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Shree Precoated Steels Ltd.

BSE: 533110 Sector: Infrastructure
NSE: SHPRE ISIN Code: INE318K01025
BSE 00:00 | 26 Nov 28.05 0.95
(3.51%)
OPEN

25.75

HIGH

28.20

LOW

25.75

NSE 05:30 | 01 Jan Shree Precoated Steels Ltd
OPEN 25.75
PREVIOUS CLOSE 27.10
VOLUME 3338
52-Week high 62.20
52-Week low 4.65
P/E 561.00
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.75
CLOSE 27.10
VOLUME 3338
52-Week high 62.20
52-Week low 4.65
P/E 561.00
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Precoated Steels Ltd. (SHPRE) - Director Report

Company director report

To

The Members

Shree Precoated Steels Limited

Your Directors are pleased to present the 11th Annual Report on the businessand operations of the Company together with the Audited Financial Statement for the yearended 31 March 2019.

FINANCIAL HIGHLIGHTS:

(Rs in lakhs)

Key Financial Indicators 2018-2019 2017-2018
Revenue from Operations - -
Other Income 113.90 58.91
Total Income 113.90 58.91
Total Expenditure 126.52 93.89
(Loss)/Profit before Tax (12.62) (34.98)
Tax Expenses - -
(Loss)/Profit after Tax (12.62) (34.98)
Other Comprehensive Income/(Loss) (1.21) 4.10
(Loss) for the year after Comprehensive Income/(Loss) (13.83) (30.88)
Opening balance in Statement of Reserves and Surplus (14574.34) (14543.46)
Amount available for appropriation - -
Less: reduction of share capital and reserves as per NCLT order dated 28th August 2019 14199.32 -
Closing Balance in the Statement of Reserves & Surplus (388.85) (14574.34)

OPERATIONAL REVIEW:

Your Company posted Net Revenues of '113.90 Lakhs and Net Loss of Rs 13.83 Lakhs forF.Y 201819. The Net Revenues and Net Loss for F.Y 201718 was '58.91 Lakhs and '30.88 Lakhsrespectively. Since the Company has incurred a loss no amount is available forappropriation.

SHARE CAPITAL OF THE COMPANY:

During the year under review the Company has not issued any shares with differentialvoting rights nor granted any stock options neither sweat equity.

The Order of Reduction and consolidation of Equity share capital of the company waspassed by Hon'ble NCLTMumbai bench on 28th August 2019. Its appointed date is1st April2018 and effective date is 17th October2019..Theshareholders holding 20 Equity shares of '10/-each shall be allotted 1 Equity share of'10/- each and any shareholder entitled to fractional shares shall be distributed the saleproceeds. The Total Paid up Share Capital of

the Company is reduce from Rs 827980420/- to Rs 41399020 divided into 4139902Equity shares of Rs 10/- each fully paid.

DIVIDEND:

Your Directors regret their inability to recommend any dividend since the Company hassuffered loss during the current financial year.

SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Associate Company.

TRANSFER TO RESERVES:

No amount was transferred to the reserves during the financial year ended 31stMarch 2019.

NATURE OF BUSINESS:

The Company is engaged in the activities of Real Estate and trading. During the yearunder review there was no change in the nature of business of the Company.

COMPANY’S STATE OF AFFAIRS:

The Company's operations and financial performance is more elaborately covered in theManagement Discussion Analysis forming part of this Annual Report.

DEPOSITS:

In terms of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014 during the financial year 201819 your Company has notaccepted any deposits from public and as such no amount on account of principal orinterest on public deposits was outstanding as on the date of the Balance Sheet.

FRAUD REPORTING:

During the year under review no instances of fraud were reported by the StatutoryAuditor of the Company under section 143 (12) of the Companies Act 2013.

RELATED PARTY TRANSACTION:

During the year under review the Company has not entered into anycontracts/arrangements/ transactions which would qualify as material in accordance withpolicy of the Company on materiality of related party transactions or as per the provisionof SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

The details of transactions with related parties in ordinary business routine as perIndian Accounting Standard (IND AS-24) is set out in Note No.30 to the FinancialStatements of the Company.

Your Company has formulated a policy for dealing with related party transactions whichis also available on website of the Company at http://www.spsl.com/downloads/polices/RPT_POLICY-spsl.pdf

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

Pursuant to order passed by Hon'ble NCLT Mumbai the Paid up Equity Capital of theCompany is reduced from Rs 827980420/- to '41399020/- comprising of 4139902 no. ofshares of '10/- each.

No other significant and material orders have been passed by any Regulator or Court orTribunal which can have impact on the going concern status and the Company's operations infuture.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has complied with the provisions of section 185 & 186 of the Act to theextent applicable with respect to the loans and investments made.

CORPORATE GOVERNANCE:

Our corporate governance practices area reflection of our value system encompassing ourculture policies and relationships with our stakeholders integrity and transparency areintegral to our Corporate Governance practices to ensure that we gain and retain trust ofour stakeholders at all times. In compliance with Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate report on CorporateGovernance along with a certificate from the Auditors on its compliance forms an integralpart of this Annual Report.

SECRETARIAL STANDARDS:

The Secretarial Standards i.e SS1 & SS2 relating to the Meetings of the Board ofDirectors and General Meetings respectively have been duly followed by the Company.

BOARD OF DIRECTORS:

The composition of the Board as on 31st March 2019 consist of 1 (one)Executive Director 2 (two) NonExecutive Independent Directors and 1 (one) NonExecutiveProfessional Director.

Change in Composition of Board of Directors:

During the year Mr. Jagdish J. Doshi ceased to be Non-Executive Independent Directorof the Company on 14th August 2018.

Directors and Key Managerial Personnel:

Mr. Nilesh H. Sarvaiya Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible has offered himself for reappointment. Approval of the membersis being sought at the ensuing Annual General Meeting for his re-appointment and therequisite details in this connection is contained in the Notice convening the meeting.

The first term of office of Mr. Ambalal C Patel as an Independent Director (Category:Non Executive) expires on 12th May 2019. Pursuant to the recommendation ofNomination and Remuneration

Committee and the approval of Board of Directors in their respective meeting held on 27thMarch 2019 and 17th May 2019 the Board has recommended re-appointment of Mr.Ambalal C Patel for a second term up to 12th May 2024 (being the age limit of75 years) as an Independent Director (Category: Non Executive) of the Company.

Further Pursuant to the recommendation of Nomination and Remuneration Committee and theapproval of Board of Directors in their respective meeting held on 27th March2019 and 17th May 2019 the Board has recommended re-appointment of Mrs. AartiM Ramani for a second term up to 11th August 2024 as an Independent Director(Category: Non Executive) of the Company.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations andthe Secretarial Standard are given in the Notice of AGM forming part of the Annual Reportand Schedule V of the SEBI Listing Regulations are given in the Corporate GovernanceReport forming part of the Annual Report. Attention of the Members is also invited to therelevant items in the Notice of the AGM.

Mr. Harsh L. Mehta Managing Director Mr. Akshay R. Sharma Company Secretary contunedto function as Key Mangerial Personnel.

During the year Mr. Harish G. Taparia Chief Financial Officer (Key ManagerialPersonnel) of the Company has resigned w.e.f 5th July 2019 & Mr. Suresh N.Pitale has appointed as a Chief Financial Officer (Key Managerial Personnel) w.e.f 9thAugust 2019.

Independent Director’s Declaration:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfil the criteria of independence as specified in Section 149(6) ofthe Companies Act 2013 read with the Schedules and Rules issued there under as well asRegulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Familiarization Program for Independent Director:

In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Independent Directors have been familiarized on theBoard of the Company by the functional heads of various departments of the Company whichincludes detailed presentations on the vision and mission of the Company its operationsbusiness plans technologies and also future outlook of the entire industry.

Of the familiarization programs extended to the Non-executive & IndependentDirectors are also disclosed on the Company website from time to time at: (http://www.spsl.com/downloads/familiarisation-of-ID-of-SPSL.pdf)

Pecuniary Relations:

The Company does not pay any remuneration to its Non-Executive / Independent Directorsexcept sitting fees and reimbursement of expenses for attending Meetings of the Board andof its Committees. No commission on the net profit of the Company is paid to any Director.There are no pecuniary relationships or transactions of the Non- Executive Directorsvis-avis the Company.

Number of Meetings of the Board:

The Board of Directors of the Company met Four times during the financial year 2018-19.The details of various Board Meetings are provided in the Corporate Governance Report. Thegap intervening between two meetings of the board is as prescribed in the Companies Act2013 SEBI (Listing obligation and Disclosure Requirement) Regulations 2015.

Board Committees:

The Company had the following three Committees of the Board during the year 2018-19:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders' Relationship Committee; and

4. Committee of Independent Directors

The composition of each of the above Committees their respective role andresponsibility is as detailed in the Report of Corporate Governance.

Remuneration of Directors Key Managerial Personnel and particulars of Employees:

The remuneration paid to Directors is in accordance with Nomination and RemunerationPolicy formulated in accordance with Section 178 of the Companies Act 2013 and Regulation19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (includingany statutory modification(s) or re- enactment(s) thereof for the time being in force).

The information required under section 197 of the Companies Act2013 read withCompanies (Appointment and Remuneration of Managerial Personnel )Rules 2014 (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force ) inrespect of Directors /employees of the Company is set out in the "Annexure I"to this report .

Further information as required as per the provisions of Section 197 of the CompaniesAct 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is appended to this report as "Annexure II".

Nomination and Remuneration Policy:

The Company has formulated and adopted Nomination and Remuneration Policy in accordancewith the provisions of Companies Act 2013 read with Rules issued there under and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The said Policy of the Company inter alia provides that the Nomination andRemuneration Committee shall formulate the criteria for appointment of ExecutiveNon-Executive Director and Independent Directors on the Board of Directors of the Companyand persons in Senior Management of the Company their remuneration includingdetermination of qualifications positive attributes independence of Directors and othermatters as provided under subsection (3) of section 178 of Companies Act2013 (includingany statutory modification(s) or reenactment (s) thereof for time being in force).

The salient feature of the Policy is set out in the Corporate Governance Report whichforms part of this Annual Report. The Policy is also available on the website of theCompany at www.spsl.com.

BOARD EVALUATION:

The Company has devised criteria for performance evaluation of Independent DirectorsBoard/ Committees and other individual Directors which includes criteria for performanceevaluation of Non Executive Director and Executive Director. Performance evaluation hasbeen carried out as per the Nomination & Remuneration Policy.

At the meeting of the Board all the relevant factors that are material for evaluatingthe performance of

individual Directors the Board/ Committees were discussed in detail. A structuredquestionnaire each for evaluation was prepared and recommended to the Board by Nomination& Remuneration Committee for doing the required evaluation after taking intoconsideration the input received from the Directors covering various aspects of theBoard's functioning such as adequacy of the composition of the Board and its Committeesexecution and performance of specific duties obligations and governance etc.

The performance evaluation of the Independent Directors was also carried by the entireBoard. The performance evaluation of the Managing Director & Non-Executive Directorswas carried out by the independent Directors at its separate meeting held on 19thMarch 2019. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of clause (c) of subsection (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theCompanies Act 2013 have been followed along with proper explanations relating tomaterial departures wherever applicable.

(b) the Directors have 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 as at March 312019 and of the profit ofthe Company for the year ended on that date;

(c) 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;

(d) the Directors have prepared the annual accounts on a ‘going concern' basis;

(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

AUDIT COMMITTEE:

The Committee of Audit Committee is in alignment with provisions of Section 177 of theCompanies Act 2013 read with Rules issued there under and Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The members of theAudit Committee are financially literate and have experience in financial management.

The Audit Committee comprises of Mrs. Aarti M. Ramani Mr. A.C. Patel and Mr. NileshSarvaiya. Mr. Akshay Sharma acts as a Company Secretary to the Audit Committee. During theyear under review Mr. Jagdish J. Doshi who was the chairman of the committee expired andhis place was taken by Mrs. Aarti Ramani.

All recommendation made by Audit Committee were accepted by the Board of Directors ofthe Company.

AUDITOR AND AUDITOR’S REPORT:

Statutory Auditor:

M/s. V Parekh & Associates Chartered Accountants (Firm Registration No.107488W)were appointed as Statutory Auditors of the Company at the 6th AGM tillconclusion of 11th Annual General Meeting.

The Auditor's report for the financial year ended 31st March 2019 onfinancial statements of the Company forms a part of this Annual Report. The Auditor'sReport for the financial year ended 31st March 2019 does not contain anyqualification reservation or adverse remark.

The Board has recommended the appointment of M/s. Manesh Mehta & Associates Chartered Accountants (Firm No. 115832W) as the Statutory Auditors of the Company in theirplace for a term of five consecutive years from the conclusion of the 11thAnnual General Meeting of the Company till the conclusion of the 16th AnnualGeneral Meeting of the Company based on the recommendation of the Audit Committee.

Secretarial Auditor:

The Board of Directors of the Company has appointed Mr. Haresh Sanghvi PractisingCompany

Secretary as the Secretarial Auditor to conduct an audit of Secretarial records for thefinancial year 2018-19.

The Company has received consent from Mr. Haresh Sanghvi to act as the auditor forconducting audit of Secretarial records for the financial year ending 31 st March2019.

The Secretarial Audit Report along with the Secretarial Compliance Report for thefinancial year ended 31 st March 2019 is set out in Annexure III tothis Report. The Secretarial Compliance Report contains one observation for the name ofthe Company not in line with business activities carried out by the company in terms ofRegulation 45 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

Internal Auditor

Pursuant to section 138(1) of the Companies Act2013 read with the Companies (Accounts)Rules 2014 Mr. Hitesh Panchal a qualified Chartered Accountant is appointed as InternalAuditor of the Company. The Internal Auditor conducts the internal audit of the functionsand operations of the Company and reports to the Audit Committee and Board quarterly.

MANAGEMENT DISCUSSION ANALYSIS:

• Market Review :

India was the world's third-largest steel producer in 2017. The growth in the Indiansteel sector has been driven by domestic availability of raw materials such as iron oreand cost-effective labour. Consequently the steel sector has been a major contributor toIndia's manufacturing output.

The Indian steel industry is very modern with state-of-the-art steel mills. It hasalways strived for continuous modernization and up-gradation of older plants and higherenergy efficiency levels.

Indian steel industries are classified into three categories such as major producersmain producers and secondary producers.

• Company Overview:

The Management has rich experience of over four decades in the Steel related businessand Real Estate business and has developed and established excellent businessrelationships in the Industry which can be helpful to the

Company to form a strategic alliance with them in the future. The goodwill andexpertise of the Company and Management is the greatest strength.

The Company has currently traded in Development rights and is exploring opportunitiesin real estate development and redevelopment projects. The company is focusing on projectsrelated to trading of flats development rights and investment in real estate if rightopportunity exists.

• Opportunities:

India is expected to overtake Japan to become the world's second largest steel producersoon and has envisaged achieving 300 MT of annual steel production capacity by 2030.Steelconsumption is expected to grow 5.7 per cent year-on-year to 92.1 MT in 2018.

India is expected to become the second largest steel producer in the world by 2018based on increased capacity addition in anticipation of upcoming demand and the new steelpolicy that has been approved by the Union Cabinet in May 2017 is expected to boostIndia's steel production.Huge scope for growth is offered by India's comparatively low percapita steel consumption and the expected rise in consumption due to increasedinfrastructure construction and the thriving automobile and railways sectors.

• Challenge:

While the management of your Company is confident of creating and exploiting theopportunities it also finds the following challenges in Steel and Real Estate Industry asfollowed:

1. Regulatory Framework :The need to have a regulatory framework Authority in centrearose in 2015 .The RERA Actis now expected to bring transparency in the sector .This willalso help check delay in delayed possessions and unfair practices;

2. Lending Rate: With the rate of interest being high and unchanged for a long periodof time and also cost of living increasing not many buyers were able to take the stepahead and own a house.

3. Slow approvals: Streamlining the approval process is another issue faced by theAuthorities.Delayed approval continue to pose lot of challenges for the developercommunity .Delays cost increase in pricesloss of confidence of investors and morepilation of stock.Single Window Clearance is long awaited and much anticipated for ease ofIndustry.

4. Land cost : In order to implement affordable housing for all Government shouldoffer land at subsidized rates. Further the success of "Housing for ALL by 2022"requires a close coordination between Government and Private bodies .

5. Increased cost of finance: The overall sentiment remain subdued due to lack ofInvestment support in the market. Insufficient funds posed a tough challenge for thedevelopers.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure IV.

CORPORATE SOCIAL RESPONSIBILITY:

The company does not have net profits in any financial year as per Section 135 of theCompanies Act 2013. Hence the Company is not required to undertake any activity under CSRrules. The details are given in Annexure V.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF COMPANY:

Post conclusion of Financial year the Hon'ble NCLT Mumbai Bench passed the Order ofCapital Reduction and Consolidation having appointed date as 1st April 2018and effective date as 17th October 2019. On account of capital reduction thePaid up capital of the Company has been reduced to '41399020/- comprising of 4139902no. of shares of '10/- each. Pursuant to Order of Capital Reduction on every 20 Equityshares of '10/- each 1 Equity of '10/- each will be allotted. The shareholders who areentitled to Fractional Shares shall be distributed sale proceeds of Fractional shares.

During the year Mr. Harish G. Taparia Chief Financial Officer (Key ManagerialPersonnel) of the Company has resigned w.e.f 5th July 2019 & Mr. Suresh N.

Pitale has appointed as a Chief Financial Officer (Key Managerial Personnel) w.e.f 9thAugust 2019.

HUMAN RELATIONS AND INDUSTRIAL RELATIONS:

Your Company firmly believes that employees are most valuable assets and Key players ofbusiness success and sustained growth. The Company continued to conduct various employeebenefit recreational and team building programs to enhance employee skills motivation asalso to foster team spirit.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal Financial Controls are an integrated part of the risk Management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitized and embedded in the business processes.

Assurance on the effectiveness of the internal financial controls is obtained throughmanagement reviews control self-assessment continuous monitoring by functional expert aswell as testing of the internal financial control system by the internal auditors duringthe course of their audit. We believe that these systems provide reasonable assurance thatour internal financial controls are designed effectively and are operating as intended.

VIGIL MECHANISM:

A "Vigil Mechanism Policy" for Directors and employees of the Company isconstituted to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on rising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc. The policy for Vigil Mechanism is also placed on the website of the companyunder http:// www.spsl.com/downloads/polices/Whistle%20Blower%20Policy.pdf

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The information on conservation of energy technology and foreign exchange earnings andoutgo as stipulated in Section 134(3)(m) of the

Companies Act2013 and rules framed there under is enclosed in Annexure VI.

GREEN INITIATIVE:

Your Company has adopted green initiative to minimize the impact on the environment.The Company has been circulating the copy of the Annual Report in electronic format to allthose members whose email addresses are available with the Company. Your Company appealsother Members also to register themselves for receiving Report in electronic form.

RISK MANAGEMENT:

Your Company has an elaborate risk Management procedure and adopted a systematicapproach to mitigate risk associated with accomplishment of objectives operationsrevenues and regulations. Your Company believes that this would ensure mitigating stepsproactively and help to achieve stated objectives.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under reviewor the same is not applicable to the company:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

3. Employee stock option scheme or provision of money for the purchase of its ownshares by employees/ Directors or by trustees for the benefit of employees/Directors;

4. Buy Back of shares of the Company.

5. Issue of Bonus Shares by the Company.

6. Preferential allotment or qualified institutional placement during the financialyear 2018-19.

7. Maintenance of Cost Records as per Rule 8 (5) (ix) of The Companies (Accounts)Rules 2014 and Section 148(1) of Companies Act 2013.

8. Your Directors further state that your company has constituted an Internal ComplaintCommittee

pursuant to provisions of Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013 and during the year under review there were no casesfiled thereunder.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express its gratitude and record its sincereappreciation for the commitment and dedicated efforts put in by all the employees. YourDirectors take this opportunity to express their grateful appreciation for theencouragement co-operation and support received by the Company from the Central and StateGovernment local authorities bankers customers suppliers and business associates. Thedirectors are thankful to the shareholders for their continued

support and the confidence reposed in the Company and its management.

By Order of the Board of Directors
For Shree Precoated Steels Limited
Ambalal C Patel
Place : Mumbai Chairman
Date : 24th October 2019 DIN: 00037870

 

CIN: L70109MH2007PLC174206
Registered Office:
1 Ground Floor "Citi Mall"
New Link Road Andheri (W)
Mumbai - 400 053 Maharashtra
Tel.: +91-7208182677
Email Id: spsl.investors@gmail.com
Website: www.spsl.com

Annexure I

Details of Remuneration as per Section 197 (12) (1) of Companies Act 2013:

(I) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year :-

Sr. No. Name of Director Ratio of remuneration to the Median remuneration of the employees
1 Harsh L. Mehta (100)

(II) The percentage increase in remuneration of each director Chief Financial Officerand Company Secretary if any in the financial year 2018-19:-

Sr. No. Name of Director/KMP

% increase over last FY 2018-19

1 Harsh L. Mehta 15%
2 Harish G. Taparia 18%
3 Akshay R. Sharma 18%

(III) The percentage increase in the median remuneration of employees in the financialyear 2018-19 :- 15%

(IV) The number of permanent employees on the rolls of company as on 31stMarch 2019 :- 4

(V) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration :- on anAverage between 15% to 18%.

We hereby confirm that the remuneration paid is as per the remuenration policyrecommended by the Nomination and Remuneration Committee of the Company and as adopted bythe Company.

Mr. Ambalal C. Patel
Place: Mumbai (Chairman)
Date: 24th October 2019 DIN:00037870

Annexure II

Information as required under Rule 5(2) of the Companies (Appointment and Remunerationof Managerial

Personnel) Rules 2014:

(I) The names of top ten employees in terms of remuneration drawn for FY 2018-19:- NIL

(a) Name of the employees who were employed throughout the FY 2018-19 and were inreceipt of remuneration in FY 2018-19 in the aggregate was not less than one crore andtwo lakh rupees :-NIL

(b) Name of the employees who were employed for a part of FY 2018-19 and were inreceipt of remuneration in any part of FY 2018-19 in the aggregate was not less thaneight lakh and fifty thousand rupees per month:-NIL

(c) Name of employees who were employed throughout the FY 2018-19 or part thereof werein receipt of remuneration in excess of remuneration drawn by managing Diretor orWhole-Time Director or Manager and holds by himself or along with his spouse and dependentchildren not less than two percent of the equity shares of the company:- NIL

.