You are here » Home » Companies » Company Overview » Shree Rajasthan Syntex Ltd

Shree Rajasthan Syntex Ltd.

BSE: 503837 Sector: Industrials
NSE: SHRERAJSYN ISIN Code: INE796C01011
BSE 00:00 | 19 Jul 3.54 0
(0.00%)
OPEN

3.54

HIGH

3.54

LOW

3.54

NSE 05:30 | 01 Jan Shree Rajasthan Syntex Ltd
OPEN 3.54
PREVIOUS CLOSE 3.54
VOLUME 500
52-Week high 4.06
52-Week low 1.84
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.54
CLOSE 3.54
VOLUME 500
52-Week high 4.06
52-Week low 1.84
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Rajasthan Syntex Ltd. (SHRERAJSYN) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 40th Annual Report on thebusiness and operations of the Company along with theAudited Financial Statements for thefinancial year ended on March 31 2020.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Company's financial summary and highlights are summarized below:-

Particulars Financial March 31 2020 Year March 31 2019
Revenue from operations 6932.70 17199.83
Other Income 163.91 201.50
Total Revenue (A) 7096.61 17401.33
Expenses:-
Cost of materials consumed 3267.13 10614.22
Purchase of Stock-in-trade 7.76 0.00
Changes in inventories of finished goods Work in progress and stock-in-trade 453.91 1267.57
Employees benefit expenses 1280.41 2186.90
Finance Costs 1474.09 1592.67
Depreciation andAmortization expenses 441.31 448.54
Other Expenses 2329.62 4347.04
Total Expenses (B) 9254.24 20456.94
Profit/(loss) before exceptional items and tax (A) - (B) (2157.63) (3055.61)
Exceptional items (gain) - 1096.11
Profit / (Loss) before tax (2157.63) (1959.50)
Less : Tax expense 12.84 (186.74)
Profit / (Loss) for the period (2170.47) (1772.76)
Other comprehensive Income (Net of Tax) 87.55 36.12
Total Comprehensive Income for the period (Comprising profit after tax and other comprehensive income after tax for the period) (2082.93) (1736.64)

2. FINANCIAL PERFORMANCE

During the year under review the Company's operations continued to be affected due tohigh power cost and non availability of working capital for operations resulting in lowercapacity utilisation and constrained margins due to high cost of Raw Material.Furthermore the Company has not been able to undertake necessary regular capitalexpenditure as per industry norms for proper maintenance and upkeep of plant and equipmentdue to paucity of funds. During the year under review the Company had a downfall in itsperformance. There was a loss during the year amounting to Rs. 2170.47 Lakhs as comparedto loss of Rs. 1772.76 Lakhs in previous year. The total revenue of the company was Rs.7096.61 Lakhs as compared to Rs.17401.33 Lakhs of previous year due to lower capacityutilisation caused by non availability of working capital Funds.

Your Directors and Management along with the entire team is taking all possible actionto ensure that we are able to sustain our financial productivity and business operationaldevelopments inspite of all adverse external conditions and competition.

3. STATE OF THE COMPANY'S AFFAIR

The business operations of the company during the year under review have not beensatisfactory as compared to previous year.

The Company produced 3567 M.T. of yarn valuing Rs. 6478.79 Lakhs during the periodunder review as against 9739.21 M.T. of yarn valuing Rs. 15932.25 Lakhs produced duringthe last year. During the year the Company had export of Rs. 69.58 Lakhs against exportof Rs. 1857.62 Lakhs during the previous year. The export constituted 1.21% of the totalturnover of the Company.

The state of Company' affair and performance of the Company is analyzed in detail inthe Management Discussions andAnalysis Report annexed to this report as Annexure-6.

4. DIVIDEND

In view of Loss in the current year your Directors are unable to recommend anydividend for the year under review.

5. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the year under review.

6. UNPAID / UNCLAIMED DIVIDEND

The details of unpaid / unclaimed dividend and their respective shares transferred bythe Company to IEPF are available at the website of the Company athttp://www.srsl.in/documents/LIST_OF_SHAREHOLDERS_IEPF.pdf andwww.srsl.in/documents/LIST-OF-SHAREHOLDERS-DIVIDEND-TRANSFERRED--(IEPF).pdf

7. FIXED DEPOSITS

Your Company has accepted Unsecured Fixed Deposits from its members during thefinancial year 2019-20.

1. The details relating to deposits covered under Chapter V of the Companies Act 2013("the Act") are as under:-

a) accepted during the year Rs. 2532000/-
b) remained unpaid or unclaimed as at the end of the year Nil
c) whether there has been any default in repayment of the deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved
i. at the beginning of the year Nil
ii. maximum during the year Nil
iii.at the end of the year Nil

2. There are no deposits which are in non- compliance with the requirements of ChapterV of theAct.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans guarantees or investments covered under Section 186 of the Actalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient of the loan or guarantee or security are provided in Notes tothe Financial Statements. Please refer note 6 and 14 to the Financial Statement.

9. CHANGE IN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Directors

In accordance with the provisions of Section 152(6) of the Act read with the rules madethereunder and the Company's Articles of Association Mr. Vinod Kumar Ladia (DIN:00168257)was re-appointed as director retire by rotation at the 39th AGM.

Mr. Vinod Kumar Ladia (DIN:00168257) was re-appointed as Executive Chairman and WholeTime Director for a period of three years w.e.f. 1st June2019 to 31st May2022 at the 39th AGM.

Mr. Vikas Ladia (DIN: 00256289) was re-appointed as Managing Director and ChiefExecutive Officer for a period of three years w.e.f. 1st June2019 to 31stMay 2022 at the 39th AGM.

Mr. Anubhav Ladia (DIN:00168312) (Executive Directors) was re-appointed as Whole TimeDirector for a period of three years w.e.f. 1st June2019 to 31st May2022 at the 39th AGM.

Further Mr. Anubhav Ladia (DIN :00168312) is liable to retire by rotation at 40thAGM and being eligible seeks re-appointment. The Board recommends hisre-appointment.

Pursuant to the recommendation of Nomination and Remuneration Committee the Board ofDirectors at their meeting held on June 29 2020 have approved the re-appointment of Ms.Neelima Khetan (DIN: 5113000) as Independent Director of the Company for a secondconsecutive term of 5 years commencing from April 1 2020 to March 31 2025 subject to theapproval of the shareholders at the 40th AGM.

Further Mr. Raj Singh Nirwan Independent Director resigned from the post ofdirectorship with effect from June 12019. The Board of Directors have expressed theirsincere gratitude towards the valuable services and guidance rendered by Mr. Raj SinghNirwan during the tenure of his Directorship. The disclosure in this regard is availableon the website of the Company at http://www.srsl.in Also Mr. Susheel Jain IndependentDirector resigned from the post of directorship with effect from July 16 2020. The Boardof Directors have expressed their sincere gratitude towards the valuable services andguidance rendered by him during his tenure of Directorship. Although the said change inboard of directors occurred after the closure of financial year however your directorsfind it prudent to keep their shareholders informed about the said change. The disclosurein this regard is available on the website of the Company at http://www.srsl.in

(B) Key Managerial Personnel (KMP)

During the financial year 2019-20 Ms. Ravina Soni Company Secretary and Complianceofficer resigned w.e.f. 27th December 2019 and Mrs. Devanshi Uday Shah joinedas Company Secretary & Compliance officer w.e.f. 4th January 2020.

Mr. Vinay Punjawat Chief Financial Officer resigned w.e.f. Closure of business hoursof 30th June2020 and Mr. Prahlad Bilochi joined as Chief Financial Officerw.e.f. 1st July2020.

10. MEETINGS OF THE BOARD

The Board of Directors met five times during the financial year 2019-20 i.e. on May25 2019(Original) May 29 2019(Adjourned) August 12 2019 November 12 2019 January4 2020 and February 14 2020. Frequency and quorum at these meetings and the interveninggap between any two meetings were in conformity with the provisions of the Act theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") and Secretarial Standards issued byThe Institute of Company Secretaries of India ("Secretarial Standards"). TheSecretarial Standards are adhered to by the Company. For further details please referreport on Corporate Governance annexed to this report as Annexure-7.

11. COMMITTEES OF BOARD OF DIRECTORS

As on March 31 2020 the Board have 4 Committees namely the Audit Committee theNomination and Remuneration Committee the Stakeholders' Relationship Committee and theSub-Committee. A detailed note on the Composition of the Board and its Committees andother relevant details are provided in the report on Corporate Governance annexed to thisreport as Annexure-7.

12. FORMAL ANNUAL EVALUATION

The evaluation / assessment of the Directors and KMPs of the Company is to be conductedon an annual basis to satisfy the requirements of the Act and Listing Regulations. TheCompany is having a Policy for performance evaluation of Independent Directors BoardCommittees and other Individual Directors which includes criteria for their performanceevaluation. The said criteria provide certain parameters like Attendance AvailabilityTime spent Preparedness Active participation Analysis Objective discussions Probingand testing assumptions Industry and Business knowledge Functional expertise CorporateGovernance Development of Strategy and Long Term Plans Inputs in strength areaDirector's obligation and discharge of responsibilities Quality and value ofcontributions and Relationship with other Board Members etc. which is in compliance withapplicable laws regulations and guidelines.

During the year under review a separate mechanism was carried out by the Boardinternally at the time of meeting itself for formal annual evaluation of its ownperformance and that of its Committee and individual directors including the Chairman ofthe Board on parameters as mentioned above. Performance evaluation of IndependentDirectors was carried out by the entire Board. Performance evaluation of the Chairman andnon-independent directors was also carried out in the Meeting of Independent Directorsseparately.

13. NOMINATION AND REMUNERATION POLICY

The Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters etc. is available on the website of the Company athttp://www.srsl.in/documents/NOMINATION_AND_REMUNERATION _POLICY.pdf.

14. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under sub-section (6)of Section 149 of theAct and Regulation 16 (b) of Listing Regulationscode of conduct asper Schedule IV of the CompaniesAct2013 and the Independent Directors are independent ofthe management.

15. AUDITORS AND AUDIT REPORTS

I. Statutory Auditors and Audit Report

M/s. Doogar & Associates Chartered Accountants (Firm Registration No.000561N) NewDelhi were appointed as the Statutory Auditors of the Company to hold office for a term offive consecutive years from the conclusion of the 37th AGM of the Company heldon September 26 2017 till the conclusion of the 42nd AGM to be held in thecalendar year 2022. The requirement for the annual ratification of auditors' appointmentat the AGM has been omitted pursuant to Companies (Amendment)Act 2017 notified on May 72018.

As required under the provisions of Section 139(1) of the Act the company has obtaineda written certificate from the above mentioned Auditor to the effect that they confirmwith the limits specified in the said Section and they have also given their eligibilitycertificate stating that they are not disqualified within the meaning of Section 141 oftheAct.

The Audit Report on the Financial Statements for the financial year 2019-20 does notcontain any qualifications reservations or adverse remarks. The observations made by theAuditors are self explanatory and have been dealt with in Independent Audit Report. TheNotes to Financial Statement referred to in the Auditors' Report are self-explanatory anddo not call for any further comments.

II. Cost Auditors and Cost Audit Report

In terms of Section 148 of the Act read with rule 3 of the Companies (Cost Records andAudit) Rules 2014 the Company is required to maintain cost records for Textile business.The accounts and records are made and maintained accordingly by the Company.

M/s. K.G. Goyal & Co. Cost Accountants (Firm Registration No.000017) Jaipur wereappointed as Cost Auditors of the Company for conducting the Audit of cost recordsmaintained by the Company for the financial year 2019-20. The Cost Audit Report for thefinancial year 2019-20 does not contain any qualification reservation or adverse remark.

Further the Board of Directors has approved the re-appointment of M/s. K.G. Goyal& Co. Cost Accountants (Firm Registration No.000017) Jaipur as Cost Auditors attheir meeting held on June 29 2020 for conducting the Audit of the cost recordsmaintained by the Company for the financial year 2020-21. The Remuneration proposed to bepaid to them requires ratification by the shareholders of the Company in this AGM. In viewof this the Board of Directors recommends a remuneration of Rs. 60000/- (Rupees SixtyThousand Only) plus applicable GST and reimbursement of traveling expenses and out ofpocket expenses (at actual) to the Cost Auditors to be ratified by the shareholders at the40th AGM.

III. Secretarial Auditors and Secretarial Audit Report

M/s. V. M. & Associates Company Secretaries (Firm Registration No. P1984RJ039200)Jaipur were appointed as Secretarial Auditors of the Company for conducting theSecretarial Audit for the financial year 2019-20. The Secretarial Audit Report for thefinancial year 2019-20 in form MR-3 does not contain any qualification reservation oradverse remark and is annexed to this report as Annexure-1. Further the Companyhas undertaken an audit for the financial year 2019-20 under Regulation 24A of ListingRegulations. The Annual Secretarial Compliance Report has been submitted to the stockexchange within prescribed timelines for the financial year 2019-20.

Further the Board of Directors has approved the re-appointment of M/s. V. M. &Associates Company Secretaries (Firm Registration No. P1984RJ039200) Jaipur asSecretarial Auditors at their meeting held on June 29 2020 for conducting theSecretarialAudit of the Company for the financial year 2020-21.

IV. Internal Auditors and Internal Audit Report

M/s. K.G. Bhatia & Co. Chartered Accountants (Firm Registration No.010370C)Udaipur were appointed as Internal Auditors of the Company for conducting Internal Auditfor the financial year 2019-20. The Internal Audit Reports were received quarterly by theCompany and the same were reviewed by the Audit Committee and Board of Directors for eachquarter.

Further the Board of Directors has approved the re-appointment of M/s. K.G. Bhatia& Co. Chartered Accountants (Firm Registration No.-010370C) Udaipur as InternalAuditors at their meeting held on June 29 2020 for conducting the InternalAudit of theCompany for the financial year 2020-21.

16. REPORTING OF FRAUDS BY AUDITORS

During the period under review neither the statutory auditors nor the secretarialauditors nor cost auditors reported to the Audit Committee under section 143(12) of theAct any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's Report.

17. RISK MANAGEMENT POLICY

The Company operates in conditions where economic environment and social risk areinherent to its businesses. In managing risk it is the Company's practice to takeadvantage of potential opportunities while managing potential adverse effects. In linewith Listing Regulations and as per the requirement of Section 134(3)(n) of the Act readwith the rules made thereunder as amended the Board has already framed a comprehensiveRisk Management Policy to oversee the mitigation plan including identification of elementof risk for the risk faced by the company which in the opinion of the Board may threatenthe existence of the Company. The object of the policy is to make an effective riskmanagement system to ensure the long term viability of the company's business operations.During the year under review the same was reviewed half yearly by Audit Committee of theCompany. For a detailed discussion please refer to report on Corporate Governance annexedto this report as Annexure-7.

18. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism of reporting illegal or unethical behaviour. The Company has a whistleblower policy wherein the directors and employees are free to report violations of lawrules regulations or unethical conduct actual or suspected fraud to their immediatesupervisor or provide direct access to the Chairman of the Audit Committee in exceptionalcases or such other persons as may be notified by the Board. The confidentiality of thosereporting violations is maintained and they are not subjected to any discriminatorypractice. The Whistle Blower Policy of the Company is also available on the website of theCompany at http://www.srsl.in/documents/WHISTLE-BLOWER -POLICY.pdf. During the year nowhistle blower event was reported and the mechanism is functioning well. Further nopersonnel has been denied access to the Audit Committee. The details of the whistle blowerpolicy/vigil mechanism is given in the report on Corporate Governance annexed to thisreport as Annexure-7.

19. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules made thereunder. TheCompany has constituted Internal Complaint Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 for reporting andconducting inquiry into the complaints made by the victim on the harassment at the workplace.

The following is a summary of Sexual Harassment Complaints received and disposed offduring the financial year 2019-20:-

a. Number of Complaints pending at the beginning of the year : NIL

b. Number of Complaints of Sexual Harassment received during the year : NIL

c. Number of Complaints disposed off during the year : NA

d. Number of cases pending for more than ninety days : NIL

e. Number of workshops or awareness programme against Sexual Harassment carried out : TWO

f. Nature of action taken by the Company : NA

g. Number of Complaints pending at the end of the year : NIL

20. SOCIAL OBLIGATIONS

The Company has generally taken corporate social responsibility initiatives. TheCompany made efforts for the betterment and upliftment of the living standards ofScheduled Castes and Scheduled Tribes dwelling in the adjoining areas of Dungarpur byproviding them training and employment.

21. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 containing details as on the financial yearended on March 31 2020 as required under Section 92(3) of the Act read with The Companies(Management and Administration) Rules 2014 is annexed to this report as Annexure-2.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Contracts/ arrangements/ transactions that were entered by the Company during thefinancial year 2019-20 are done on Arm's length basis. Disclosure of particulars ofcontract/arrangements entered into by the company with Related Parties referred to insub-section (1) of section 188 of the Act (in Form No. AOC -2) is annexed to this reportas Annexure-3. The related party transaction policy is available on the website ofthe company at the link http://srsl.in /documents /RPT-POLICY.pdf.

23. PARTICULARS OF THE EMPLOYEES

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 a detailed statement is annexed tothis report as Annexure-4.

Further with respect to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the names of the top ten employees in terms ofremuneration drawn is listed below :

Sl. No Name of the Employee Designation of the Employee Remuneration received (Rs.) Nature of employme nt whether contractual or otherwise Qualification s and experience of the employee Date of Commence -ment of employment The age of such employee s (years) as on March 31 2020 The last employme nt held by such employee before joining the company The % of equity shares held by the employe e in the compan y within the meaning of clause (iii) of sub-rule (2) above
1 Mr. Suresh Chandra Joshi Vice President (PA& IR) 1349400 Permanent M.A. (Economics) P.G. Diploma in Labour Law Labour Welfare and Personnel Management & L.L.B. Exp.- 32 years 18/06/2015 58 Years RSWM Ltd. 0.00
2 Mr. Shyam Lal Tundwal Sr. Vice President (Technical) 1187150 Permanent B-Tech Textile Exp.- 45 years 11/01/2016 70 Years RSWM Ltd. 0.00
3 Mr. Vinay Punjawat Chief Financial Officer 1099937 Permanent MBA (Finance) Exp.- 25 years 11/07/2015 53 Years Indian Steel Corporatio n Ltd. 0.00
4 Mr. Raj Kumar Mahasani Astt. Vice President (Marketing) 941774 Permanent M.A. & Diploma Sales Marketing Exp.- 29 years P.G. 22/01/1990 in & 56 Years Shree Rajasthan Syntex Ltd. 0.00
5 Mr. Radhey Shyam Choudhary AVP(CAD) 730613 Permanent B.Com Exp.- 33 Years 01/02/2008 58 Years Super Syncotex Gulabpura 0.00
6 Mr. Kamleshw ar Roy Chief Engineer 705094 Permanent Polytechnic Diploma Mechanical Exp.- 31 years 01/08/2011 54 Years Punsumi India Ltd. Bhiwadi 0.00
7 Mr. Sanjay Kumar Rana Sr. Manager 704690 Permanent Diploma Mechanics 10/07/2017 48 Years Chinar Forge Limited Jalandhar 0.00
8 Mr. Narayan Lal Malpani G.M.(Materi als) 698400 Permanent B.Com Exp.- 36 Years 26/06/2017 59 years Shayona Cement Corp Malavi (Central Africa) 0.00
9 Mrs. Monika Ladia # Special Executive 673012 Permanent B.E. (Chemical) From Sikkim Manipal University 01/04/1998 47 Years Shree Rajasthan Syntex Ltd. 0.12
10 Mr.Prahlad Bilochi AVP (Accounts) 648238 Permanent B.Com Exp.- Years 08/10/1986 55 Years Shree Rajasthan Syntex Ltd. 0.00

*None of the aforesaid employee (except Mrs. Monika Ladia) is a relative of anydirector or manager of the Company.

# Mrs. Monika Ladia is a wife of Mr. Vikas Ladia (Managing Director and CEO) Daughterin Law of Mr. Vinod Kumar Ladia (Chairman) and Sister in Law of Mr.Anubhav Ladia ( WholeTime Director ) of the company.

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

Your Company continuously strives to conserve energy adopt environment friendlypractices and employ technology for more efficient operations.

Pursuant to Section 134 (3)(m) of the Act read with rule 8(3) of The Companies(Accounts) Rules 2014 relevant details of conservation of energy technology absorptionand foreign exchange earnings and outgo are annexed to this report as Annexure -5.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations the operations of the company arereviewed in detail in the Management Discussion andAnalysis Report which is annexed tothis report as Annexure -6.

26. CORPORATE GOVERNANCE

Your Company is compliant with the norms on Corporate Governance as provided in theListing Regulations. Report on Corporate Governance for financial year 2019-20 is annexedto this report as Annexure -7.

27. OTHER COMPLIANCES

27.1 Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report: The outbreak of COVID-19pandemic in the entire country resulted in Lockdown announced by the Central and StateGovernment due to which the production activities of the Company situated at Dungarpurwas halted from 22nd March 2020 till 4th April 2020 and restarted in phased manner . TheCompany has since resumed its manufacturing and operational activities. The Company iscomplying with all the safety measures required as per the detailed guidelines issued bythe government authorities from time to time .The Company is closely monitoring thedevelopments and possible effects that may result from the current pandemic on itsfinancial condition liquidity and operations and is actively working to minimize theimpact of this unprecedented situation. As the situation is continuously evolving theeventual impact may be different from the estimates made as of the date of approval ofthese financial statements. The Company will assess any material changes to futureeconomic conditions also.

27.2 Significant and material orders: Please refer point no. 40 to the FinancialStatements.

27.3 Details in respect of adequacy of internal financial controls: For detaileddiscussion with reference to adequacy of internal financial controls please refer toManagement Discussion and Analysis Report annexed to this report as Annexure-6.

27.4 Disclosure of Accounting Treatment in preparation of Financial Statements: Thefinancial statements are prepared in accordance with Indian Accounting Standards (Ind AS).The Ind AS are prescribed under section 133 of the Act read with rule 3 of the Companies(Indian Accounting Standards) Rules 2015 and Companies (Indian Accounting Standards)Amendment Rules 2016. Accounting Policies have been consistently applied except where anewly issued accounting standard is initially adopted or a revision to an existingaccounting standard requires a change in the accounting policy hitherto in use.

27.5 Details of Subsidiary/ Joint Ventures / Associate Companies / and its Performance:Your company has no Subsidiary / Joint Ventures /Associate Companies.

28. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:-

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of thisAct for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

29. Secretarial Standards

The Company has adhered to applicable Secretarial Standards i.e. SS-1 and SS-2relating to ‘Meeting of the Board of Directors'and ‘General Meetings'.

30. OTHER DISCLOSURES

Other disclosures with respect to Board's Report as required under the Act and theRules notified thereunder are either NILor NOTAPPLICABLE.

31. ACKNOWLEDGMENT

Your Directors wish to take this opportunity to place on record their gratitude andsincere appreciation for the timely and valuable assistance and support received fromBankers Auditors Customers Suppliers Share Transfer Agent and RegulatoryAuthoritiesand other stakeholders of the Company.

The Directors place on record their deep appreciation of the dedication of yourCompany's employees at all levels and look forward to their continued support in thefuture as well. Your Directors are thankful to the shareholders for their continuedpatronage.

.