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SAL Automotive Ltd.

BSE: 539353 Sector: Auto
NSE: N.A. ISIN Code: INE724G01014
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NSE 05:30 | 01 Jan SAL Automotive Ltd
OPEN 194.90
PREVIOUS CLOSE 194.90
VOLUME 30
52-Week high 287.60
52-Week low 148.00
P/E 21.35
Mkt Cap.(Rs cr) 47
Buy Price 186.00
Buy Qty 15.00
Sell Price 193.60
Sell Qty 1.00
OPEN 194.90
CLOSE 194.90
VOLUME 30
52-Week high 287.60
52-Week low 148.00
P/E 21.35
Mkt Cap.(Rs cr) 47
Buy Price 186.00
Buy Qty 15.00
Sell Price 193.60
Sell Qty 1.00

SAL Automotive Ltd. (SALAUTOMOTIVE) - Director Report

Company director report

TO THE MEMBERS

Your Directors have the pleasure of presenting their 46th Annual Report along with theAudited Financial Statements for the year ended March 312021.

FINANCIAL & OPERATIONAL PERFORMANCE HIGHLIGHTS

In compliance with the provisions of the Companies Act 2013 ('Act') and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations') theCompany has prepared its financial statements as per Indian Accounting Standards (IndAS)for the FY 2020-21. The highlights of the financial results of the Company extracted fromthe audited financial statements for the FY 2020-21 and previous year FY 2019-20 are asunder:

(Rs. in Crores)

Particulars Year ended 31st March 2021 Year ended 31st March 2020
Net Revenue from Operations 94.55 85.47
Other Income 1.40 1.23
Total Revenue 95.95 86.70
Profit before Depreciation Finance Charges and Tax 2.91 0.61
Finance Costs 0.52 0.39
Depreciation & Amortization Expense 1.54 1.44
Exceptional Items - 3.06
Profit Before Tax 0.85 1.84
Tax Provision
- Current - 0.05
- Deferred 0.01 0.54
Profit After Tax 0.84 1.25
Other Comprehensive Income 0.13 0.04
Total Comprehensive Income 0.97 1.29
Surplus-Opening Balance after adjustment for 12.30 12.31
carrying value of assets
Surplus available for appropriation 13.27 13.60
Appropriations:
Dividend paid on Equity Shares 0.84 1.08
Dividend Distribution Tax - 0.22
Surplus-Closing Balance 12.43 12.30

REVIEW OF OPERATIONS

Financial year 2020-21 was the one of the most challenging year for the Indian Economysince Independence. During this Financial year Covid 19 Pandemic took a toll on economicactivity. This was the first instance of contraction in demand since 1980 on all businesssegments of the economy including manufacturing services and construction exceptagriculture which performed well with a growth of 6%.

Operations of your company were also impacted due to Pandemic to large extent duringfirst half of financial year. From Q2 onwards operational activities started coming backto normalcy level and during Q3 it shown some brighter results compared to H1 performance.

Your Company is primarily engaged in automotive (Passenger and Commercial Vehicle) andagriculture segments which in turn is influenced by various factors like economic growthmonsoon etc. impacting the purchasing power of the buyers of the automobiles.

Automotive Components: -

For the year under review the Indian automotive industry (except Two-wheeler)witnessed degrowth of 15.2% which includes PV industry degrowth of 2.2% and CV Industrydegrew by 20.8% however UV sector had shown growth of 12.1%. On the contrary your companyhad shown growth of 8.9% which includes growth in seat mechanisms for passenger vehicle of9.9% as volume had increased to 8.82 lakhs against 8.02 lakhs during previous year anddegrowth of 71.1% in seats for commercial vehicle as volume had dipped to 0.03 lakhsagainst 0.09 lakhs from previous year.

Agriculture Implements: -

For the year under review the Indian tractor industry had highest ever sales of 8.99lakhs with a growth of 26.9% and on the similar lines your company had recorded salesvolume of 2.05 lakhs seats for tractor against previous year volume of 1.62 lakhs with agrowth rate of 26.8% whereas in case of Agri-implements sales volume dipped to 0.02lakhs against 0.03 lakhs of previous year resulted into degrowth of 26.5%.

In-spite of dent in economy and demand contraction during fiscal year financialperformance of your company was better than previous year. Revenue stood at Rs 94.55 Cragainst previous year figures of Rs 85.47 Cr with a growth @ 10.6% and Profit beforedepreciation finance cost and tax was Rs 2.91 Cr against previous year figure of Rs 0.61Cr. Total comprehensive income was Rs 0.97 Cr in comparison to 1.29 Cr of previous yearwhich gives an Earning per share of Rs. 4.05 against previous year figure of Rs 5.40.

DIVIDEND

Despite the pandemic your company had delivered a better operational performanceduring the period under review in comparison to previous year. While the performance hasbeen good but profit after tax was low on account of exceptional item.

Considering the good performance of the company your directors decided to recommend adividend of Rs 3.50 (35%) per ordinary (equity) share of Rs. 10/- each fully paid up forthe financial year 2020-21. Dividend would involve a cash outflow of Rs.83.92 lakhs sameas previous year. The dividend will be payable subject to approval of members at theensuing annual general meeting and deduction of tax at source to those shareholders whosename appear in the register of members as on the book closure date. The Board of yourcompany decided not to transfer any amount to general reserve for the year under review.

FINANCE

Due to worldwide spread of Covid-19 pandemic the economic activities were affectedprimarily during H1' F21. Improvement in sales revenue and various cost saving initiativestaken by the management Fund position improved marginally. Cash from operationsactivities before working capital changes was positive by Rs. 1.83 Crore against previousyear negative cash flow of Rs 0.50 Crore. Net movement in cash and cash equivalent waspositive by Rs. 0.45 Crore against previous year negative of Rs 1.01 Crore.

SHARE CAPITAL

The issued and paid-up Share Capital of the Company remained unchanged during the yearand stood at Rs.2.39 Crore at the end of the financial year 2020-21.

There were no instances of issue of shares with differential voting right buy back ofshares or bonus issues of shares during the year.

DEPOSITS

The Company has not accepted any deposit and as such no amount of principal orinterest was outstanding as at the end of the financial year.

INDUSTRIAL RELATIONS

The year under review witnessed a very positive industrial relations scenario at boththe locations. Your company's continuous focus towards propagating proactive and employeecentric practices. T ransformational work culture initiatives that aim to create andengage workforce to continuously grow in strength with innovative productive and acompetitive shop floor ecosystem .

With the objective of capability building developing future ready workforce andfostering togetherness at the workplace your company implements multiple training andengagement programs on an on-going basis. These include various behavioral programs teameffectiveness and individual effectiveness safety and environment quality tools skillbuilding programs continuous improvement result orientation relationship management anddecision making.

Proactive and employee centric shop floor practices a focus on transparentcommunication on business goal and effective concern resolution mechanisms and a firmbelief that employee are the most valuable asset of the company and the cornerstone ofyour company's employee relations approach. An open-door policy with constant dialogue tocreate win-win situations have helped your company to build trust and harmony. The longterm settlement signed by the worker union containing the improved wages and benefits forworker exists.

SAFETY OCCUPATIONAL HEALTH AND ENVIRONMENTAL

Your Company is committed towards excellence in Safety Occupational Health andEnvironment. This is also to ensure sustainable business growth. The Company has awell-established Safety Occupational and Environmental Policy which inter alia ensuressafety of employees plant equipment and public at large by ensuring compliance with allstatutory rules and regulations on regular basis. During the period under review yourcompany is migrating from OHSASIQ001 to new standards ISO : 45001 : 2018. The managementcommitment towards OH&S Management System (SOH&E) through adoption of newcompliance under MHA Notification and guidelines from time to time during the COVID-19pandemic period along with its voluntary commitments. The company implemented variousinitiatives under the new normal guidelines with overall health and hygiene. Your Companyalso imparts training to its employees as per the predefined training calendar carriesout statutory safety audits of its facilities as per legal requirement and promotesecofriendly activities. In reiteration of its commitment to improve the well-being of theemployees Medical Check-ups both curative and preventive have been organized regularlyincluding educating the employees on Industrial Hygiene at the workplace.

COVID - 19 UPDATE

Spread of Covid-19 across the world since the start of this calendar year 2020 hadimpacted the global economy commercial and industrial activities badly. Sustenance/revamping of economic activities have become a challenge for the Governments businesshouses and the common citizen.

After imposition of the lockdown in the country by the Central Govt. during last weekof March 2020 and subsequent extension of lockdown by the Centre and State govts Companymade a roadmap to face the challenges and threats caused by the Covid-19 pandemic in themonth of April 2020 and started compliances with the statutory guidelines issued by theCentral and State Government for resuming the routine manufacturing activities in thefirst week of May 2020.

Company while complying all the guidelines and SOPs issued by the Ministry of Homeaffairs from time to time had organized and imparted the regular training programs andcontinuing the same for the safety of our human resources and at the supplier's end toensure the consistency in production activities of the business of the organizationkeeping it safe from the current and future risks and challenges.

The management is working on mitigating the impact of Covid-19 pandemic and alsosharpening the skills to emerge as a stronger and more agile player.

SUSTAINABILITY INITIATIVE

Your Company continued the focus on environmental social and governance parameters.Your company defines sustainability as "Building enduring business by rejuvenatingthe environment and enabling stakeholders to grow". Various actions had beenimplemented during the year under review across the board based on the three pillarsnamely Environment Manpower and Margins.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS INDUCTIONS RE-APPOINTMENT /RE-DESIGNATIONS RETIREMENT & RESIGNATIONS

In terms of Section 152 of the Companies Act 2013 ("Act") Mr. Jamil Ahmad(DIN: 07171910) shall retire by rotation at the forthcoming Annual General Meeting("AGM") and being eligible offers himself for re-appointment.

Mr. Jai Bhagwan Kapil (DIN: 01894348) erstwhile Chairman and Independent Director ofthe Company passed away on June 25 2020.

Thereafter on the recommendation of the Nomination and Remuneration Committee theBoard appointed Mr. Kailash Nath Agarwal (DIN:08829437) as an Additional (IndependentDirector on the Board w.e.f. 20th August 2020 which was approved by the members in thesubsequent AGM.

Subject to necessary approval of members of the Company Mr. Rama Kant Sharma ManagingDirector of the Company has been re-appointed by the Board of Directors of the Company fora period of 5 years w.e.f. 4th February 2022. The approval of the members is sought tothis effect and the necessary resolution forms part of the Notice of the ensuing AGM.

Apart from the aforesaid there were no changes in the Board of Directors.

KEY MANAGERIAL PERSONNEL

Mr. Rama Kant Sharma Managing Director Mr. Gagan Kaushik Company Secretary and Mr.Jagdish Lal Raheja Chief Financial Officer are the Key Managerial Personnel (KMP) of theCompany as per the Act.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of Listing Regulations and there has been no change in the circumstances which mayaffect their status as Independent Director during the year. The Independent Directorshave also confirmed that they have complied with the Company's code of conduct forDirectors and Senior Management Personnel and also that they are not debarred from holdingthe office of director pursuant to any SEBI order or any such authority.

All the Independent Directors of the Company have registered themselves in the databank maintained with the Indian Institute of Corporate Affairs Manesar (‘IICA'). Interms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment &Qualification of Directors) Rules 2014 the Independent Directors are required toundertake online proficiency self-assessment test conducted by the IICA within a period oftwo (2) years from the date of inclusion of their names in the data bank. The IndependentDirectors whosoever is required shall undertake the said proficiency test.

In the opinion of the Board all independent directors possess strong sense of integrityand having requisite experience qualification and expertise. For further details pleaserefer Corporate Governance Report.

POLICY ON NOMINATION REMUNERATION AND BOARD DIVERSITY

The Company believes that building a diverse and inclusive culture is integral to itssuccess. A diverse Board among others will enhance the quality of decisions by utilizingdifferent skills qualifications professional experience and knowledge of the Boardmembers necessary for achieving sustainable and balanced development. Accordingly theCompany has formulated and adopted the Nomination and Remuneration Policy in accordancewith the provisions of Companies Act 2013 read with the Rules issued thereunder and theListing Regulations. During the financial year under review no changes have been carriedout in the said Policy. The Nomination and Remuneration Policy is annexed herewith as AnnexureA.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act the Board is required to carry out annualevaluation of its own performance and that of its Committees and individual Directors. TheNomination and Remuneration Committee (NRC) of the Board also carries out evaluation ofevery Director's performance. Accordingly the Board and NRC of your Company have carriedout the performance evaluation during the year under review.

For annual performance evaluation of the Board as a whole it's Committee(s) andindividual Directors including the Chairman of the Board the Company has formulated aquestionnaire to assist in evaluation of the performance. Every Director has to fill thequestionnaire related to the performance of the Board its Committees and individualDirectors except himself by rating the performance on each question.

On the basis of the response to the questionnaire a matrix reflecting the ratings wasformulated and placed before the Board for formal annual evaluation by the Board of itsown performance and that of its Committees and individual Directors. The Board wassatisfied with the evaluation results.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. TheBoard met 5 times in the financial year 2020-21. The period between any two consecutivemeetings of the Board of Directors of the Company was not more than 120 days and detailsof the Board Meetings and the attendance of the Directors are provided in the CorporateGovernance Report that forms part of this Annual Report.

AUDIT COMMITTEE

During and as at the end of the financial year under review the Audit Committeecomprised of the following Directors viz. Mr. Rajiv Sharma (Chairman of the Committee)Mr. Kailash Nath Agarwal and Mr. Rama Kant Sharma. The Company Secretary of the Companyis the Secretary of the Committee. All the recommendations made by the Audit Committeewere accepted by the Board.

For further details about all the Committees of the Board of Directors of the Companyplease refer the Corporate Governance Report which forms an integral part of this AnnualReport.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIALSTATEMENTS

During the financial year under review the Company was not having any subsidiary orjoint venture or associate company in terms of the provisions of the Act.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the year the Company has transferred the unpaid/unclaimed dividend amounting toRs. 52500 to the Investor Education and Protection Fund (IEPF) Account established by theCentral Government. The Company has also uploaded the details of unpaid and unclaimedamounts lying with the Company as on 31.03.2021 on the website of the Companyhttps://salautomotive.in/unclaimed- dividend.

Further in terms Section 124(6) read with Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 (IEPF Rules) as amendedduring the year under review the

Company has transferred 446 equity Shares to the demat account of Investor Educationand Protection Fund details of which are uploaded on the website of the Companyhttps://salautomotive.in/unclaimed- dividend.

The shareholders whose unpaid dividend/shares are transferred to the IEPF can claim thesame by filing the prescribed Form as per the applicable provisions under the IEPF Rules.

STATUTORY AUDITORS

M/s. Mangla Associates Chartered Accountants (ICAI Firm Registration No.: 006796C)Statutory Auditors of the Company were appointed at the 42nd AGM of the Company from theconclusion of the AGM held in year 2017 until the conclusion of the AGM of the Company tobe held in year 2022 on such remuneration as may be decided by the Board of Directorsfrom time to time.

AUDITORS' REPORT

The Auditors' Report read along with notes to accounts is self-explanatory andtherefore does not call for further comments. The Auditors' Report does not contain anyqualification reservation or adverse remark.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s A. Arora and Co. a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year 2020-21. The Secretarial AuditReport is annexed herewith as Annexure B.

The Secretarial Audit Report does not contain any qualification reservation oradverse remark.

COST AUDITORS

The Cost Audit for financial year ended March 312020 was conducted by M/s. AggarwalVimal & Associates (FRN 000350). The said Cost Audit Report was filed on November 92020.

Based on the recommendations of the Audit Committee and confirmation that theappointment if approved will be within the limits of Section 141 (3)(g) of the CompaniesAct 2013 and are of independent relationship with the Company the Board had approved thereappointment of M/s. Aggarwal Vimal & Associates (FRN 000350) as the Cost Auditorsof the Company for the financial year 2020-21 on a remuneration of Rs. 50000 (RupeesFifty Thousand only) applicable taxes and out of pocket expenses that may be incurred bythem during the course of audit. As required under the Companies Act 2013 theremuneration payable to the cost auditor is required to be placed before the members in ageneral meeting for their ratification. Accordingly a resolution seeking members'ratification for the remuneration payable to M/s Aggarwal Vimal & Associates CostAuditors is included in the Notice convening the ensuing Annual General Meeting.

The Company has maintained accounts and records as specified under sub-section (1) of148 of the Act.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review the Company was not covered under the provisions ofSection 135 of the Companies Act 2013 related to Corporate Social Responsibility butkeeping with the Company's core value of Good Corporate Citizenship your Company iscommitted to display its social responsibility by taking various initiatives benefitingthe society at large. These initiatives include organizing plantation of trees at variouslocations awareness campaign on ill effects of tobacco providing medicines beds andsheets to destitute people's home etc.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance forms part of the Annual Report along with theCertificate on Corporate Governance as required under Listing Regulations.

INTERNAL FINANCIAL CONTROLS

The corporate governance polices guide the conduct of affairs of your company andclearly defines the roles responsibilities and authorities at each level of itsgovernance structure and key functionaries involved in governance. The Board has adoptedthe policies and procedures for ensuring the orderly and efficient conduct of businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and timely preparation of relevant financial disclosures. Theseaccounting policies are reviewed and updated from time to time.

Your Company has laid down adequate internal financial controls for preparation offinancial statements commensurate with the size scale and complexity of its operations.An Internal audit program undertaken by an independent external auditor which coveredvarious activities as per defined RCMs (Risk Control Matrix) and periodical reports aresubmitted to the management and shared with the audit committee of the Board.

Such Controls have been assessed during the year under review taking into considerationessential components of internal controls stated in the guidance note of Internalfinancial control over financial reporting issued by the Institute of CharteredAccountants of India. Based on the results of such assessments carried out by themanagement no reportable material weakness or significant deficiencies in the design oroperations of internal financial controls was observed.

RISK MANAGEMENT

Your company understands the importance of various risks faced by it and has adopted aRisk Management Framework which establishes various levels of accountability within theCompany. The framework covers identification evaluation and control measures to mitigatethe identified business risk.

You Company faces constant pressure from the evolving marketplace that impactsimportant issues in risk management and threatens profit margins. The Company emphasizeson those risks that threaten the achievement of business objectives of the Group over theshort to medium term. For the year under review the Company does not foresee any criticalrisk which threatens its existence.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. The Company has a Vigilmechanism and Whistle blower policy under which the persons covered under the policyincluding Directors and employees are free to report misuse or abuse of authority fraudor suspected fraud violation of Company rules manipulations negligence causing dangerto public health and safety misappropriation of funds and other matters or activity onaccount of which the interest of the Company is affected. The reportable matters may bedisclosed to the vigilance officer who operates under the supervision of the AuditCommittee. Persons covered under the Policy may also report to the Chairman of the AuditCommittee.

During the year under review no employee was denied access to the Chairman of theAudit Committee. No complaints were received under Vigil Mechanism & Whistle BlowerPolicy during the financial year 2020-21.

DETAILS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186

The Company has not advanced any Loan Guarantee or made any Investment covered underthe provisions of Section 186 of the Act during the financial year.

ANNUAL RETURN

The Annual Return in form MGT-7 for the financial year ended March 312021 as requiredunder Section 92 of the Companies Act 2013 is available on the website of the Company atwww.salautomotive.in.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party contracts/arrangements/transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of business.During the financial year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.There were no materially significant related party transactions made by the Company whichmay have a potential conflict of the interest with its Promoters Directors KeyManagerial Personnel or other persons. All such Related Party T ransactions are placedbefore the Audit Committee for approval wherever applicable.

Accordingly the disclosure of Related Party T ransactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.

For further details please refer to the notes (refer Note 2.35) to the financialstatements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information with regard to Conservation of Energy Technology Absorption ForeignExchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given as AnnexureC forming part of this Report.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act2013 read with Rule 5(1) & 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure D to this report. Therewas no employee who was in receipt of remuneration of not less than Rupees one crore andtwo lakh during the year ended March 312021 or not less than Rupees eight lakh and fiftythousand per month during any part of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant material orders passed by the Regulators/ Courts/ Tribunalsduring the financial year 2020-21 which would impact the going concern status of theCompany and its future operations.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is confirmed that:

- in the preparation of the annual accounts for the year ended March 312021 theapplicable accounting standards have been followed and there are no material departuresfrom the same.

- the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312021 and of the profit ofthe Company for the year ended on that date.

- the Directors 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.

- the Directors have prepared the annual accounts of the Company on a going concernbasis.

- the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

- the Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has complied with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and has in place a Policy onPrevention of Sexual Harassment at the Workplace in line with the provisions of the saidAct. An Internal Complaints Committee has been set up to redress complaints receivedregarding Sexual Harassment. The policy and the Internal Complaints Committee is announcedto all staff and is available with HR Department.

No complaint of sexual harassment was received during the Financial Year 2020-21.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as issued by theInstitute of Company Secretaries of India (ICSI).

MATERIAL CHANGES AND COMMITMENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIALYEAR AND THE DATE OF THE REPORT

There is no material changes occurred after the closure of financial year till the dateof this report.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/events happened on these items during theyear under review:

a) Issue of equity shares with differential voting rights or sweat equity or stockoptions.

b) Changes in the nature of business activities.

c) Fraud reporting by the auditors.

d) Application made or any proceeding pending under the Insolvency and Bankruptcy Code2016 (31 of 2016) during the year alongwith their status as at the end of the financialyear.

e) Difference between amount of the valuation done at the time of one time settlementand the valuation done while taking loan from the Banks or Financial Institutions alongwith the reasons thereof.

ACKNOWLEDGMENT

Your Directors place on record their deep appreciation for the contribution made byemployees at all levels with dedication commitment and team efforts which helped yourCompany in achieving the performance during the year.

Your Directors also acknowledge with thanks the support given by the Governmentbankers shareholders and investors at large and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD
Place : Ghaziabad RAJIV SHARMA
Date : 8th June 2021 Chairman
DIN:07418337

.