Sharad Fibres & Yarn Processors Ltd.
|BSE: 514402||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE638N01012|
|BSE 00:00 | 08 Sep||Sharad Fibres & Yarn Processors Ltd|
|NSE 05:30 | 01 Jan||Sharad Fibres & Yarn Processors Ltd|
|BSE: 514402||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE638N01012|
|BSE 00:00 | 08 Sep||Sharad Fibres & Yarn Processors Ltd|
|NSE 05:30 | 01 Jan||Sharad Fibres & Yarn Processors Ltd|
Your Directors have pleasure in presenting the Thirty Second(32nd) Annual Report together with the Audited Financial Statementsof the Company for the financial year ended March 31 2019.
1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:
2.OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
Your Company earned a Total Income of Rs. 562 70197/- ascompared to Rs. 43839487/- in the previous Year. The total expenditureincurred during the Year under review was Rs.5 7953 752 /- as compared to Rs.42152638/- in the previous Year. The Net Loss was Rs. 1683555/- asagainst Rs. 1686849/- in the previous Year.
The priority of the Company for the current Year will be toconsolidate its position in terms of Sales & Profitability by adoptingvarious means of improving sales. Your Company is undertaking active effortstowards accelerating the growth speed and is optimistic about better performancein the future.
In view of losses the Board does not propose any dividendfor the Year ended March 31 2019.
5. TRANSFER TO RESERVES:
No amount is proposed to be transferred to Reserves out ofthe profits earned during the Financial Year 2018-2019.
The Company has not accepted any deposits within the meaningof Section 73 of the Act read with the Companies (Acceptance of Deposits)Rules 2014.
7. SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at 31stMarch 2019 was Rs. 43664000/- divided into 4366400 Equity shares havingface value of Rs. 10/- each fully paid up. During the Year under review theCompany has not issued any shares with differential voting rights nor grantedany stock options or sweat equity.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The details of loans advances and/or guarantee provided bythe Company and investments as per section 186 of the Companies Act 2013 whichare required to be disclosed in the annual accounts of the Company pursuant toRegulation 34 (3) read with Schedule V to the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (the SEBI Listing Regulations) areprovided in Notesto the Financial statements.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors includes the Executive Non-Executiveand Independent Directors so as to ensure proper governance and management. TheBoard consists of Four (4) Directors comprising of One (1) Executive DirectorTwo (2) Non-Executive Independent Directors and One (1) Non-Executive WomanDirector as on March 31 2019.
In accordance with the provisions of Section 152 (6) of theCompanies Act 2013 and the Articles of Association of the Company Ms. JyotiNankani Director of the Company retires by rotation and being eligible hasoffered herself for reappointment.
b) KEY MANAGERIAL PERSONNEL:
The Company is having the following persons as the KeyManagerial Personnel.
During the Financial Year under review there was no changein the Key Managerial Personnel of the Company.
10. INDEPENDENT DIRECTORS:
The Independent Directors hold office for a fixed period offive Years upto 31st March 2019 and are not liable to retire byrotation.
The members of the Company had approved the re-appointment ofMr. Unni Krishnan Nair and Mr. Surendra Bahadur Singh as Independent Directorsfor another term of five consecutive years with effect from 1stApril 2019 to 31st March 2024 in the general meeting held on June26 2018.
11. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from eachIndependent Director under Section 149 (7) of the Companies Act 2013 that hemeets the criteria of independence laid down in Section 149 (6) of the CompaniesAct 2013 and Regulation 25 of the Listing Regulations.
12. SUBSIDIARIES ASSOCIATE & JOINT VENTURE COMPANIES:
The Company does not have any subsidiary joint venture orassociate companies within the meaning of Section 2(6) of the Companies Act2013.
(a) SALE OF SHARES OF SUBSIDARY COMPANIES:
During the reporting period your Company disinvested its100% shareholding held in BST Exports Private Limited (wholly owned subsidiary).Following the sale BST Exports Private Limited ceased to be a subsidiary ofyour Company and therefore the step down subsidiary Dalmia Exim Limited whichis a subsidiary of BST Exports Private Limited by virtue of the this saleceased to be a step down subsidiary of your Company.
The decision to disinvest from this business is in line withour strategy focus on core business.
(b) SALE OF UNIT:
The Board of Directors of your Company had decided tosell/transfer/dispose of individually and /or collectively land Building Plant& Machinery & such other assets of the Company situated at Plot No.110/111 Govt. Industrial Estate Masat Silvassa-396230 Dadara Nagar Havelithrough auction/e-auction/tender basis. Your Company had sought approval formthe members at the Extraordinary General Meeting held on October 5 2018 for thesame.
14. EXTRACTOF ANNUAL RETURN :
The details forming part of the extract of the Annual Returnin form MGT-9 as required under Section 92 of the Companies Act 2013 isincluded in this Report as Annexure A and forms an integralpart of this Report.
15. MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of your Company met 7 (Seven) timesduring the Year on April 26 2018 May 28 2018 August 14 2018 September 42018 November 14 2018 February 14 2019 and March 28 2019 and the gapbetween two meetings did not exceed the statutory period laid down by theCompanies Act 2013 and the Secretarial Standard-I issued by the Institute ofCompany Secretaries of India i.e. One hundred twenty days. The necessary quorumwas present for all the meetings.
The Attendance of the Directors of the Company at the Boardmeetings is as under:
16. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act with respect to Directorsresponsibility statement it is hereby confirmed that:
i. that in the preparation of the Annual Accounts theapplicable accounting standards had been followed along with proper explanationrelating to material departures if any;
ii. that the Directors had selected such accounting policiesand applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the Financial Year and of the profit andloss of the Company for that period;
iii. the Directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
iv. the Directors had prepared the annual accounts on a goingconcern basis;
v. the Directors had laid down internal Financial controlsto be followed by the Company and that such internal Financial controls areadequate and were operating effectively.
vi. the Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
17. COMMITTEES OF THE BOARD:
Currently the Board has 3 (three) Committees: the AuditCommittee Nomination & Remuneration Committee and Stakeholders RelationshipCommittee. The Composition of various committees and compliances as per theapplicable provisions of the Companies Act 2013 and the Rules thereunder andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 areas follows:
17 .1 Audit Committee:
The Audit Committee comprises of three qualified members(i.e. 2 Non-Executive Independent Directors and 1 Executive Director) inaccordance with the section 177 of the Companies Act 2013 and Regulation 18 ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 ofthe Companies Act 2013. All the members have financial and accountingknowledge.
The Committee acts as a link between the Management theInternal Auditors the Statutory Auditors and the Board of Directors of theCompany. The recommendations of the Audit Committee are always welcomed andaccepted by the Board and all the major steps impacting the Financials of theCompany are undertaken only after the consultation of the Audit Committee.
The Audit Committee acts in accordance with the terms ofreference specified from time to time by the Board.
The Committee met Six (6) times during the year on April 262018 May 28 2018 August 14 2018 November 14 2018 February 14 2019 andMarch 28 2019 and the gap between two meetings did not exceed one hundredtwenty days. The necessary quorum was present for all the meetings.
The composition of the Audit Committee and the details ofmeetings attended by its members are given below:
17 .2 Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of threequalified members (i.e. 2 Non-Executive Independent Directors and 1Non-Executive Director) in accordance with the section 178 of the Companies Act2013 and Regulation 19 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 of the Companies Act 2013.
The role of the committee has been defined as per section178(3) of the Companies Act 2013 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
The Committee met Two (2) times during the year on May 282018. The necessary quorum was present at the meeting.
The composition of the Nomination and Remuneration Committeeand the details of meetings attended by its members are given below:
Nomination and Remuneration Policy:
- To ensure that the level and components of remuneration isreasonable and sufficient to attract retain and motivate Directors KMP andother employees of the quality required to run the Company successfully.
- No Director/KMP/ other employee is involved in deciding hisor her own remuneration.
- The trend prevalent in the similar industry nature andsize of business is kept in view and given due weightage to arrive at acompetitive quantum of remuneration.
- It is to be ensured that relationship of remuneration tothe performance is clear & meets appropriate performance benchmarks whichare unambiguously laid down and communicated.
- Improved performance should be rewarded by increase inremuneration and suitable authority for value addition in future.
- Remuneration packages should strike a balance between fixedand incentive pay where applicable reflecting short and long term performanceobjectives appropriate to the Company's working and goals.
- Following criteria are also to be considered:-
Time & efforts devoted;
Profitability of the Company& growth of itsbusiness;
Analyzing each and every position and skills forfixing the remuneration yardstick;
Standards for certain functions where there is ascarcity of qualified resources.
Ensuring tax efficient remuneration structures.
Ensuring that remuneration structure is simple andthat the cost to the Company (CTC) is not shown inflated and the effective takehome remuneration is not low.
Other criteria as may be applicable
- Consistent application of remuneration parameters acrossthe organization.
- Provisions of law with regard making payment ofremuneration as may be applicable are complied.
- Whenever there is any deviation from the Policy thejustification /reasons should also be indicated / disclosed adequately.
17 .3 Stakeholders Relationship Committee:
The Company has in place a Stakeholders RelationshipCommittee the role and functions of the Stakeholders Relationship Committee arethe effective redressal of grievances of shareholders debenture holders andother security holders including complaints related to transfer of sharesnon-receipt of balance sheet non-receipt of declared dividends. The Committeeoverviews the steps to be taken for further value addition in the quality ofservice to the investors.
The Company has designated the e-mail ID: firstname.lastname@example.org for the purpose of registering complaint by investorselectronically. This e-mail ID is displayed on the Companys website i.e.www.sharadfibres.com
The following table shows the nature of complaints receivedfrom the shareholders during the years 2018-2019.
There were no complaints pending as on 31st March2019.
The Committee met Four (4) times during the year on May 282018 August 14 2018 November 14 2018 and February 14 2019. The necessaryquorum was present at the meeting.
The composition of the Stakeholders Relationship Committeeand the details of meetings attended by its members are given below
INDEPENDENT DIRECTORS MEETING:
As stipulated by the Code of Independent Directors underSchedule IV of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Independent Directors of theCompany shall hold at least one meeting in a year without the presence of NonIndependent Directors and members of the management. All the independentDirectors shall strive to be present at such meeting.
The independent Directors in their meeting shall inter alia-
(a) review the performance of non-independent Directors andthe board of Directors as a whole;
(b) review the performance of the chairperson of the listedentity taking into account the views of executive Directors and non-executiveDirectors;
(c) assess the quality quantity and timeliness of flow ofinformation between the management of the listed entity and the board ofDirectors that is necessary for the board of Directors to effectively andreasonably perform their duties.
Independent Directors met once during the year on March 282019 and was attended by all Independent Directors.
Pursuant to the provisions of the Companies Act 2013 andSEBI (LODR) Regulations 2015 the Company has implemented a system ofevaluating performance of the Board of Directors and of its Committees andindividual Directors on the basis of evaluation criteria suggested by theNomination and Remuneration Committee and the SEBI (LODR) Regulations 2015.Accordingly the Board has carried out an evaluation of its performance aftertaking into consideration various performance related aspects of the Boardsfunctioning composition of the Board and its Committees culture execution andperformance of specific duties remuneration obligations and governance. Theperformance evaluation of the Board as a whole Chairperson and Non-IndependentDirectors was also carried out by the Independent Directors in their meetingheld on March 28 2019.
Similarly the performance of various committees individualIndependent and Non Independent Directors was evaluated by the entire Board ofDirectors (excluding the Director being evaluated) on various parameters likeengagement analysis decision making communication and interest ofstakeholders.
The Board of Directors expressed its satisfaction with theperformance of the Board its committees and individual Directors.
19. RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies Act 2013 andListing Regulations your Company has formulated a Policy on related partytransactions. All related party transactions are placed before the AuditCommittee for review and approval. Prior omnibus approval is obtained forRelated Party transactions. All the transactions are of repetitive nature and/orentered in the Ordinary course of business and on arms length.
Your Company has entered into material related partytransactions i.e. transactions exceeding ten percent of the annual consolidatedturnover as per the last audited financial statements. Particulars of contractsof arrangements with Related Parties referred to in sub section 1 of Section 188read with Rule 8(2) of the (Companies Accounts) Rules 2014 are appendedin FormNo. AOC - 2 as Annexure B.
The policy on Related Party Transactions as approved by theBoard of Directors has been uploaded on the website ofthe Companywww.sharadfibres.com
a) Statutory Auditor
Your Company had appointed M/s. J.H. Bhandari & Co.Chartered Accountants Mumbai (Firm Registration No. 138960W with the Instituteof Chartered Accountants of India) from the conclusion 31st AnnualGeneral Meeting (AGM) held in 2018 until the conclusion of the 36th AnnualGeneral Meeting (AGM) to be held in 2023.
The first proviso to section 139(1) of the Companies Act2013 has been omitted vide section 40 of the Companies (Amendment) Act 2017notified on 7th May 2018. Therefore it is not mandatory for the Company toplace the matter relating to appointment of statutory auditor for ratificationby members at every Annual General Meeting. Hence the Company has not includedthe ratification of statutory auditors in the Notice of AGM.
The Report given by M/s. J.H. Bhandari & Co. CharteredAccountants on the financial statements of the Company for the financial year2018 - 2019 is a part of the Annual Report. There has been no qualificationreservation or adverse remark or disclaimer in their Report. During the yearunder review the Auditors had not reported any matter under Section 143 (12) ofthe Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
b) Internal Auditor
Pursuant to the provisions of Section 138 of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 the Board onrecommendation of the Audit Committee has reappointed Mr. Shailesh Bane as theinternal auditorof the Company.
c) Secretarial Auditor
Pursuant to the provisions of Section 204 of the CompaniesAct 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed M/s. GMJ & Associates afirm of Company Secretaries in Practice to undertake the Secretarial Audit ofthe Company. The Secretarial Audit Report is appended as Annexure - Cwhich forms a part of this report.
Observationsby Secretarial Auditor as follows:
i. The Company had availed Auto Loan of Rs. 1376500/- fromYes Bank Ltd but the Company delayed in registering the particulars of chargein eForm CHG -1. However the Company is in process of making an application tothe Central Government for extension of time for filing particulars ofregistration of Charge with respect to the said Loan.
ii. The Company has delayed in filing Statement of Investorcomplaints pursuant to Regulation 13 (3) SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 for the quarter ended September2018 for the period of 4 days.
Boards Explanation on Observations given by SecretarialAuditor:
i. Company is in process of making an application to theCentral Government for extension of time for filing particulars of registrationof Charge with respect to the said Loan.
ii. It was an inadvertent delay and the Company has paid thepenalty levied by stock exchange for the same.
d) Cost Audit and Cost Records:
Pursuant to the provisions of Section 148 of the CompaniesAct 2013 read with Rules made thereunder Cost Audit is not applicable to theCompany for the financial year 2018-19; Therefore maintenance of Cost records asspecified by the Central Government under subsection (1) of section 148 of theCompanies Act 2013 is not required.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 readwith the Rules made there under in respect of Corporate Social Responsibilitywere not applicable to your Company for the Financial Year 2018 - 2019.
22. CODE OF CONDUCT:
Your Company is committed to conducting its business inaccordance with the applicable laws rules and regulations and highest standardsof business ethics. In recognition thereof the Board of Directors hasimplemented a Code of Conduct for adherence by the Directors Senior ManagementPersonnel and Employees of the Company. This will help in dealing with ethicalissues and also foster a culture of accountability and integrity. The Code withrevision made in accordance with the requirements of SEBI (LODR) Regulations2015 has been posted on the Companys website (www.sharadfibres.com)
All the Board Members and Senior Management Personnel haveconfirmed compliance with the Code.
23. PREVENTION OF INDISER TRADING:
In accordance with the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 as amended from time totime the Board of Directors of the Company has adopted the revised Code ofConduct for Prevention of Insider Trading and Code of Practices and Proceduresfor Fair Disclosure of Unpublished Price Sensitive Information. All thePromoters and Directors of the Company who are Designated Persons and theirImmediate Relatives and other Connected Persons such as auditors consultantsbankers etc. who could have access to the unpublished price sensitiveinformation of the Company are governed under this Code.
24. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read withRule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is appended as Annexure D to thisReport.
None of the employees of the Company fall within the purviewof the information required under Section 197 read with rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014during the Financial Year .
25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an Internal Control System commensuratewith the size scale and complexity of its operations. The scope and authorityof the Internal Audit function is defined by the Audit Committee. To maintainits objectivity and independence the Internal Audit function reports to theChairperson of the Audit Committee & to the Chairperson of the Board/Managing Director of the Company.
The Internal Auditor monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies of the Company.
Based on the report of internal audit function the Companyundertakes corrective action in their respective areas and thereby strengthensthe controls. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board.
26. RISK MANAGEMENT:
Your Company has in place a Risk Management Policy (a) toensure that all the current and future material risk exposures of the Companyare identified assessed quantified appropriately mitigated minimized andmanaged i.e. to ensure adequate systems for risk management. (b) to establish aframework for the Companys risk management process and to ensure itsimplementation. (c) to enable compliance with appropriate regulations whereverapplicable through the adoption of best practices (d) to assure business growthwith Financial stability.
27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company has adopted a Whistle Blower Policy to provide aformal mechanism to the Directors and Employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company'sCode of Conduct or Ethics Policy. The policy provides for adequate safeguardsagainst victimization of employees who avail of the mechanism and also providesfor direct access to the Chairperson of the Audit Committee. It is affirmed thatno personnel of the Company has been denied access to the Audit Committee. TheWhistle Blower Policy has been posted on the website of the Company (www.sharadfibres.com).
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
Your Company has in place an Anti-Sexual Harassment Policy inline with the requirements of The Sexual Harassment of Women at Work Place(Prevention Prohibition and Redressal) Act 2013. An Internal ComplaintsCommittee has been set up to redress complaints received regarding sexualharassment. The Company affirms that during the Year under review no complaintswere received by the Committee for redressal.
29. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conservation of energy technologyabsorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m)of the Companies Act 2013 read with the Rule 8(3) of the Companies (Accounts)Rules 2014 is given in Annexure Eto this Report.
30. ENVIRONMENT AND SAFETY:
The Company is aware of the importance of environmentallyclean and safe operations. The Companys policy requires conduct of operationsin such a manner so as to ensure safety of all concerned compliancesenvironmental regulations and preservation of natural resources at its Factory.
31. DEPOSITORY SERVICES:
The Companys Equity Shares have been admitted to thedepository mechanism of the Central Depository Services (India) Limited (CDSL)and National Securities Depository Limited (NSDL). As a result the investorshave an option to hold the shares of the Company in a dematerialized form withthe Depositories. The Company has been allotted ISIN No. INE638N01012.
Shareholders therefore are requested to take full benefit ofthe same and lodge their holdings with Depository Participants [DPs] with whomthey have their Demat Accounts for getting their holdings in electronic form.
The Percentage of Shares of the Company held in Demat is72.52% and Physical form is 27.48%.
32. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANY'S OPERATIONS IN FUTURE:
There are no significant / material orders passed by theRegulators or courts or Tribunals impacting the going concern status of yourCompany and its operations in future.
33. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THEFINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEARTO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There were no material changes and commitments affecting thefinancial position of the Company which has occurred between the end of theFinancial Year of the Company to which the Financial Statements related i.e. 31stMarch 2019 and the date of the report i.e. August 14 2019.
34. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 15(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 compliance with the corporategovernance provisions are not applicable to your Company as the Companys paidup Equity Share Capital does not exceed of Rs.10 Crores and net worth does notexceed of Rs.25 Crores as on March 31 2019.
35. BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Reporting as required byRegulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 is not applicable to the Company for the financial yearending March 31 2019.
36. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
The Managements Discussion and Analysis Report for theYear under review as stipulated under Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedto this report.
The shares of the Company are listed on BSE Ltd. The Companyhas paid Listing fees for the Financial Year 2018-2019.
38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUALGENERAL MEETINGS:
The Company has complied with secretarial standards issued bythe Institute of Company Secretaries of India on Board Meetings and AnnualGeneral Meetings.
39. SHIFTING OF REGISTERED OFFICE:
During the year under review Your Company has shiftedregistered office from 220 Unique Industrial Estate Off. Veer Savarkar MargPrabhadevi Mumbai - 400 025 to 16 Floor-Grd Plot-3/3a Unique IndustrialEstate Swatantrya Veer Savarkar Marg Kismat Cinema Prabhadevi Mumbai - 400025.
The Directors wish to convey their appreciation to theCompanys shareholders customers suppliers bankers and distributors for thesupport they have given to the Company and the confidence which they havereposed in its management and the employees for the commitment and dedicationshown by them.