 2022 subject to ratification of their appointment by Members atevery AGM if so required under the Act. The requirement to place the matter relating toappointment of auditors for ratification by Members at every AGM has been done away by theCompanies (Amendment) Act 2017 with effect from 07th May 2018. Accordinglyno resolution is being proposed for ratification of appointment of statutory auditors atthe ensuing AGM. M/s. Bhagwagar Dalal & Doshi Chartered Accountants have submitted acertificate confirming that their appointment is in accordance with Section 139 read withSection 141 and other applicable provisions of the Companies Act 2013 and Rules issuedthereunder as amended from time to time. The Auditors have also confirmed that they havesubjected themselves to peer review process of Institute of Chartered Accountants of India(ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

The Audit Report of M/s. Bhagwagar Dalal & Doshi Chartered Accountants on theStandalone & Consolidated Financial Statements of the Company for the Financial Year2020-21 is a part of this Annual Report. The Reports do not contain any qualificationsreservations adverse remarks or disclaimer.

(2) Secretarial Auditors

M/s. Khanna & Co. Company Secretaries in Practice were appointed by the Board ofDirectors of the Company as the Secretarial Auditors to carry out the Secretarial Auditof the Company for the financial year 2020-21 pursuant to Section 204 of the CompaniesAct 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The Secretarial Audit Report submitted by them in the prescribed Form MR-3 isattached as Annexure-II to this report and it contains observation with respect to delayin issuance of share certificate subsequent to effecting transfer of shares during thehalf year ended 31s March 2021 in relation to a single application. Asmentioned in the Secretarial Audit Report the delay was due to the change of Registrar andShare Transfer Agent (RTA) and takeover activities updation of master data in RTA'ssystem etc. The Company has issued necessary instruction to the RTA to avoid such delaysin future years and to ensure that the requests are being processed within statutorytimelines.

Further M/s. Khanna & Co. Company Secretaries have been re-appointed to conductthe secretarial audit and annual secretarial compliance audit for the financial year2021-22. They have confirmed that they are eligible for the said appointment.

(3) Cost Auditors

In terms of the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis required to have the audit of its cost records conducted by a Cost Accountant inPractice.

M/s. Poddar & Co. Cost Accountants (Firm Registration No. 101734) have beenappointed to conduct Cost Audit of the Company for the year ending 31st March2022. Pursuant to the provisions of Section 148 of the Act read with the Companies (Auditand Auditors) Rules 2014 members are requested to consider the ratification of theremuneration payable to M/s. Poddar & Co.

The remuneration of Cost Auditors has been approved by the Board of Directors on therecommendation of Audit Committee. The requisite resolution for ratification ofremuneration of Cost Auditors by members of the Company has been set out in the Notice ofensuing Annual General Meeting. The Cost Auditors have confirmed that their appointment iswithin the limits prescribed u/s 141(3)(g) of the Companies Act 2013 and that they arenot disqualified from being appointed within the meaning of the said Act.

CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT

During the year under review your Company has appointed M/s. Datamatics BusinessSolutions Limited as the new Registrar and Share transfer Agent (RTA) w.e.f. 1stDecember 2020 in place of M/s. Bigshare Services Private Limited with a view to availbetter services both for the Company and its Shareholders.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT

The Statutory Auditors Cost Auditors or Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.

APPLICABILITY & MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 and other applicable provisions of theCompanies Act 2013 as amended from time to time the maintenance of cost records isapplicable to the Company and accordingly such accounts and records are made andmaintained.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls. Detailed StandardOperating Procedures and policies are in place to ensure that all the Company's resourcesare protected against loss and all transactions are authorized recorded and reportedcorrectly and the same are periodically reviewed by the Management of the Company andimprovements are made in the same on continuous basis. These internal controls are alsoevaluated and monitored by the Internal and Statutory Auditors of the Company and theirreports are placed before the Audit Committee for its review and corrective actions andsuggestions if any required. In the opinion of the Board the existing internal financialcontrols framework is adequate and commensurate to the size and nature of the business ofthe Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIESACT 2013

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Companies Act 2013 enteredby the Company during the financial year were in the ordinary course of business and onan arm's length basis and are in compliance with the applicable provisions of the Act andthe Listing Regulations.

During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered "material' that required shareholders'approval under Regulation 23 of the Listing Regulations according to the policy of theCompany on materiality of Related Party Transactions. Accordingly the disclosure requiredu/s 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company. The details ofRelated Party transactions as per Indian Accounting Standards (IND AS) 24 may be referredat Note no. 34 of the Standalone Financial Statements forming a part of this AnnualReport.

The Company has adopted a policy for dealing with Related Party Transactions. Thepolicy as approved by the Board is available on the website of the Company atwww.rrshramik.com/corporate-governance/.

The Company is also submitting the disclosures of related party transactions on aconsolidated basis as per Regulation 23 of Listing Regulations in the format specified inthe relevant accounting standards to the Stock Exchange and the same can be accessed onthe Company's website at www.rrshramik.com/corporate-governance/.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as Annexure-III to thisreport.

DEPOSITS

During the year under review the Company has not accepted any deposits under Chapter Vof the Companies Act 2013. As on 31st March 2021 there were no depositslying unpaid or unclaimed.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Note no. 43 of the Standalone FinancialStatements forming a part of this Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

In terms of Section 118(10) of the Companies Act 2013 the Company is complying withthe Secretarial Standards issued by the Institute of Company Secretaries of India andapproved by Central Government with respect to Meetings of the Board of Directors (SS-1)and General Meetings (SS-2).

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has strong commitment towards conservation of energy natural resources andadoption of latest technology in its areas of operation. The information on conservationof energy technology absorption and foreign exchange earnings and outgo stipulated underSection 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 isattached as Annexure-IV to this report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment of Women at workplace and hasadopted a Policy on prevention prohibition and redressal of sexual harassment of Women atworkplace and has also constituted an Internal Complaints Committee in line with theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal Act) 2013 and the Rules made thereunder for prevention and redressal ofcomplaints of sexual harassment at workplace. All women associates (permanent temporarycontractual and trainees) as well as any women visiting the Company's premises or womenservice providers are covered under the said Policy. The Company also conducts regulartraining sessions to increase awareness on the policy among its employees and also makeamendments in the policy as and when required. The Policy also provides safeguard to thecomplainant and victim against any discrimination. The meetings of Sexual HarassmentCommittee are being conducted regularly to review any complaints of women employees.

During the year under review there was no complaint received by the Committeeconstituted under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Company is committed to provide a safe and healthy workingenvironment to all its employees.

DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES 2014

(a) the Company has not issued any equity shares with differential rights during theyear under review and hence no information as per provisions of Rule 4(4) has beenfurnished;

(b) the Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) has been furnished; and

(c) the Company does not have any ESOP scheme for its employees/Directors and hence noinformation as per provisions of Rule 12(9) has been furnished.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and/or material orders passed by any Court or Regulator orTribunal which may impact the going concern status or the Company's operations.

INDUSTRIAL RELATIONS

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across organization.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and appreciation to all the Company'semployees at all locations for their tremendous personal efforts as well as theircollective dedication and contribution to the Company's performance.

Your Directors would also like to thank the Shareholders Customers DealersSuppliers Bankers Government and all other business associates consultants and all thestakeholders for their continued support extended to the Company and the Management.

The Directors mourn the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

For and on behalf of the Board of Directors
Place: Mumbai Tribhuvanprasad Kabra
Date: 29th June 2021 Chairman
DIN - 00091375

 

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