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Silver Oak (India) Ltd.

BSE: 531635 Sector: Consumer
NSE: N.A. ISIN Code: INE870J01019
BSE 00:00 | 17 Aug 38.60 -0.95






NSE 05:30 | 01 Jan Silver Oak (India) Ltd
OPEN 42.20
52-Week high 52.30
52-Week low 32.45
Mkt Cap.(Rs cr) 15
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Sell Price 0.00
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OPEN 42.20
CLOSE 39.55
52-Week high 52.30
52-Week low 32.45
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Silver Oak (India) Ltd. (SILVEROAKI) - Director Report

Company director report


Dear Members

The Directors present the 37th Annual Report of SILVER OAK (INDIA)LIMITED along with the audited financial statements for the financial year ended March31 2021. The consolidated performance of the Company has been referred to whereverrequired.

1. Financial results

a) Standalone figures:

Particulars 2020-21 2019-20
(Rs. in Lacs)
Sales and other Income 0.69 02.18
Profit/(Loss) before Depreciation (72.24) (77.82)
Interest 62.97 55.84
Depreciation 06.85 06.66
Profit/(Loss) before Tax (141.37) (138.14)
Less: Exceptional Item 195.39 (211.74)
Less: Provision for Tax
Current Tax 44.41 00.00
Deferred Tax 00.00 00.00
Net Profit/(loss) for the year 09.61 (349.88)
Profit/(Loss) brought forward from previous year (810.35) (460.47)
Balance carried to Balance Sheet (800.74) (810.35)

b) Consolidated figures:

2020-21 2019-20
Sales and other Income 290.35 112.59
Profit/(Loss) before Depreciation (13.32) (83.49)
Interest 65.09 58.52
Depreciation 19.01 17.07
Profit/(Loss) before Tax (97.42) (159.08)
Less: Exceptional Item 195.39 (212.44)
Less: Provision for Tax
Current Tax 48.49 3.27
Deferred Tax (0.42) (0.29)
Net Profit/(loss) for the year 49.91 (374.50)

2. COVID-19

In the FY 2021 the COVID-19 pandemic developed rapidly into a global crisis forcinggovernments to enforce lock-downs of all economic activity. For the Company the focusimmediately shifted to ensuring the health and well-being of all employees and onminimizing disruption to services for all our customers.

Although there are uncertainties due to the pandemic and reversal of the positivemomentum gained in the last quarter of FY2021 the strong balance sheet positionbest-in-class profitability and inherent resilience of the business model position theCompany well to navigate the challenges ahead and gain market share.

3. Dividend

The Company registered a Net Profit of Rs. 9.61 Lacs during the financial year2020-2021 and further in view of the future expansion plan and other business activitiesyour directors have decided not to recommend any dividend for the year ended 31stMarch 2021.

4. Going Concern Status

During the year under review there were no significant or material orders passed byany regulators or court ortribunal which can impact the going concern status of thecompany and /or its future operations.

5. Share Capital

The paid up equity share capital of the Company as on 31st March 2021 stoodat Rs.37902000/- (Three Crore Seventy Nine Lac Two Thousand Only). During the yearunder review the Company has neither issued shares with differential voting rights norgranted any stock options / sweat equity. Mrs. Leela Kalyani Director of the Companyholds 4.88% of shares of the Company as on the date of this report.

During the year under review no Stock Options were granted vested or exercised. NoStock Options are in force as on date. Hence there are no disclosures required to be madepursuant to the applicable requirements of the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014.

6. Insurance

Your company has taken all the necessary steps to insure its properties and insurableinterests as deemed appropriateand also as required under the various legislativeenactments.

7. Transfer to reserves

The Company has not created any reserves during the financial year 2020-21.

8. Company's performance

Your Company has earned a net profit of Rs. 9.60 Lacs on standalone basis during theFinancial Year 2020-21 as against the loss of Rs. 349.88 Lacs on standalone basis duringthe Financial Year 2019-20 after taking into account interest depreciation prior periodadjustments and exceptional items.

9. Human resource development

Attracting enabling and retaining talent have been the cornerstone of the HumanResource function and the results underscore the important role that human capital playsin critical strategic activities like growth.

10. Borrowings

The Total Term Loan amount of the company on standalone basis as on 31.03.2021 is65800000/-(Six Crore Fifty Eight Lac Rupees Only)as against 71509393 (Seven CroreFifteen Lac Nine Thousand Three Hundred Ninety Three Rupees Only) as on 31.03.2020.

11. Industry Overview

India is one of the fastest-growing alcohol markets in the world. Rapid increase inurban population a sizable middle-class population with increasing spending power and asound economy are certain significant reasons behind the increase in alcohol consumptionin India. The Indian alcohol industry is segmented into IMFL (Indian made foreign liquor)IMIL (Indian made Indian liquor) wine beer and imported alcohol. Imported alcoholaccounts for a meager share of around 0.8% of the Indian market.

India is the largest consumer of whiskey in the world and constitutes about 60% of theIMFL market. Though India is one of the largest consumers of alcohol in the world owing toits huge population the per capita alcohol consumption of India is low compared toWestern countries. The most popular channel of alcohol sale in India is the liquor store;alcohol consumption is primarily an outdoor activity and supermarkets and malls arepresent only in Tier I and Tier II cities of India. The trends and patterns of alcoholconsumption are changing in the country. With the increasing acceptance of women consumingalcohol growing popularity of wine and high demand for expensive liquor the marketscenario seems to be optimistic.

12. Business Outlook/ Future Projects

Your company is making continuous endeavor to enter into new area of market. The highstandard and development will ensure cost reduction and cost control which preliminaryaffect the bottom line of the company.

13. Directors' responsibility statement

Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2021.

14. Directors and key managerial personnel

Each of the Independent Directors have furnished their declarations of independence asrequired pursuant to the provisions of section 149(6) of the Act stating that he/shemeet the criteria of independence as provided in section 149(6) of the Companies Act2013.

Mrs. Leela Kalyani retires by rotation and being eligible offers herself forreappointment. A resolution seeking shareholders' approval for her re-appointment formspart of the Notice.

Pursuant to the provisions of Section 149 of the Act the Independent Directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI Listing Regulations. There has been no change in the circumstances affectingtheir status as independent directors of the Company.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission if any and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board / Committee of the Company.

Pursuant to the provisions of Section 203 of the Actthe Key Managerial Personnel ofthe Company as on March 31st 2021 are:

1. Mr. Shirish Jaltare (Whole Time Director)

2. Mr. Sunil Khandelwal (Chief Financial Officer)

3. Mr. Vivek Chibba (Chief Executive Officer)

4. Mr. Deepak Meena (Company Secretary and Compliance Officer) .

15. Profile Of The Directors Seeking Appointment / Reappointment:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 following Directors are liable to retire by rotation and seeking reappointment atthe ensuing Annual General Meeting is annexed to the notice convening 37thAnnualGeneral Meeting. Mrs. Leela Kalyani (Director) is liable to retire by rotation andreappointment in ensuing Annual General Meeting.

16. Special Business

In terms of section 149(10) an independent director shall hold office for a term up tofive consecutive years on the Board of a company but shall be eligible for reappointmenton passing of a special resolution by the company and disclosure of such appointment inthe Board's report. Mr. Suresh Kejriwal Independent Director of the Company whose tenureas an Independent Directors expired on 11th June 2021 on recommendation theBoard of Directors in their meeting held on 4th September 2021 and uponapproval of the shareholders in the 37th Annual General Meeting held on 28thSeptember2021 had been re-appointed for a further period of five (5) years.

17. Number of meetings of the Board

Six meetings of the Board were held during the year under review. For details ofmeetings of the Board please refer to the Corporate Governance Report which is a part ofthis report.

18. Managerial Remuneration:

Disclosures of the ratio of Remuneration of each director to the median employee'sremuneration and other details as require with respect to Section 197(12) of the CompaniesAct 2013 read with Rule 5 (1) of the Companies (Appointment and remuneration ofManagerial Personnel) Rules 2014 are given in the Annexure of the Director Report.

The Detail of remuneration paid to the directors including executive directors of theCompany are given in Form MGT-9 available on the website of the company

19. Board evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committeemeetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.

In a separate meeting of independent directors performance of non-independentdirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. At theboard meeting that followed the meeting of the independent directors and meeting ofNomination and Remuneration Committee the performance of the Board its Committees andindividual directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the independent director being evaluated.

20. Policy on directors' appointment and remuneration and other details

The contents of Nomination and Remuneration Policy of the Company prepared inaccordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 areprovided in the Corporate Governance Report. The Policy may be referred to at theCompany's website at (

21. Audit committee

Four Audit Committee meetings were held during the FY 2020-21. The details pertainingto the composition of the Audit Committee are included in the Corporate Governance Reportwhich is a part of this report.

22. Nomination and Remuneration Committee

The details pertaining to the meeting and composition of the Nomination andRemunaration Committee are included in the Corporate Governance Report.

23. Statutory Auditors

M/s Mahendra Badjatya And Company Chartered Accountants Indore have been appointedas Auditors of the company to hold office from the conclusion of 33rd AnnualGeneral Meeting till the conclusion of 38thAnnual General Meeting of theCompany.

As reported earlier in terms of the Companies Amendment Act 2017 read withNotification S.O. 1833(E) dated7th May 2018 read with The Companies (Audit and Auditors)2nd Amendment Rules 2018 along with its corrigendum dated 17th May 2018 delete rules andprovisions relating to annual ratification of the appointment of auditor. Now during asingle term of 5 years there are no requirement for ratification of the appointment ofauditor. They will continue as statutory auditors of the company.

24. Secretarial Auditor

According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr.Varun Bhomia Company Secretary inPractice Indore has been appointed by the Board ofDirectors to conduct the audit of the secretarial records of thecompany for the year ended2020-21.

25. Auditor's report and Secretarial audit report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

1. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under Mr. Varun BhomiaCompany Secretary in Practice Indore has been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure VII to thisreport. The report is self-explanatory and do not call for any further comments.

2. Secretarial Compliance Report

In terms of SEBI (LODR) 2015 the company have appointed Mr. Varun Bhomia to issue acompliance report in respect of compliance of various rules notices circularsnotification etc. issued by BSE SEBI from time to time.

During the year the company have complied all the circulars notices notificationissued under various SEBI Act and Regulations which are applicable on the company. Thereport is self-explanatory and do not call for any further comments.

3. Internal Audit & Controls

The Company engaged M/s A.B. Doshi & Co. Chartered Accountants Indore as itsInternal Auditor for the Financial year 2020-21. During the year the Company continued toimplement their suggestions and recommendations to improve the control environment.

Your Company discontinued the services of M/s A. B. Doshi & Co. CharteredAccountants Indore as its Internal Auditor and wish to appoint Mrs. Mrinalini Biyani asthe Internal Auditor of the Company for the financial year 2021-22. Pursuant to provisionof Section 138 of The Companies Act 2013 the Audit Committee of the Board of Directorsin consultation with the Internal Auditor formulates the scope functioning periodicityand methodologies for conducting the Internal Audit subject to terms and conditions asdecided by the Audit Committee.

26. Cost Auditor

The Ministry of Corporate Affairs (MCA) vides Notification dated 31stDecember 2014 made amendment in the Companies (Cost Records and Audit) Rules 2014through Companies (Cost Records and Audit) Amendment Rules 2014. As per the saidamendment rules our Company is exempted from the requirement to conduct Cost Audit.Therefore the Company did not appointed Cost Auditor for financial year 2020-21.

27. Risk management

The Company has established a well-defined process of risk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Necessary internal control systems are alsoput in place by the Company on various activities across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources. Apart from these internal control procedures awell-defined and established system of internal audit is in operation to independentlyreview and strengthen these control measures which is carried out by a reputed firm ofChartered Accountants. The Audit Committee of the Company regularly reviews the reports ofthe internal auditors and recommends actions for further improvement of the internalcontrols.

28. Vigil Mechanism

The Company has a vigil mechanism named Whistle Bowler Policy to deal with instance offraud and mismanagement if any. In staying true to our values of Strength Performanceand Passion and the Company is committed to the highstandards of Corporate Governance andstakeholder responsibility. The Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns an Experts Committee has been constituted which looks intothe complaints raised. The Committee reports to the Audit Committee and the Board.

The Vigil Mechanism comprises three policies viz.

i. The Whistle Blower Policy for Directors & Employees

ii. Whistle Blower Policy for Vendors and

iii. Whistle Blower Reward & Recognition Policy for Employees.

The constitution of the committee during the financial year under review is as follows:

Name of the Director Category
Mr. Suresh Kejriwal Independent Director
Mr. Prakash Kumar Gadia Independent Director
Mr. Shirish Jaltare Executive Director
Mrs. Leela Kalyani Non- Executive director
Mr. Vivek Chibba Chief Executive Officer cum Director

29. Particulars of loans guarantees and investments

During the year under review the Company has not given any loan or provided guaranteesor made any investments as prescribed under Section 186 of the Companies Act 2013.

30. Transactions with related parties

The Company has entered into transaction with the related party during the financialyear 2020-21 with the related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 and the Statutory auditors of the company has also verified throughits Auditor's Report that the related party transactions are undertaken at Arm's LengthPrice. Details of the transactions are disclosed in Form AOC 2 as Annexure "G".

31. Corporate Social Responsibility

Corporate Social Responsibility spending not to be applicable to the Company as theturnover/net worth is below the threshold limit.

32. Extract of annual return

The extract of Annual Return in Form MGT 9 as required under Section 92 (2) of the act(as amended) read with Rule12 of the Companies ( Management and Administration) Rules 2014(as amended) is available at the website of the Company at

33. CEO/CFO Certification

Certificate obtained from Mr. Shirish Jaltare Whole-time Director and Mr. SunilKhandelwal Chief Financial Officer pursuant to Regulation 33 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the year under review hasbeen duly placed before the board and a copy of the certificate on the financialstatements for the yearended March 31 2021 is annexed as annexure "D" alongwith this report.

34. Ratio Of The Remuneration Of Each Director To The Median Remuneration Of TheEmployees Of The Company:

Pursuant to the provisions of Section 197(12) read with Rule 5 of (Appointment andremuneration of managerial Personnel) Rules 2014 the details is given in Annexure"I".

35. Particulars of employees

Pursuant to Section 197 of Companies act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended Remuneration paid to all theKey Managerial Personnel was in accordance with remuneration Policy adopted by theCompany.

Particulars of Employee of the company who are covered by the provisions contained inRule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are as under.

Employee throughout the Year : Nil Employee for part of the year : Nil

36. Details Of Significant and Material Orders passed by the Regulators or Courts orTribunals:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

37. Prevention Of Insider Trading:

In terms of SEBI (Prohibition of Insider Trading) Regulation 2018 The Company hasrevised its Code of Conduct for Prevention of Insider Trading along with adoption ofPolicy for Legitimate purpose with a view to regulate trading insecurities by theDirectors and designated employees of the Company. The Code requires pre-clearance fordealing in the Company's shares and prohibits the purchase or sale of Company shares bythe Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Board is responsible for implementation of the Code. All BoardDirectors and the designated employees have confirmed compliance with the Code.

38. Subsidiary Companies:

During the financial year 2020-21 there is no change in the material subsidiary theCompany's investment in M/s APT Infrastructure Private Limited (CIN:U45400DL2007PTC170319) which is a subsidiary to your company stands at 600000 (Six Lac)Equity shares of Rs. 10 (Rupees ten only) each for Rs. 6000000/- (Sixty Lac only). TheCompany was holding 7000 0% Compulsory Convertible Debentures (Series II) of itssubsidiary APT Infrastructure Private Limited which was compulsorily convertible inequity share at the end of 60 months i.e. 8 June 2020 which was further extended for theterm of 5 years however were converted into Optionally Convertible Debentures and redeemedon 10th March 2021 for Rs. 35000000/- (Rupees Three Crore Fifty Lacs only).

Statement containing salient features of the financial statement of subsidiary companypursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies(Accounts) Rules 2014) has been annexed with this report as "Annexure "K".

39. Listing Of Equity Shares On Stock Exchanges:

The Company's shares are listed in Bombay Stock Exchange Limited with Security Code531635 and ISIN INE870J01019.

40. Deposits from public:

The Company has not accepted any deposits from public.

41. Independent Directors' Meeting And Familiarization Programme:

In terms of SEBI Regulation 2015 a meeting of Independent Directors was held inabsence of Non-Independent Directors and members of the Management. The Meeting was heldinter-alia with a view to review the performance of non-independent Directors and theBoards as a whole review the performance of the Chairperson of the company taking intoaccount the views of Executive Directors and Non-executive Directors; and to assess thequality quantity and timeliness of flow of information between the company management andthe Board. The details of Independent Directors' Meeting and familiarization program arestated in the Corporate Governance Report.

42. Adequacy Of Internal Financial Control

The Company has in place adequate internal financial control with reference tofinancial statements. Periodic audit is undertaken on continuous basis covering all themajor operations. Reports of the Internal Auditors are reviewed by the management fromtime to time and desired actions are initiated to strengthen the control and effectivenessof the system. During the year such control was tested and no reportable materialweaknesses were observed in thedesign or operation.

The Internal financial control with reference to financial statement as designed andimplemented by the company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the company forinefficiency of such control.

43. Internal Control System And Their Adequacy

The Internal Control System provides for well documented policies/guidelinesauthorization and approval procedures. Considering the nature of its business and size ofoperation your company through its internal auditor carried out periodic audit based onthe plan approved by the audit committee.

The Summary of the Internal Audit observation and the status of the implementation aresubmitted to the Audit Committee. The status of implementation of the recommendation isreviewed by the Audit Committee on a regular basis and desired action are initiated tostrengthen the control and effectiveness of the system. Concerns if anyreported to theboard.

44. Disclosure As Per The Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013:

The Company has no tolerance towards sexual harassment at the workplace and has adopteda policy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder.

45. Policies As Per Sebi (Listing Obligations And Disclosure Requirements) Regulations2015

Pursuant to requirements of provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015the Company has adopted the following policies currentlywhich are available on the portal of the company(

Policy for Preservation of Documents.

Policy for Determination and Disclosure of Material Events.

Policy on Remuneration of Directors and Key Managerial personal

Archival Policy.

Policy on Material Related Party Transactions.

Internal financial control policy

Terms and condition of appointment of Independent Directors

Policy on Sexual harassment of Women at Workplace.

Code of Insider Trading.

46. Green Initiative

Your Directors would like to draw your attention to section 20 of the Companies act2013 read with the Companies(Management and administration) Rules 2014 as may be amendedfrom time to time which permit the paperless compliances and also service ofnotice/documents (including annual report) through electronic mode to its shareholders.Your Directors hereby once again appeal to all those members who have not registered theire mail address so far are requested to register their email address in respect ofelectronic holding with their concerned Depository participants and /or with the Company.

47. Health Safety And Environment

Your company recognizes the protection and management of environments as one of thehighest priorities and every effort is made to conserve and protect the environment.During the year your company continued its focus in creating a aesthetic environmentfriendly Industrial habitant in its factory units mobilizing support generating interestamong staff and labors for maintaining hygienic and green surroundings.

48. Business Responsibility Report

The business responsibility reporting as required by regulation 34(2) (f) of the SEBI(listing obligations and disclosure requirements) regulations 2015 is not applicable toyour company for the financial year ending March 31 2021.

49. Management Discussion And Analysis Report

A) Industry Structure & Development and Outlook

Indian Made Foreign Liquor (IMFL) is "state subject" and as such every Statehas its own policies in respect of this industry. Madhya Pradesh the state in which thecompany operates has its own policy both for manufacture as well as formarketing/distribution. The industry is expected to achieve average annual growth and manynew players are expected to be stepping into the industry.

B) Opportunities & Threats Risks & Concerns

The Company's strength is built around domestic marketing network. The growth of theindustry provides the necessary opportunities for the company to grow. However theindustry is under constant pressure due to steep competition from unorganized sector andthe industrial scenario in the nearby area.

C) Internal Controls and their adequacy

The company has adequate internal control systems commensurate with the size andoperations of the company. The scope of the internal audit is to ensure the controlsystems established by the management are correctly implemented and to suggest anyadditional changes required to strengthen the existing systems. These Systems andprocedure are reviewed at regular intervals through internal audits statutory audits andaudit committee.

D) Human Resource and Industrial Relations

Industrial relations continue to remain peacefully at the factory and other offices ofthe Company and all the employees are working with the company for a common objective.Industrial relations of the company were cordial during the year.

50. Code Of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance "against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website The Code lays down the standard procedureof business conduct which is expected to be followed by the Directors and the designatedemployees in their business dealings and in particular on matters relating to integrity inthe work place in business practices and in dealing with stakeholders. The Code givesguidance through examples on the expected behavior from an employee in a given situationand the reporting structure. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code. All Management Staff were given appropriatetraining in this regard.

51. Conservation of energy technology absorption foreign exchange earnings and outgoConservation of energy:

Information in respect of Conservation of Energy Technology Absorption and ForeignExchange earnings and outgo pursuant to provisions of Section 134 of the Companies Act2013 read with the Companies (Accounts) Rules 2014 for the financial year ended31.03.2021 is attached as Annexure" A" which forms part of this Report.

52. Appreciation

Your Directors wish to acknowledge the co-operation and assistance extended to thecompany by the Company's Banker and state and Central Government agencies. Your directorsalso acknowledge with gratitude the support of the shareholders customers dealers agentsand suppliers for their continued faith and support in the company and its management.

53. General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transaction on these items during the year under review:

1. No issue of equity shares with differential right as to dividend voting orotherwise.

2. There is no Employees' Stock Option Scheme (ESOS).

3. The Company has not issued any Sweat Equity Shares.

Sd/- Sd/-
Shirish Jaltare Leela Kalyani
Date: 4th September 2021 Whole Time Director Director
Place: Indore DIN:00070935 DIN:06625369