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Simplex Castings Ltd.

BSE: 513472 Sector: Engineering
NSE: SIMPLEXCAS ISIN Code: INE658D01011
BSE 00:00 | 22 Sep 40.60 0.60
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NSE 05:30 | 01 Jan Simplex Castings Ltd
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VOLUME 2994
52-Week high 74.70
52-Week low 13.50
P/E 13.81
Mkt Cap.(Rs cr) 25
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 40.00
CLOSE 40.00
VOLUME 2994
52-Week high 74.70
52-Week low 13.50
P/E 13.81
Mkt Cap.(Rs cr) 25
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Simplex Castings Ltd. (SIMPLEXCAS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 40th Annual Report on thebusiness & operations of the Company together with the Standalone and ConsolidatedAudited Financial Statement for the year ended 31st March 2020.

FINANCIAL HIGHLIGHTS

Financial results are presented in the table below:

(Rs. in Lacs)

Particulars

Standalone

Consolidated

31st March 2020 31st March 2019 31st March 2020 31st March 2019
Revenue from Operations (Gross) 5442.51 10712.76 7804.62 13727.93
Other Income 220.98 232.80 222.21 232.80
Earnings Before Interest Taxes Depreciation and Amortization (3997.83) 505.11 (3998.75) 496.05
Less: Finance Costs 964.40 849.50 966.45 849.62
Less: Depreciation and amortization expenses 714.15 1518.33 714.15 640.19
Profit Before Tax (5676.38) (1862.72) (5679.35) (993.77)
Less: Tax Expense (1140.83) (412.86) (1141.66) (412.86)
Profit After Tax from continuing operations (4535.55) (1449.86) (4537.69) (580.90)
Profit/(loss) for the year from discontinuing operations after Tax 1680.17 (132.33) 1680.17 (1010.47)
Profit for the year (2855.38) (1582.18) (2857.52) (1591.37)
Other Comprehensive Income (238.53) 55.93 (238.53) 55.93
Total Comprehensive Income (3093.91) (1526.25) (3096.05) (1535.44)

PERFORMANCE OF THE COMPANY

The Board of Directors of the Company at its meeting held on 26th April 2019 approved to sell/dispose off its Steel Castings Foundry situated at Urla IndustrialEstate Raipur Chhattisgarh -493221 to Texmaco Rail and Engineering Limited on a slumpsale basis as a going concern for consideration of Rs. 87.50 crores (Rupees Eighty SevenCrores and Fifty Lacs only). In this relation the Company has entered into a BusinessTransfer Agreement with Texmaco Rail and Engineering Limited on 26thApril2019. The Company is in significant debt and the objective of the sale of the SteelCastings Foundry would be reduce the debt burden of the Company. Texmaco Rail andEngineering Limited is a reputed house having experience in Steel and Rail Business andhave shown interest in buying the Steel Castings Foundry. The net proceeds from the saleof the Steel Castings Foundry will be utilized to repay the existing loans and reduceinterest burden or enhancement of working capital of the Company for general businesspurposes and smooth operations of other two plants namely Grey Iron Foundry andFabrication shop situated at - 5 Industrial Estate Bhilai Dist. Durg C.G. 490 026 and223/2 & 224 Industrial Estate Tedesara RajnandgaonC.G-491443.

The Company had registered a revenue from operations (from Continuing operations) of Rs5442.51 Lacs as against Rs 10712.76 Lacs during the year FY 2018-19. The Profit Before Tax(PBT) and Profit After Tax (PAT) (from Continuing operations) for the year 2019-20 were Rs(5676.38) Lacs and Rs (4535.55) Lacs respectively as against Rs (1862.72) Lacs and Rs(1449.86) respectively during the previous year ended 31 March 2019.

The Profit Before Tax (PBT) and Profit After Tax (PAT) (from Discontinuing operations)for the year 2019-20 were Rs.1680.17 Lacs and Rs 1680.17 Lacs respectively as against Rs(631.44) Lacs and Rs (132.33) respectively during the previous year ended 31 March 2019.

The Profit for the year 2019-20 were Rs (2855.38) Lacs respectively as against Rs(1582.18) Lacs respectively during the previous year ended 31 March 2019.

On a Consolidated basis During the year ended 31 March 2020 the Company hadregistered a revenue from operations (from Continuing operations) of Rs 7804.62 Lacs asagainst Rs 13727.93 Lacs during the year FY 2018- 19.The Profit Before Tax (PBT) andProfit After Tax (PAT) (from Continuing operations) for the year 2019-20 were Rs (5679.35)Lacs and Rs (4537.69) Lacs respectively as against Rs (993.77) Lacs and Rs (580.90)respectively during the previous year ended 31 March 2019.

The Profit Before Tax (PBT) and Profit After Tax (PAT) (from Discontinuing operations)for the year 2019-20 were Rs.1680.17 Lacs and Rs 1680.17 Lacs respectively as against Rs(1509.58) Lacs and Rs (1010.47) respectively during the previous year ended 31 March2019.

The Profit for the year 2019-20 were Rs (2857.52) Lacs respectively as against Rs(1591.37) Lacs respectively during the previous year ended 31 March 2019.

The country witnessed lockdown being implemented in India in the second fortnight ofMarch 2020. There were also restrictions of varying extent across larger part of theworld due to the COVID-19 pandemic.

The company's operations were effected from 24th March 2020 to 23rd April 2020 due tosuspension of production across all plants following nationwide lockdown imposed byGovernment of India In view of pandemic COVID-19. Government permitted certain activitiesin the month of April 2020 subject to certain restrictions. Accordingly the Company hasre-started operations in phased manner from 23rd April 2020 & from May 2020 all theplants are operating normally. Three months moratorium for deferral on payment of loan andother Credit facility taken from Company Bankers and NBFC falling due in March - May 2020are availed. The Company has further avail the moratorium facility from June 2020 toAugust 2020.

The Company has taken several measures to ensure their well-being including leveragingthe power of technology to enable them to work from home. For those employees who areworking in sales offices and manufacturing locations their safety is being ensured bystringent use of protective gear abiding by social distancing norms and taking all safetyprecautions. Standing by its core commitment the Company is navigating through theseunprecedented times by building stronger and deeper relationships with consumers and itspartners.

DIVIDEND

The Directors do not recommend any dividend on Equity shares on account of lossincurred during the financial year ended 31st March 2020.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves.

SUBSIDIARY JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company has one Subsidiary named Simplex Castings International Pte Limited .TheCompany does not have any associate or joint venture company.

Simplex Castings International Pte Limited is a material subsidiary as per thethresholds laid down under the Listing Regulations 2015. The Board of Directors of theCompany has approved a Policy for determining material subsidiaries which is in line withthe Listing Regulations2015 as amended from time to time. The Policy has been uploaded onthe Company's website viz www.simplexcastings.com.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing silent features of the financial statements ofSubsidiaries in Form AOC-1 attached as Annexure-I.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis in terms of the provisionsof Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided as a separate chapter in the annual report.

MATERIAL CHANGES AND COMMITEMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits within themeaning of Sections 73 and 74 of the Companies Act 2013 read with Companies (Acceptanceof Deposits )Rules 2014 (including any statutory Modification(s) or re-enactment(s) forthe time being in force).

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerningCorporate Governance.

A separate statement on Corporate Governance together with a certificate from theauditors of the Company regarding compliance of conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the Financial Yearended 31st March 2020.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year following changes took place in the Board of Directors and the KeyManagerial Personnel (in the order of their occurrence):

i) Reappointment of Mrs Ushma Khabaria (DIN: 06791342) as an Independent Director for asecond term of 5 (five) consecutive years commencing from 1st October 2019 to30th September 2024.

ii) Re-appointment of Mrs Sangeeta Ketan Shah (DIN : 05322039) as Managing Director fora period of five years with effect from 1st October 2019 to 30th September 2024

Retirement of director by rotation

In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mr Om Prakash Patel (DIN: 08301041) Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends his re-appointment for the consideration of the Members of theCompany at the forthcoming Annual General Meeting. Brief profile of Mr Om Prakash Patelhas been given in the Notice convening the Annual General Meeting.

During the year under review the Board of Directors on recommendation of theNomination and Remuneration Committee reappointed Mr Ketan M Shah (DIN:00312343) as WholeTime Director designated as Chairman and Chief Executive officer of the Company for afurther period of five years with effect from 10th July 2020 subject toapproval of members at the ensuing 40th Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company as on 31stMarch2020:

1. Mrs Sangeeta K Shah: Managing Director

2. Mr. J Suryam : Chief Financial Officer

3. Mrs D Meena : Company Secretary

PERFORMANCE EVALUATION

Meeting the requirements of the statute and considering Board Performance Evaluation asan important step for a Board to transit to a higher level of performance the Nominationand Remuneration Committee has laid down a comprehensive framework for carrying out theevaluations prescribed in the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The framework was developed to give all Board members an opportunity to evaluate anddiscuss the Board's performance openly from multiple perspectives and enhance governancepractices within the Board. The framework describes the evaluation coverage and theprocess thereof.

A structured questionnaire each for evaluation was prepared and a separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board.

The performance evaluation of the Independent Directors was also carried by the entireBoard. The performance evaluation of the Chairman Managing Director & ExecutiveDirectors was carried out by the independent Directors at its separate meeting held on14th February 2020. The Directors expressed their satisfaction with the evaluationprocess.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

All Independent Directors of the Company have given declarations as required under theprovisions of Section 149 (7) of the Companies Act 2013 stating that they meet theeligibility criteria of independence as laid down under section 149(6) of the CompaniesAct 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

The Company conducts Familiarization Programme for the Independent Directors to providethem an opportunity to familiarize with the Company its Management and its operations soas to gain a clear understanding of their roles rights and responsibilities andcontribute significantly towards the growth of the Company. The initiatives undertaken bythe Company in this respect has been disclosed on the website of the Company and can beaccessed through the following link http://www.simplexcastings.com/investors/notice-announcements/docs/notices/202021/familiarisation-programme-for-independent-Director-on-12-11-2019-&-14-02-2020.pdf

NOMINATION AND REMUNERATION POLICY

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force). The silent aspects covered in the Nominationand Remuneration Policy has been outlined in the Corporate Governance Report which formspart of this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act 2013 and Rule 5 (1)Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification(s) or re- enactment(s) thereof for the time being in force isset out in the Annexure-II to this report.

The Company does not have any employee whose particulars are required to be givenpursuant to the provisions of section 197 of the Companies Act 2013 read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

The statement containing the names of top ten employees in terms of remuneration drawnand the particulars of employees as required under Section 197(12) of the Companies Act2013 read with Rule 5(2) of the aforementioned Rules will be made available on requestsent to the Company on cs@simplexcastings.com

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act 2013 (includingany statutory modification's or re-enactments thereof for the time being in force) theDirectors of the Company confirm that:

a. in the preparation of the annual accounts for the financial year ended 31 stMarch 2020 the applicable Accounting Standards and Schedule III of the Companies Act2013 have been followed and there are no material departures from the same;

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 31st March 2020 and ofthe profit and loss of the Company for the financial year ended 31st March2020;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the Annual Accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operating effectively;and

f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems are adequate and operating effectively.

MEETING OF BOARD AND COMMITTEES

The details of the meetings of the Board of Directors and its Committees convenedduring the financial Year 2019-20 are given in the Corporate Governance Report which formsa part of Annual Report.

STATUTORY AUDITORS AND THEIR REPORT

The members of the Company at the 38th Annual General Meeting held on 21stSeptember 2018 has approved the appointment of M/s O P Singhania & Co CharteredAccountants Raipur having FRN.: 002172C as the Statutory Auditors of the Company for aterm of five years till the conclusion of 43th Annual General Meeting. M/s O P Singhania& Co Chartered Accountants Raipur has tender their resignation as the StatutoryAuditors of the Company expressing their inability resulting in a casual vacancy in theoffice of the Auditors of the Company at the close of working hour on 30thJuly 2020 as per section 139(8) of the Companies Act 2013. The Reason of Resignationas mentioned in Resignation letter dated 30th July 2020 is that due tooutbreak of COVID-19 globally and in India and nation wide lock down and certainrestrictions imposed by the Central Government and subsequently by State Government fromtime to time the statutory auditor are not in a position to continue as statutory auditorof the company from the financial years 2020-21 to 2022-23 because their office and workplace are situated at a distance place (at Bhilai and Tedesara) and the statutory Auditorare not in a position to travel from Raipur to Bhilai and Tedesara as given the pandemicsituation. The Auditor auditing staff strength has become low and partners of their firmare also not willing to travel and are mostly working from home. Thus looking into thepresent lockdown/local restrictions which are not expected to be relaxed in near futuretherefore the auditor are unable to depute their audit staff and partners for conductingquarterly review and other audit related work for the year 2020-21.

In accordance with aforesaid provisions of the Act the casual vacancy caused by theresignation of the Statutory Auditors shall be filed by the Board within a period ofthirty days and such appointment shall also be approved by the members of the Companywithin three months of the recommendation of the Board.

Accordingly based on the recommendation of the Audit Committee and confirmationreceived from M/s. APAS & Co Chartered Accountants Raipur having ICAI FirmRegistration No.000340C on their eligibility the Board recommends to the members for theappointment of M/s APAS & Co Chartered Accountants Raipur as the Statutory Auditorsof the Company:

a) to fill the casual vacancy caused by the resignation of M/s O P Singhania & Co Chartered Accountants Raipur and to hold the office of the Statutory Auditors upto theconclusion of this Annual General Meeting: and

b) for a period of one year from the conclusion of the 40th Annual GeneralMeeting till the conclusion of 41st Annual General Meeting of the Company to beheld in the year 2021.

As required under Regulation 33 of the Listing Regulations Statutory Auditors haveconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India. Necessary resolution and explanation theretohave been provided in the AGM notice seeking approval of members.

Observations and matters made by the Statutory Auditors in their report for theFinancial year ended 31st March 2020 read with the explanatory notes thereinare self-explanatory and therefore do not call for any further explanation or commentsfrom the Board under section 134(3) of the Companies Act 2013.

COST AUDITOR AND THEIR REPORT

Pursuant to Section 148(2) of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 your Company is required to get its costaccounting records audited by a Cost Auditor.

Accordingly the Board at its meeting held on 30th July2020 has on therecommendation of the Audit Committee reappointed M/s Arindam & Associates CostAccountants to conduct the audit of the cost accounting records of the Company for F. Y2020-21 on a remuneration of Rs 0.70 lacs plus taxes as applicable and out-of-pocketexpenses. The remuneration is subject to the ratification of the Members in terms ofSection 148 read with Rule 14 of the Companies (Audit and Auditors) Rules 2014 and isaccordingly placed for your ratification.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Companies Act 2013 the Board of Directors of theCompany at their meeting held on 27th Feb 2020 has reappointed Satish Batra& Associates Practicing Company Secretary (Certificate of Practice No. 2875) as theSecretarial Auditor to conduct an audit of the secretarial records for the financial year2020-21.

The Secretarial Audit Report for the financial year ended 31st March 2020 is annexedherewith as Annexure III to this report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT

The Statutory Auditors Cost Auditor or Secretarial Auditor of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VI tothis report. The same is also available on the Company's website at http://www.simplexcastings.com/investors/financials/.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the yearunder review were on arm's length basis and were in the ordinary course of business thus aDisclosure in Form AOC-2 in terms of Section 134 of the Act is not required. There are nomaterially significant related party transactions made by the Company with promotersdirectors key managerial personnel or related parties which may have a potential conflictwith the interest of the Company at large.

Members may refer to Note No 38 to the financial statement which sets out related partydisclosures pursuant to Ind AS.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees and investments under the provisions of Section 186 of theAct read with the Companies (Meetings of Board and its Powers) Rules 2014 as on 31stMarch 2020 are set out in Notes to the Financial Statements of the Company.

SHARE CAPITAL

The paid up Equity Share Capital as on 31 st March 2020 is Rs 613.12 Lacs.

Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and does not have any ESOP Scheme for its employees/Directors. As onMarch 312020 none of the Directors of the Company hold instruments convertible intoEquity Shares of the Company.

The Company had alloted 1993700 Warrants (Rs.1137900 on 28th March2018 701500 on31st March 2018 and 154300 on 3rd April2018) of Rs 10/- each at a premium of Rs.150/-to non-promoters in accordance with Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regulations 2009.

Each of the said Warrant carried an option to subscribe to equivalent number of Equityshares of the Company of Rs 10.00 each not exceeding 18 months from the date of saidWarrants. Holders of 1846700 Warrants have not exercised their option to convertWarrants held by them into Equity Shares of the Company till its maturity date(Rs.990900 on 27th September 2019 701500 on 30th September2019 and 154300 on 2ndOctober2019). Accordingly the said Warrants stands cancelled and the entire subscriptionmoney received from them for subscription of Warrants stand forfeited.

LISTING OF SHARES

The Delisting application is pending before delisting Committee at Delhi StockExchange. The Company is also listed on Calcutta Stock Exchange but trading is suspended.

RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedureswhich are reviewed by the Board periodically. The Company has been addressing variousrisks impacting the Company.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on 31st March 2020 comprises of the followingIndependent Directors:

Mr Champak K Dedhia (Chairman) Ms Ushma Nitin Khabaria and Mrs S. M Swathi as Members.

The Board has accepted all recommendations made by the Audit Committee during the year.

VIGIL MECHANISM

A Vigil Mechanism Policy for Directors and employees of the Company is constituted toprovide a mechanism which ensures adequate safeguards to employees and Directors from anyvictimization on rising of concerns of any violations of legal or regulatory requirementsincorrect or misrepresentation of any financial statements and reports etc.

All employees of the Company have access to the Chairman of the Audit Committee in casethey want to report any concern. The Policy on Vigil Mechanism is available on yourCompany website.

During the year under review the Company has not received any complaints under theMechanism.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee has formulated a CSR policy of the Company for undertaking theactivities as specified in Schedule VII to the Companies Act 2013. A copy of the CSRPolicy has been posted on the website of the company at www.simplexcastings com and theweblink http://www. simplexcastings.com/investors/code-of-conduct/docs/policies/Corporate_Social_Responsibility_Policy.pdf.

The Composition of the CSR Committee:

Mr Champak K Dedhia (Chairman)

Mrs Sangeeta Ketan Shah (Member)

Mr Ketan M Shah (Member)

The Annual Report on Corporate Social Responsibility activities during the year are setout in Annexure IV of this Report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy technology absorption foreign exchange earningsand outgo required to be given pursuant to Section 134(3) (m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure- V to this report.

INTERNAL FINANCIAL CONTROL

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 internal financial controls is obtained throughmanagement reviews control selfassessment continuous monitoring by functional experts aswell as testing of the internal financial control systems by the internal auditors duringthe course of their audits. We believe that these systems provide reasonable assurancethat our internal financial controls are designed effectively and are operating asintended.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its operation infuture.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act 2013 (hereinafterreferred to as "the Act") read with Investor Education and Protection Fund(Accounting Audit Transfer and Refund) Rules 2016 (hereinafter referred to as the"IEPF Rules") all unclaimed dividends are required to be transferred by theCompany to the IEPF after completion of seven (7) years. Further according to IEPFRules the shares on which dividend has not been claimed by the shareholders for seven (7)consecutive years or more shall be transferred to the demat account of the IEPF Authority.The details relating to amount of dividend transferred to the IEPF during the FY 2019-20and corresponding shares on which dividends were unclaimed for seven (7) consecutiveyears are provided in the General Shareholders Information section of CorporateGovernance report forming part of this Annual Report.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Your Company believes that its employees are one of the most valuable assets of theCompany. During the year under review the Company organised various training programs atall level to enhance skill of the employees. The employees are deeply committed to thegrowth of the Company.

COMPLIANCE OF SECRETARIAL STANDARD:

Your Company have complied with all Secretarial Standards issued by the Institute ofCompany Secretaries of India (ICSI) and approved by Central Government from time to time.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

During the year under review there was no complaint received pursuant to the SexualHarassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The Board ofDirectors also wish to place on record its deep sense of appreciation for the committedservices by the Company's executives staff and workers.

For and on behalf of the Board of Directors

Ketan M Shah Sangeeta K Shah
Chairman Managing Director
DIN:00312343 DIN:05322039
Place : Bhilai
Date: 30.07.2020

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