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Sanwaria Consumer Ltd.

BSE: 519260 Sector: Agri and agri inputs
NSE: SANWARIA ISIN Code: INE890C01046
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VOLUME 201318
52-Week high 2.03
52-Week low 0.60
P/E
Mkt Cap.(Rs cr) 63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sanwaria Consumer Ltd. (SANWARIA) - Director Report

Company director report

To

The Members

Sanwaria Consumer Limited

(Under Corporate Insolvency Resolution Process vide Order of Hon'ble NCLT dated29.05.2020)

The Hon'ble National Company Law Tribunal Indore Bench ("NCLT") had videits order dated May 29 2020 admitted the application for the initiation of the corporateinsolvency resolution process ("CIRP") of Corporate Debtor in terms of theInsolvency and Bankruptcy Code 2016 read with the rules and regulations framedthereunder as amended from time to time ("Code"). Accordingly pursuant to theprovisions of Section 17 of the IBC the powers of the Board of Directors of the CorporateDebtor stands suspended and such powers shall be vested with Mr. Rajeev Goel appointed asthe Insolvency Resolution Professional (the IRP or interim Resolution Professional).Further the committee of creditors (CoC) of the Corporate Debtor pursuant to the meetingheld on July 28 2020 and in terms of Section 22 (2) of the Code resolved with 100%voting share to replace the existing Interim Resolution Professional with Mr. GautamMittal as the resolution professional (RP) for the Corporate Debtor. Accordingly the NCLThas in its hearing dated 4th September 2020 through video conferencingpronounced the approval for the appointment of Mr. Gautam Mittal as the RP("Resolution Professional") of the Corporate Debtor.

Since the company is under Corporate Insolvency Resolution Process (CIRP) as perSection 17 of the Insolvency & Bankruptcy Code from the date of appointment of theResolution Professional.

(a) the management of the affairs of the company shall vest in the ResolutionProfessional.

(b) the powers of the Board of Directors of the company shall stand suspended and beexercised by the Resolution Professional.

(c) the officers and managers of the company shall report to the ResolutionProfessional and provide access to such documents and records of the company as may berequired by the Resolution Professional.

(d) the financial institutions maintaining accounts of the company shall act on theinstructions of the Resolution Professional in relation to such accounts and furnish allinformation relating to the company available with them to the Resolution Professional.

RESULTS OF OUR OPERATIONS

Your Company's financial performance for the year under review has been encouraging.Key aspects of Standalone Financial Performance of SCL for the current financial year2020-2021 along with the previous financial year 2020-21 are tabulated below:

(Amount in Rs. Lakhs)

Particulars Standalone Consolidated
For the year ended March 31 2021 For the year ended March 31 2020 For the year ended March 31 2021 For the year ended March 31 2020
Total Income 223.56 298030.93 223.56 298038.71
Profit Before Depreciation Interest and Tax (1380.05) (129216.30) (1665.13) (114701.30)
Less: Depredation & Amortization expenses 651.35 693.48 785.89 828.03
Less: Finance cost 0.087 6528.45 0.087 6528.45
Profit before Taxation and Exceptional Items (731.61) (121994.36) (879.15) (122057.78)
Less: Extraordinary and Exceptional Item
Profit before Taxation (731.61) (121994.36) (765.64) (122057.78)
Less: Provision for Tax for Current Year - - - -
Less: Provision for deferred Tax (113.52) (95.38) (113.52) (95.38)
Profit for the period (618.10) (121898.98) (765.64) (121962.40)
Other Comprehensive Income(net) - - - -
Profit After Tax (618.10) (121898.98) (765.64) (121962.40)
Dividend 0% 0% 0% 0%
Transferred to Reserves (618.10) (121898.98) (765.64) (121962.40)
Shareholders' Fund (57376.86) (56758.77) (57388.58) (56622.95)
Earnings Per Share (EPS) (0.08) (16.56) (0.10) (16.57)
i) Basic (0.08) (16.56) (0.10) (16.57)
ii) Diluted

The revenue from operations for the year ended 31st March 2021 stood at Rs.223.56 Lacs(Rupees Two hundred and twenty three Lacs Approx.) as compared to Rs.298030.93 Lacs(Rupees Two Lacs Ninety Eight Thousand and thirty Approx) for the previous year ending31st March 2020. The loss before tax for the year ended 31st March 2021 stood atRs.618.10 Lacs (Rupees Six Hundred and Eighteen Lacs Approx.) as compared to loss ofRs.121994.37 Lacs (Rupees One lac Twenty One Thousand Nine Hundred and Ninety Four LacsApprox.) for the year ending 31st March 2020. The Loss after Tax stood at Rs.618.10 Lacs(Rupees Six Hundred and Eighteen Lacs Approx.) for the year ending 31st March 2021 ascompared to loss of Rs.121898.98 Lacs (Rupees One Lac Twenty One Thousand Eight hundredand Ninety Eight Lacs Approx.) for the previous year.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 has issued Companies (Indian Accounting Standards) Rules 2015.Accordingly in compliance with the said Rules the Standalone and Consolidated FinancialStatements of the company for the Financial Year 2020-2021 have been prepared as perIndian Accounting Standards.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the CompaniesAct 2013 and as stipulated under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI (LODR)"). Aseparate section on Corporate Governance under SEBI (LODR) along with a certificate fromthe auditors confirming the compliance is marked as Annexure and forms part of thisDirectors Report.

DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES

An amount of (Rs.618.10 Lacs) is proposes to transfer to General Reserve from theprofits of the year under review.

DIVIDEND

Your company is under Corporate Insolvency Resolution Process and incurring losses. TheBoard of Directors (suspended during CIRP) does not recommend any dividend during the yearunder review.

SHARE CAPITAL

The Authorised Capital of the Company is Rs. 780000000 consisting of 760000000Equity Shares of face value of Rs. 1.00 each and 2000000 Preference Shares of Face valueof Rs. 10 each and the Paid up capital was increased to Rs. 736100000 consisting of736100000 Equity shares of face value of Rs. 1.00 each.

MATERIAL CHANGES AND COMMITMENTSIF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURED AFTER THE BALANCE SHEET DATE AND AS AT THE DATE OF SIGNING THIS REPORT

There are no material changes and commitments affecting the financial position of theCompany occurred after the Balance Sheet Date and as at the date of signing of thisreport.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans guarantees or investments covered under theprovisions of Section 186 of the Companies Act 2013 during the financial year 2020-2021.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

As on March 31 2021 the Composition of Board of Directors of the Company includedtotal of 6 (Six) directors comprising of 3 (Three) Executive Directors! (One)Non-Executive Non Independent Directors and 2 (Two) Non-Executive Independent Director.

Re-appointment

Mr. Satish Agrawal Director of the Company retire by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for reappointment. The detail ofthe Directors being eligible to be reappointed is set out in the in the explanatorystatement to the notice of the ensuing Annual General Meeting.

Key Managerial Personals

The Key Managerial Personals (KMPs) of the Company in accordance with the provisions ofSection 2(51) and Section 203 of the Companies Act 2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 (including any statutorymodification(s) or re-enactment(s) for the time being in force) are as follows:

s. No. Name of KMP's Designation
1. Gulab Ghand Agrawal Chairman & Whole Time Director
2. AsHoK Agrawal Whole Time Director
3. Satish Agrawal Whole Time Director
4. Surendra Kumar Jain Independent Director
7. Shilpi Jain Independent Director
7. Anil Kumar Vishwakarma Chief Financial Officer
8. Shilpa Agarwal Company Secretary (Left on 09.08.2021)

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013and SEBI Listing Regulations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company's policy on programmes and measures to familiarize Independent Directorsabout the Company its business updates and development includes various measures viz.issue of appointment letters containing terms duties etc. management informationreports presentation and other programmes as may be appropriate from time to time. ThePolicy and programme aims to provide insights into the Company to enable independentdirectors to understand the business functionaries business model and others matters.The said Policy and details in this respect is displayed on the Company's website.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Since the powers of the Board of Directors have been suspended with effect from 29thMay 2020 pursuant to the orders dated 29th May 2020 passed by Hon'bleNational Company Law Tribunal (NCLT) Indore Bench Ahmedabad evaluation of Board has nottaken place for the year 2020-21.

MEETINGS

The corporate insolvency resolution process (CIRP) of the Company has been in effectfrom 29th May 2020 as per the Orders passed by Hon'ble National Company LawTribunal Indore Bench Ahmadabad. Prior to the commencement of CIRP the Board ofDirectors met Once during the financial year 2020-21 and thereafter since May 29 2020the powers of the Board of Directors have been suspended during the CIRP period. The datesof board meetings is May 20 2020. After that Five co-ordination meetings was called byResolution Professional (RP) on 07th August 2020 07th September2020 11thNovember2020 02nd December 2020 and 02nd February 2021 which wasattended by Executive Director and Independent Directors.

COMMITTEES OF THE BOARD

Since the powers of the Board of Directors have been suspended w.e.f. 29thMay 2020 pursuant to the orders dated 29th May 2020 passed by Hon'ble National CompanyLaw Tribunal (NCLT) Indore Bench Ahmedabad the powers of the various committees havealso been suspended with effect from the same date as per SEBI circular No.SEBI/LADNRO/GN/2018/21 dated 31st May 2018 and hence no meetings have May2018 and hence no meetings have since been conducted.

Prior to the commencement of corporate insolvency resolution process the Board hadFour Committees viz Audit Committee Nomination and Remuneration Committee StakeholdersRelationship Committee and Corporate Social Responsibility Committee as mandated under theAct and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Thedetails of the role of Audit Committee Nomination and Remuneration Committee andstakeholders Relationship Committee along with their composition number of meetings heldduring the financial year and attendance at the meetings are provided in the CorporateGovernance Report which forms an integral part of this Report.

POLICY ON REMUNERATION OF DIRECTORS KMPs SENIOR MANAGEMENT PERSONNEL AND OTHEREMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy of SCL formulated in accordance with Section 134(3)(e) and Section178(3) of the Companies Act 2013 read with Regulation 19 of SEBI Listing Regulations(including any statutory modification(s) or re-enactment(s) for the time being in force).The salient aspects covered in the Nomination and Remuneration Policy is outlined below:

- To identify the persons who are qualified to become director and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal.

- To formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of Directors key managerial personnel and other employees of SCL.

- To formulate the criteria for evaluation of Independent Director and the Board.

- To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation of the Board and to determining whether to extend orcontinue the term of appointment of the independent director on the basis of the reportof performance evaluation of independent directors.

- To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

- To provide to Key Managerial Personnel and Senior Management reward linked directlyto their effort performance dedication and achievement relating to the Company'soperations.

- To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

- To develop a succession plan for the Board and to regularly review the plan.

- To assist the Board in fulfilling responsibilities.

- To implement and monitor policies and processes regarding principles of corporategovernance.

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMP'S

A statement containing the details of the Remuneration of Directors and KMP's asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas 'Annexure' which forms part of this Annual Report. However the Company has not paidany Managerial Remuneration for the financial year 2020-2021 to any of its Whole-TimeDirectors and Non-Executive Director.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

SCL has two wholly owned Subsidiary Companies:

> Sanwaria Singapore Private Limited (Singapore);

> Sanwaria Energy Limited

During the year there has been no business activity by Sanwaria Singapore PrivateLimited (Singapore) foreign subsidiary of the Company. The Board has reviewed the affairsof the subsidiary. In accordance with Section 129(3) of the Companies Act 2013 and inaccordance with the Accounting Standard AS-21 issued by the Institute of CharteredAccountants of India Consolidated Financial Statements presented by the Company in thisAnnual Report include the financial information of its subsidiary.

Further in accordance to the Section 136 of the Companies Act 2013; the AnnualAccounts and related documents of the subsidiary company shall be kept open for inspectiontill the date of AGM during the business hours at the Registered Office of the Company.The Company will also make available copy thereof upon specific request by any Member ofthe Company interested in obtaining the same.

The statement containing the salient features relating to Subsidiary Company in theprescribed format in AOC-1 is appended as an annexure to this Report.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors states that Company has complied with all applicable SecretarialStandards issued by Institute of Company Secretaries of India revised and notified onOctober 01 2017.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014is available on the website of the Company and shall be made available to the members onrequest.

ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS

Except for commencement of CIRP under the Code no material orders were passed byRegulators/ Courts / Tribunals during the period impacting the going concern status andCompany's operations in future.

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act 2013 directors (suspendedduring CIRP) to the best of their knowledge and belief state that:

In the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

i. they have in the selection of the accounting policies consulted the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2021 and of its profits/ losses for the year ended on that date;

ii. 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; and

iii. they have prepared the annual accounts for the year ended 31st March 2021 on a'going concern' basis; and

iv. they had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.

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

MAINTAINENCE OF COST RECORDS

The Company is required to maintain Cost Records as specified by the Central Governmentunder Section 148 (1) of the Companies Act 2013.

STATUTORY AUDITOR

M/s. Pramod K. Sharma & Co.; Chartered Accountants (Firm Registration No.007857C 11-12 Sarnath Complex Opp. Board Office Shivaji Nagar Bhopal (M.P.) wereappointed as the statutory auditors of the Company to hold office for a period of fiveconsecutive years from the conclusion of the 28th Annual General Meeting heldon December 26 2019 of the Company till the conclusion of 33rd Annual GeneralMeeting to be held in the year 2024.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Report given by theAuditors on the financial statements of the Company is part of the Annual Report. TheComments on the qualifications in the Auditors' Report on the financial statements of theCompany for financial year 2020-21 are as provided in the "Statement on Impact ofAudit Qualifications" which is annexed hereafter as Annexure and forms part of thisreport.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed P.K. Rai & Associates Practicing Company Secretaries having theiroffice at F-5/159 Zone-2 MP Nagar Bhopal- 462011 M.P. to undertake the SecretarialAudit functions of the Company.

The Secretarial Audit Report submitted by P.K. Rai & Associates in the prescribedform MR- 3 is attached as an 'Annexure' which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Company has a well-placed proper and adequate internal financial control systemwhich ensures that all assets are safeguarded and protected and that the transactions areauthorized recorded and reported correctly.

Your Company has appointed M/s Rahul Choudhary & Associates a firm of PracticingChartered Accountant represented by Mr. Rahul Choudhary Bhopal as the Internal Auditorsof the Company to focus on review of business processes and suggest improvements asapplicable. Independence of the audit and compliance is ensured by direct reporting ofInternal Audit Team to the Audit Committee of the Board.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

In addition; the Companies Act 2013 re-emphasizes the need for an effective InternalFinancial Control system in the Company. The system should be designed and operatedeffectively. Rule 8(5)(viii) of Companies (Accounts) Rules 2014 requires the informationregarding adequacy of Internal Financial Controls with reference to the financialstatements to be disclosed in the Board's report.

To ensure effective Internal Financial Controls the Company has laid down the followingmeasures:

• All operations are executed through Standard Operating Procedures in allfunctional activities for which key manuals have been put in place. The manuals areupdated and validated periodically.

• The Company has a comprehensive risk management framework.

• The Company has in place a well-defined Vigil Mechanism (Whistle Blower Policy).

• Compliance of secretarial functions is ensured by way of secretarial audit.

• Compliance relating to cost records of the company is ensured by way of costaudit.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to Regulation 22 of SEBI Listing Regulations your Company has established amechanism called 'Vigil Mechanism (Whistle Blower Policy)' for directors and employees toreport to the appropriate authorities of unethical behavior actual or suspected fraud orviolation of the Company's code of conduct or ethics policy and provides safeguardsagainst victimization of employees who avail the mechanism. The policy permits all thedirectors and employees to report their concerns directly to the Chairman of the AuditCommittee of the Company.

RISK MANAGEMENT

The Company has an elaborate Risk Management procedure which is based on threepillars: Business Risk Assessment Operational Controls Assessment and Policy Complianceprocesses. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. Pursuant to section 134 (3)(n) of the Companies Act 2013 and the Listing Agreement 2015 the Company has a RiskManagement Committee to monitor the risks and their mitigating actions and the key risksare also discussed at the Committee. The details of the committee and its terms ofreference are set out in the Corporate Governance Report forming part of the Board Report.At present the company has not identified any element of risk which may threaten theexistence of the company. Some of the risks identified by the Risk Management Committeerelate to competitive intensity and cost volatility.

PERSONNEL

During the year under review no employees whether employed for the whole or part ofthe year was drawing remuneration exceeding the limits as laid down u/s Section 197(12)of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Hence the details required underSection 197(12) are not required to be given.

CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally ethically andsustainably. At SCL the goal of Corporate Governance is to ensure fairness of everystakeholder. We believe sound corporate governance is critical to enhancing and retaininginvestor trust. We always seek to ensure that our performance is driven by integrity.

The Company has adopted the policies in line with new governance requirements includingthe

- Policy on Related Party Transactions

- Policy on Preservation of Documents of SCL.

- Policy on Determining Material Subsidiaries

- Policy for Determination of Materiality.

- Remuneration Policy

- Corporate Social Responsibility Policy

- Whistle Blower Policy (Vigil Mechanism)

- Code of Fair Disclosure

- Code of Conduct to Regulate Monitor and Report Trading by Insiders.

- Code of Business Conduct and Ethics for the Board of Directors Senior ManagementPersonnel and Other Employees.

A separate report on Corporate Governance is provided together with a Certificate fromthe Statutory Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under Listing Regulations. A Certificate of the CEO/CFO of theCompany in terms of Listing Regulations inter alia confirming the correctness of thefinancial statements and cash flow statements adequacy of the internal control measuresand reporting of matters to the Audit Committee is also annexed.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12of the Companies (Management and Administration) Rules 2014 is appended as an Annexure tothis Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions. The Policy intends toensure that proper reporting; approval and disclosure processes are in place for alltransactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's Length. All Related Party Transactions are subjectedto independent review to establish compliance with the requirements of Related PartyTransactions under the Companies Act 2013 and Listing Regulations.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material Related Party Transactions i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements were entered during the year by the Company. All RelatedParty Transactions as entered by the Company during the Year is disclosed in Form AOC-2 asannexed along with this Report.

OPERATIONS PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY

A detailed review of operations and performance and future outlook of the Company isgiven separately under the head 'Management Discussion & Analysis' pursuant toRegulation 34 read with Part B of Schedule V of SEBI Listing Regulations is annexed andforms part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013" the Company has constituted InternalComplaints Committee (ICC) to prevent prohibit and redress the cases of sexual harassmentof any women at workplace. The Company has designated an external Independent member as aChairperson of the Committee. The Company has not received any Complaints on SexualHarassment during the year.

ENERGY CONSERVATION RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the details of activities in the nature of EnergyConservation Research and Development Technology Absorption and Foreign ExchangeEarnings and Outgo is set out hereunder:

i. environment safety health and energy conservation

Your Company is committed to continuously reduce energy consumption at its variousunits. The Company works on the principal of "Zero Injury" and integrates Safetyas a non-negotiable value through a combination of training and hardware up-gradationleveraging core technology concepts and safety standards. This has led the Companytargeting change in behavior patterns and elimination of unsafe acts from the workplace.Besides sustaining previous year initiatives new measures were implemented during theyear. Your Company has been striving to ensure environment friendly initiatives whenimplementing various projects on energy saving at its units. List of initiatives taken inthis regard are as under:

- Synchronization of air compressor for optimum use of this resource

- Installation of temperature transmitter on the condenser's inlet water temperaturefor optimum running of cooling tower fan.

- Reuse of Treated effluent

- By the recirculation of Boiler Bank's and APH ash into the furnace which reduces theproblem of unburnt fuel and increasing the boiler efficiency.

- Use of energy efficient CFL and LED lamps in all plants.

- Recycling the Vacuum Pump cooling water.

- Usage of Natural Gas replacing Light Diesel Oil in Boiler

- Online monitoring of Boiler Efficiency.

- Re-circulation of cooling tower water.

- Installation of higher efficiency DG sets for uninterrupted power supply.

- The Company has installed variable frequency drive. The Company has made efforts toconserve and optimize the use of energy.

- Utilization of UPS and high voltage control stabilizers.

- Use of high efficiency motors variable frequency drives and screw compressorsinstead of reciprocating compressors; roof mounted self driven ventilators and maximizeduse of natural illumination.

Benefits of above measures:

- Cost reduction due to decline in overall energy consumption.

- Sustained un-interrupted power supply facilitated in achieving production lean time.

- Curtailed wastage at each production stage.

- Enhanced operating margin through cost reduction.

- Overall contributed towards environment and restrained wastage of water and foodcommodity used as raw material in production.

- Company has been able to achieve the least possible consumption of energy incomparison to the industry average.

2. research and development:

Your Company continues to pursue innovation and applied research as means to sustainits global leadership in a competitive environment. Following are the areas in which theR&D is being carried out by the Company in the Financial Year 2020-21:

i) Development testing and specification setting of packaging materials.

ii) Formulation and evaluation of Agricultural inputs to enhance farm productivitycrop quality and for other such applications.

Benefits Derived as a result of above:

- Quality evaluation of finished products and raw materials

- Entering new market segments.

- Increased Productivity

- strategic resource management

- Product improvement

- Improved Quality

- Cost reduction

- Reduced Steam Consumption

- Safe Working Condition

- Healthy environment

- Manufacturing and Packaging Quality Enhanced

Future plan of action

Your Company's creative & innovation team will continue to work on energy efficientprocess like

- Reducing packaging weight / volume.

- Roll out of new range of differentiated products of international quality.

- Improvement of process and resource use efficiencies.

- Enlarge the scope of Agri-inputs options.

3. technology absorption adaption and innovation

Technologies were successfully absorbed resulting in a high production and new productdevelopment to meet existing and new customer requirements. Technology innovations weresuccessfully implemented to increase production and reduce the consumption of rawmaterial energy and utilities

The Company has well co-ordinated the management programme that includes setting outgoverning guidelines pertaining to identifying areas of research agreeing timelinesresource requirements etc.; scientific research based on hypothesis testing andexperimentation which leads to new / improved / alternative technologies; support thedevelopment to launch ready product formulation based on research and implementation ofthe launch ready product formulations in specific markets. Your Company is committed toensure that the support in terms of new products innovations technologies and servicesis commensurate with the needs of Company and enables it to win in the marketplace.

4. foreign exchange earnings and outgo

The Company has continued to maintain focus and avail of export opportunities based oneconomics considerations.

(In us $)

Contents For the year ended March 31 2021 For the year ended March 31 2020
Foreign Exchange earned Nil Nil
Foreign Exchange used Nil Nil
Net Foreign Exchange Earned Nil Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act 2013 and the relevant rules the Companyis having in place the Corporate Social Responsibility (CSR) Committee under thechairmanship of Mr. Satish Agrawal Chairman. The other members of the Committee are Mr.Ashok Kumar Agrawal and Mr. Surendra Kumar Jain. The Company has not spent on CSR activityfor the financial year 2020-2021 due to loss.

During the year the Company was not required to spend any amount on CSR activities asthe company have Negative profits calculated in terms of the provisions of Section 135read with Section 198 of the Act. The Annual report on CSR activities as required underthe Companies Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexureto this Management Report.

APPRECIATION

The Board acknowledges with gratitude the co-operation and assistance provided to yourcompany by its bankers financial institutions and Government as well as Non-Governmentagencies. The Board wishes to place on record its appreciation to the contribution made byemployees of the company during the year under review. The Board also takes thisopportunity to express its deep gratitude for the continued cooperation and supportreceived from its valued shareholders.

December 08 2021 For Sanwaria Consumer Limited
Bhopal Sd/-
GAUTAM MITTAL
IP Regn No. IBBI/IPA-001/IP-P01331/2018-19/12058
Resolution Professional in the matter of Sanwaria Consumer Limited
Email id: sanwaria@aaainsolvency.com

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