You are here » Home » Companies » Company Overview » Sadhana Nitro Chem Ltd

Sadhana Nitro Chem Ltd.

BSE: 506642 Sector: Industrials
NSE: N.A. ISIN Code: INE888C01040
BSE 00:00 | 28 Oct 38.60 -0.35
(-0.90%)
OPEN

39.00

HIGH

40.45

LOW

37.30

NSE 05:30 | 01 Jan Sadhana Nitro Chem Ltd
OPEN 39.00
PREVIOUS CLOSE 38.95
VOLUME 39080
52-Week high 53.39
52-Week low 12.89
P/E 68.93
Mkt Cap.(Rs cr) 755
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 39.00
CLOSE 38.95
VOLUME 39080
52-Week high 53.39
52-Week low 12.89
P/E 68.93
Mkt Cap.(Rs cr) 755
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sadhana Nitro Chem Ltd. (SADHANANITRO) - Director Report

Company director report

To

The Members of

SADHANA NITROCHEM LIMITED

The Board of Directors(hereinafter referred to as the Board) herebysubmit the report of the Business and operations of the Company for the Financial Yearended 31st March 2020. The Consolidated performance of the Company and its subsidiarieshas been referred to wherever required.

1. FINANCIAL RESULTS AND HIGHLIGHTS OF PERFORMANCE

PARTICULARS

STANDALONE

CONSOLIDATED

2019-20 2018-19 2019-20 2018-19
Revenue from operations (Net) & Other Income 12266 26840 10802 26827
Total Expense 9149 16210 8568 16141
Profit before Exceptional item and Taxation 3117 10.630 2234 10686
Exceptional Items - - - -
Tax Expense (768) (3099) (769) (3103)
Profit/(Loss) after tax 2349 7531 1465 7583
Other Comprehensive Income 9 (8) 9 (8)
Total Comprehensive Income 2358 7523 1474 7575

2. REVIEW OF OPERATIONS:

The total revenue of your company for the financial year ending31" March 2020 has been Rs. 12266/- Lakhs as compared to Rs. 26840/- Lakhs in theprevious years registering a decline of about 54%.

Because of your company's product quality standards we have been ableto maintain steady relationships with our longstanding customers along with buildingrelationships with several new customers. The demand was sluggish. This resulted indecline in turnover.

The result of all the above factors registering lower turnover andProfit after Tax (PAT) of Rs. 2349/- (PY. Rs. 7531/-lakhs) from normal operationregistering decline of about 69%.

The company has a satisfactory order book position. The cost control atevery stage of operations resulted in product cost improvement.

The EBIDTA from normal operation for 2019-20 was Rs. 3924 lakhs (PYEBIDTA of Rs. 12102 lakhs) registering decline of about 68%.

3. DIVIDEND:

Yours Directors with a view to conserve liquidity in the currentPandemic situation do not

recommend any dividend on equity share for financial year 2019-20.

4. BONUS:

Your Directors considering the reserves and surplus as on 31st March2020 subject to approval of members recommend issue of Bonus in the Ratio of one Bonusshares for every two existing equity shares held on the Record Date by Capitalisation ofReserves.

5. EXPANSIONS:

The company since resuming it's manufacturing of colourformers hasemerged into a strong player in the colourformer space and one of only two company'soutside of China offering the product. As a key demand for the coating of thermal paperit is an industry that offers stability of supply.

Due to the pandemic situation across the world the expansion intocolourformer and other new products have been delayed by 9 months. The expansion activityhas since resumed and your Company will be adding additional Colourformer capacity as wellas a few other products over the next three years.

6. EXPORTS:

With the increase in competitiveness of your company on a global frontit has stable exports to across Europe Japan Korea North and South America and withasignificant quantity being sold to China.

While our local market is growing steadily Company's turnover is stillfocused on the export market with this year's exports being total of Rs. 8509 lakhscompared to last year's Rs. 19282 lakhs registering a decline of about 56%.

Exports constituted about 73% of the overall revenue from operationincluding other income. Company's Exports are well diversified in terms of product rangeas well as the Countries of Export.

7. OUTLOOK:

Your company has strong long term fundamentals. The company has reducedall its borrowings and is debt free. It is looking towards leveraging its unique productoffering along with its competitive strengths towards a long term diverse sales pipelinewith sustainable cash flows for the foreseeable future. Your company is looking to utilizeits cashFlow towards expanding product lines diversify into downward derivatives of itsexisting products to create a maintainable long term revenue pipeline and to furtherbackward integrate to remove external dependencies.

8. DEPOSITS:

The Company has not accepted or renewed any amount falling within thepurview of provisions of Section 73 of the Companies Act 2013 ("the Act") readwith the Companies (Acceptance of Deposit) Rules 2014 during the year under review.Hence the requirement for furnishing of

details relating to deposits covered under Chapter V of the Act or thedetails of deposits which are not in compliance with the Chapter V of the Act is notapplicable.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act 2013read with The Companies (Meetings of Board and its Powers) Rules 2014 as amended fromtime to time including any amendment thereto or re-enactment thereof for the time being inforce) Loans guarantees and investments covered under Section 186 of the Companies Act2013 form part of the.

Notes No. 5 A (i) to the Audited Standalone Financial Statementsprovided in this Annual Report.

10. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared inaccordance with relevant Accounting Standards (AS) viz. AS 21 AS-23 and AS-27 issued bythe Institute of Chartered Accountants of India form part of this Annual Report

11. UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the InvestorEducation & Protection Fund (IEPF) and does not haveunclaimed dividend which remainsto be transferred to Unpaid Dividend Account.

12. TRANSFER TO RESERVES:

The Board of Directors have not appropriated and transferred any amountto any Reserve and the Board has decided to retain the entire amount in profit and Lossaccount.

13. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE.COMPANIES:

The performance and financial position/ salient features of theFinancial Statement of each of the subsidiaries associates and joint venture companiesfor the year ended 31stMarch2020 is given in Form AOC-I which is annexed hereto andmarked as Annexure -Iforms part of this Report.

As on 31st March 2020 the Company has two wholly owned subsidiary viz.Anuchem B.V.B.A. Belgium a Foreign Subsidiary and Spidigo Net Private Limited an IndianSubsidiary Audited Financial Statement of the said subsidiaries is considered for thepurpose of preparing Consolidated Financial statements.

Your Company proposes merger (by absorption) of its wholly ownedsubsidiary M/s. Spidigo Net Private Limited with the company subject to the approval ofshareholders and on such terms and conditions contained in the order and approval ofrespective NCLT and approval of all such other authority as applicable.

SADHANA NITRO CHEM LIMITED

14. RELATED PARTY TRANSACTIONS:

a) The particulars of contracts or arrangements with related parties:

Your Company has historically adopted the practice of undertakingrelated party transactions only in the ordinary and normal course of business and at arm'slength as part of its philosophy o f adhering to highest ethical standards transparencyand accountability. In line with the provisions of the Companies Act 2013 and the ListingRegulations the Board has approved a policy on related party transactions. An abridgedpolicy on related party transactions has been placed on the Company's websitehttp://www.sncl.com.

Further Related Party Transactions are placed on a quarterly basisbefore the Audit Committee and before the Board for approval. Prior omnibus approval ofthe Audit Committee is obtained for the transactions which are of a foreseeable andrepetitive nature.

The particulars of contracts or arrangements with related partiesreferred to in subsection (1) of

section 188 of the Companies Act 2013 in the prescribed Form AOC-2 isannexed hereto and marked as Annexure - II and forms part of this Report.

b) Disclosure of Related Party Transaction with Person or Entitybelonging to Promoter & Promoter Group:

The Company has not made any transaction(s) with Manekchand PanachandTrading Investment Co Private Limited (Being Holding Company) an Entity belonging toPromoter or Promoter Group that holds 10% or more shareholding of the Company:

c) Disclosure of Loans and advances in nature of Loan to Subsidiariesand Associate of the Company:

Sr. No Particulars Subsidiaries & Associate Company(ies)
1. Spidigo Net Pvt. Ltd. Rs. 66265983/- Subsidiary

15. INSURANCE:

The assets of your Company are adequately insured. Your Company hasalso taken out suitable cover for Public Liability.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate Internal Control System commensurate withthe size and nature of its business. The preparation designing and documentation of Policyon Internal Financial Control are in place and implemented which is reviewed periodicallyand modified suitably to ensure controls.

The internal audit is carried out by a separate firm of CharteredAccountants. The periodical audit reports including significant audit observations andcorrective actions there-on are presented to the Chairman of the Audit Committee.

17. CHANGES IN SHARE CAPITAL:

During the year to improve affordability and liquidity Sub-dividedtheequity shares of Rs.5/- each into 5 (five) fully paid Equity Shares of Rs. 1/- eachalongwith consequential alteration in memorandum of association of the Company which wasapproved by members through Postal Ballot.

18. MATTERS RELATED TO DIRECTORS:

a) Declarations by Independent Directors:

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149 (6) of the Companies Act 2013 andRegulation 16 (1) (b) of SEBI (LODR) Regulations 2015.

b) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas carried out annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder relationship Committees. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.

In a separate meeting of Independent Directors performance ofnon-independent directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of executive director. The same wasdiscussed in the Board meeting held subsequently to the meeting of the independentdirectors at which the performance of the Board its Committees and individual directorswas also discussed. Performance evaluation of independent directors was done by the entireBoard excluding the independent director being evaluated.

c) Remuneration Policy:

The Board has on their recommendation of the Nomination &Remuneration Committee framed policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report.

d) Number of Board Meetings:

The Board met Six times during the financial year ended 31st March2020 in accordance with the provisions of the Companies Act 2013 the details of which aregiven in the Corporate Governance Report. The intervening gap between any two Meetings waswithin the period prescribed by the Companies Act 2013 and the Listing Regulation.

e) Board of Directors and Key Managerial Persons:

i) Appointment

During the financial year 2019-20 none of the Director was appointed.

ii) Resignation;

No Director and Key Managerial Personnel of the Company have resignedduring the financial year ending 31st March 2020.

iii) Re-appointment of Independent Directors for Five years;

1. Mr. Priyam S. Jhaveri (DIN No. 00045038) was re-appointed as anIndependent Director on 11th September 2019.

2. Mr. Arvind R.Doshi (DIN No. 00015293) was re-appointed as anIndependent Director on 11th September 2019.

3. Mr. Pradeep N.Desai (DIN No. 01602942) was re-appointed as anIndependent Director on 11th September 2019.

iv) Retirement by Rotation:

In accordance with the provisions of the Act none of the IndependentDirectors is liable to retire by rotation. As per the provisions of Section 152 of theCompanies Act 2013 Mrs. Seema Asit Javeri retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act2013 ("the Act") the Board of Directors of your Company to the best of theirknowledge and ability confirm that:

(a) In the preparation of the Annual Accounts the applicableaccounting standards have been followed and there are no material departures;

(b) they have selected 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 your Company at the end of the Financial Year and of theprofit of your 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 your 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 to be followed byyour Company and that such internal financial controls are adequate and are operatingeffectively;

(f) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively

20. COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

Following are the Committees of Board of Directors of the Company.Composition of the following Committees are also hosted on the website of the Company athttp://www.sncl.com/newpdf/policy/Composition%200f%20Committees%20%20Board.

a) Audit Committee:

The Audit Committee of Directors was constituted pursuant to theprovisions of Section 177 of the Companies Act 2013. The composition of the AuditCommittee is in conformity with the provisions of the said section. The details ofComposition and meetings Audit Committee held has been mentioned in the CorporateGovernance Report.

b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors as constitutedby the Board of Directors of the Company in accordance with the requirements of Section178 of the Act.

The details of composition of the Committee and the number of meetingsheld by the committee are mentioned in the Corporate Governance Report.

The Board has in accordance with the provisions of sub-section (3) ofSection 178 of the Companies Act 2013 formulated the policy setting out the criteria fordetermining qualifications positive attributes independence of a Director and policyrelating to remuneration for Directors Key Managerial Personnel and other employees.

Major criteria / gist are defined in the Remuneration policy framed forappointment of and payment of remuneration to the Directors of the Company. Theremuneration policy is stated in the Corporate Governance Report.

c) Stakeholders Relationship Committee:

The Board of Directors of the company has constituted pursuant toSection 178 of the Companies Act 2013; the Board of Directors of the Company hasconstituted the Stakeholder's Relationship Committee.

The details of composition of the Committee and the number of meetingsheld by the committee are mentioned in the Corporate Governance Report.

d) Corporate Social Responsibility Committee:

As per the provisions of Section 135 of the Act read with Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors hasconstituted a Corporate Social Responsibility (CSR) Committee as under:

Mr. Asit Dhankumar Javeri Chairman

Mr. Arvind Raoji Doshi Member and

Mr. Priyam Shantilal Jhaveri Member

The Board of Directors of the Company has approved CSR Policy based onthe recommendation of the CSR Committee.

The CSR Policy of the Company is available on the Company's web-siteand can be accessed in the link provided hereinbelow: http://www.sncl.com/financials.htm

21. VIGIL MECHANISM / WHISTLE BLOWER AND RISK MANAGEMENT POLICY:

Pursuant to the provisions of Section 177 (9) of the Companies Act2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 22 of SEBI

(LODR) Regulations 2015 the Company already has in place "VigilMechanism Policy" (Whistle Blower Policy) for Directors and employees of the Companyto provide a mechanism which ensures adequate safeguards to employees and Directors fromany financial statements and reports etc.

The employees of the Company have the right/option to report theirconcern/grievance to the Chairman of the Audit Committee. The Company is committed toadhere to the highest standards of ethical moral and legal conduct of businessoperations. The Company also adopted Risk Assessment Procedure. The details of the sameare mentioned in the Corporate Governance Report.

22. INTERNAL COMPLAINT COMMITTEE FOR PREVENTION AND PROHIBITION OFSEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at theworkplace and has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.

The Company had constituted a committed called as Internal ComplainCommittee for prevention and prohibition of Sexual Harassment of woman at workplace whichconsists of following members:

a. Mrs. Seema Asit Javeri - Chairperson
b. Mrs Philomena Fernandes - Member
c. Mrs. Jotsana Tushar Parab - Member
d. Mrs. Mamta Jatin Shah - Member

During the year under review no complaints were received by theCommittee.

23. AUDITORS& REPORTS:

a) Statutory Auditors of the Company and their observations on accountsfor the year ended 31st March 2020:

At the 46th Annual General Meeting held on August 2 2017 the Membersapproved appointment of M/s. Jayesh Dadia & Associates LLP Chartered Accountants((Firm registration No: 121142W /W100122)) to hold office from the conclusion of the 44thAnnual General Meeting until the conclusion of the 51th Annual General Meeting to be heldfor the financial year 2024.

b) Cost Auditors of the Company:

The Board of Directors of the Company has on the recommendation of theAudit Committee approved the appointment of M/s Vinay Mulay & Co. Cost Accountants(Reg No: M/8791) as the cost auditors of the Company for the year ending March 31 2021subject to approval of members in the ensuring Annual General Meeting.

c) Secretarial Auditors of the Company:

The Board on the recommendation of the Audit Committee appointed M/s.Makarand M. Joshi & Co. Company Secretaries in Practice Mumbai as SecretarialAuditor to conduct Secretarial

Audit of the Company for the Financial Year 2019-20 and their report isannexed hereto and marked as Annexure - III Observation made by Secretarial Auditor as persaid report along with explanation made by Board is given below:

Sr. No Particulars Of Observation Explanation By Board
1. The Company has not maintained Structured Digital Database as required under Regulation 3 of SEBI (Prohibition of Insider Trading) Regulations 2015 and Company is in process to finalize and implement the same. The same has been duly considered by the Board of Directors at their meeting held on 29th of July 2020 and suitable steps have been initiated to comply with this requirement.
2. There are two instances of Contra Trade and Trading in Window Closure period the Company is in process of reporting the same to Securities and Exchange Board of India/ Stock Exchange The same has been duly considered by the Audit Committee of the Company at their meeting held on 29th of July 2020 and the company is in process of reporting the same to Securities and Exchange Board of India/ Stock.
3. The Company has not filed form MGT- 14 for borrowings in foreign currency term loan of Rs. 300000000/- and for borrowings in working capital facility from Citi Bank Limited for an amount of Rs. 550000000/- The Company has identified the same and suitable steps have been taken to file the Forms under Companies Fresh Start Scheme (CFSS) 2020 under General Circular No.12/2020 issued by Ministry of Corporate Affairs dated 30/03/2020.
4. The Company has filed quarterly Corporate Governance Report in delay for the quarter ended 31st March 2019 and 30th June 2019 as per Regulation 27 of the SEBI Listing Regulations. The delays have occurred due to unavoidable circumstances and the Company has strived to avoid such delay thereafter.
5. The Company has not filed form IEPF 2 for statement of unpaid and unclaimed amounts of dividend of last seven financial years. The Company has identified the same and suitable steps have been taken to file the Forms under Companies Fresh Start Scheme (CFSS) 2020 under General Circular No.12/2020 issued by Ministry of Corporate Affairs dated 30/03/2020.

The Board has also appointed M/s. MMJB & Associates LLP CompanySecretaries in Practice Mumbai as Secretarial Auditor to conduct Secretarial Audit of theCompany for Financial Year2020-21.

The Board has also appointed M/s. MMJB & Associates LLP CompanySecretaries in Practice Mumbai as Secretarial Auditor to conduct Secretarial Audit of theCompany for Financial Year2020-21.

d) Reporting of frauds by statutory auditors:

There were no incidences of reporting of frauds by Statutory Auditorsof the Company under Section 143 (12) of the Act read with Companies (Accounts) Rules2014.

e) Code for prevention of Insider Trading:

On December 312018 Securities and Exchange Board of India amended theProhibition of Insider Trading Regulations 2015 prescribing various new requirementswith effect from April 1 2019. In line with the amendments your Company has adopted anamended Code of Conduct to regulate monitor and report trading by Designated Persons andtheir Immediate Relatives under the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015. This Code of Conduct also includes code of practicesand procedures for fair disclosure of unpublished price sensitive information and has beenmade available on the Company's website athttp://www.sncl.com/newpdf/policy/Code%20of%20Conduct.pdf

24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

REPORT:

Pursuant to Regulations 17 to 27 clauses (b) to (i) of Regulation 46(2) and Para C D and E of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the corporate governance report together with Auditorreport on the compliance on the same is annexed hereto and marked as Annexure - IV and theManagement Discussion and Analysis report is annexed hereto and marked as Annexure - V.Business Responsibility Report is annexed to and marked as ANNEXURE-VI

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO:

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3}{m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules2014 is annexed hereto andmarked as Annexure-VII.

26. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act2013 Extract of the Annual Return for the financial year ended 31st March 2020 made underthe provisions of Section 92 (3) of the Act is attached as Annexure - VIII which formspart of this Report.

The Annual Return

27. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with the Secretarial Standards onMeetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by TheInstitute of Company Secretaries of India and approved by the Central Government.

28. INDUSTRIAL RELATIONS

The relationship with the workmen and staff remained cordial andharmonious during the year and the management received full cooperation from theemployees. The Company continues to focus on extensive training and developmentalactivities and efficiency and quality improvement initiatives. The total number ofemployees as on 31st March 2020 was 231.

29. PARTICULARS OF EMPLOYEES:

Employees of the Company are drawing Remuneration in excess of thelimits prescribed by the Companies Act 2013. The information required pursuant to Section197 read with Rule 5 of

The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed hereto and marked as Annexure - IX.

30. SIGNIFICANT OR MATERIAL ORDERS PASSED AGAINST THE COMPANY

Pursuant to the requirement of Section 134(3)(q) of the Companies Act2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules 2014 it is confirmedthat during FY 2018-19 there were no significant or material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and your Company'soperations in future.

31. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There have been no material changes and commitments affecting thefinancial position of your Company since the close of Financial Year i.e. since March 312020 and the date of this Report. Further it is hereby confirmed that there has been nochange in the nature of business of your Company.

32. LEGAL AND REGULATORY

Compliance with laws and regulations is an essential part of yourCompany's business operations. We are subject to laws and regulations in diverse areas asproduct safety product claims trademarks copyright patents competition employeehealth and safety the environment corporate governance listing and disclosureemployment and taxes.

Frequent changes in legal and regulatory regime and introduction ofnewer regulations with multiple authorities regulating same areas lead to complexity incompliance. We closely monitor and review our practices to ensure that we remain complaintwith relevant laws and legal

obligations.

33. SYSTEM AND INFORMATION

Your Company's operations are increasingly dependent on IT systems andthe management of information. Increasing digital interactions with customers suppliersand consumers place even greater emphasis on the need for secure and reliable IT systemsand infrastructure and careful management of the information that is in our possession.

The cyber-attack threat of un-authorised access and misuse of sensitiveinformation or

disruption to operations continues to increase. To reduce the impact ofexternal cyber-attacks impacting our business we have firewalls and threat monitoringsystems in place complete with immediate response capabilities to mitigate identifiedthreats. Our employees are trained to understand these requirements.

34. IMPACT OF COVID 19

Due to COVID-19 pandemic the nation-wide lockdowns was imposed by thecentral government since 25.03.2020 and the said period has been extended from time totime and therefore the operations of the company got substantially effected due toclosure of manufacturing activities disruption of supply chain closure vendor officesacross the country.

This has impacted on the revenue from operations for the last quarterand as well as upcoming quarter for the year 2020-21.

Due to lockdown the company's plant suspended its operations effective01.04.2020 and the company's corporate office including its registered office remain shutdue to lockdown. However the company has adopted work from home policy as per governmentguidelines and all employees of the company are working from home during the lockdownperiod.

As per guidelines issued by ministry of home affairs dated 30th may2020 the company has resumed the manufacturing operations and as well as all officesw.e.f. 29.04.2020. But still we are able to work with 20%-30% due to unavailability ofworkers.

The company is taking utmost care of all workers/employee forprotection of their health and safety. The company is taking all safety measures andprecaution at work place as per the guidelines issued by Ministry of home affairs andMinistry of health and family welfare of the Government of India.

The steps taken by the company are as follow:

-Sanitize all work places and frequently sanitize all instruments atworkplace.

-All workers/employee must wear face mask/cover and adequate stocks offace cover are made available

-Social distancing during the work and avoid mass gathering.

-Thermal scanning of all workers/employees.

-Staggering of work/business hours followed in offices and factorypremises.

The management of the company will closely monitor situation and takenecessary steps as may be required from time to time.

The from mid of March 2020 till date Lockdown and gradual relaxationdisturbed operations in various aspect and degree and the revenue from operations andprofitability has been adversely impacted. At this point of time it is difficult toestimate the impact of COVID 19 on our future operations.

35. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required inrespect of the following items

as there were no transactions on these items during the year underreview:

I. The Company has not issued any shares with differential rights andhence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

II. The Company has not issued any sweat equity shares during the yearunder review and hence no information as per provisions of Section 54(1)(d) of the Actread with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

III. The Company has not issued any equity shares under Employees StockOption Scheme during the year under review and hence no information as per provisions ofSection 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

IV. During the year under review there were no instances ofnon-exercising of voting rights in respect of shares purchased directly by employees undera scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (ShareCapital and Debentures) Rules 2014.

No orders have been passed by any Regulator or Court or Tribunal whichcan have an impact on the going concern status and the Company's operations in

36. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion &Analysis describing the Company's objectives expectations or forecasts may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factorsthat could influence the Company's operations include global and domestic demand andsupply input costs availability changes in government regulations tax laws economicdevelopments within the country and other factors such as litigation and industrialrelations

37. ACKNOWLEGDEMENT

Your Directors place on record their deep appreciation to employees atall levels for their hard work dedication and commitment. The Board also places on recordits appreciationfor the continued cooperation and support received by your Company duringthe year from investors bankers financial institutions customers business partnersall regulatory and government authorities and other stakeholders.

For and On Behalf of the Board of Directors
ASIT D.JAVERI
Place: Mumbai EXECUTIVE CHAIRMAN
Date: 29.07.2020 DIN:00268114

.