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Sintercom India Ltd.

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Sintercom India Ltd. (SINTERCOM) - Director Report

Company director report

Dear Members

Your Board of Directors is pleased to present the Thirteenth Annual Report of SintercomIndia Limited ("Sintercom" or "Company") together with the auditedaccounts for financial year ended on 31st March 2020. Further in compliance with theCompanies Act 2013 the Company has made all requisite disclosures in the Board Reportwith the objective of accountability and transparency in its operations and to make youaware about its performance and future perspective.

1. Financial Results:

The Company's performance during the financial year ended 31st March 2020 as comparedto the previous financial year is summarized as below:

Particulars For the year ended on 31st March 20 For the year ended on 31st March 19
Net Revenue 536142193 832009529
Profit before Interest and depreciation 71814351 184125765
Finance Charges 37792195 39378217
Provision for Depreciation 68097746 70016409
Profit / (loss) before Taxation (PBT) (34075590) 76388140
Tax Adjustments 5572619 21395520
Balance of Profit brought forward (28502971) 54992620
Balance available for appropriation (28502971) 54992620
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Amount carried to Balance Sheet (28502971) 54992620

2. Operational Performance:

For the financial year 2019-2020 your Company recorded net sales of Rs. 536 million asagainst Rs. 832 million in the previous year and thereby recorded decrease of 35.56% inthe net sale.

FY 2019-20 has been a challenging year for the auto sector. The past 12 months havebeen quite turbulent due to various factors affecting the overall demand in the sector. Asper the report from SIAM the passenger vehicle sales dropped by about 17% during the FY2019-20. The sales mix during the previous

year has exhibited a significant shift of customer's demand from diesel engines topetrol engines. As has been announced by our major customer the production for dieselengine was stopped from Q3/19-20 which had been our high runner revenue contributor inthe past. Further due to the BS IV inventories being carried over and due to the slowdownin the auto sales the BS VI programs were delayed by the OEM's due to which our saleshave been deferred for various new programs used in BS VI applications. The dip in thetopline is a combined effect of the lower demand in the auto sector and the change in thepowertrain mix as mentioned above combined with delay in production of BS VI vehicles.Further the supply chain was also affected due to the pandemic towards the end of thefinancial year.

For the financial year 2019-2020 the Company bear the loss before tax of Rs. (34.07)million as against profit of Rs. 76.39 million for previous financial year. This wasmainly due to the lower volumes. The loss was offset partially due to our immediatereductions in all variable costs related to lower production volumes. These actionsincluded reductions in the production's shifts planned production shut down of certainlines etc. In addition we also took action to reduce our fixed costs structure in theareas of management and employee costs.

3. Industry Update & Future Outlook:

The Indian Automotive sector reported one of its worst-ever performances during theyear 2019-20. The entire financial year was quite challenging for the automotive industrydue to several issues including the issues pertaining to NBFC's liquidity crunch weakconsumer sentiment and regulatory changes the retail demand in the automotive industrydeteriorated and worsened significantly during the latter part of the year. COVID furthersignificantly impacted the auto sector during the last 2 months of the financial year. TheGovernment of India announced the total lockdown across the country since 23rd March 2020to prevent the spread of the disease. Sales crashed across the segments in March and theautomotive industry which was already going through a difficult phase posted a severedecline in all the segments.

The sale of Passenger Vehicles declined by (-) 17.88 percent in April-March 2020 overthe same period last year. Within the Passenger Vehicles the sales of Passenger Cars andVans declined by (-) 23.58 percent and (-) 39.23 percent respectively while sales ofUtility Vehicles marginally increased by 0.48 percent in April-March 2020 over the sameperiod last year.

4. Economic Environment:

The financial year 2019-20 had started on a sour note for the Indian economy withfalling demand across the industry particularly in the first half. Though some recoverywas seen by January 2020 the significant blow to the economy was dealt by COVID-19pandemic and the lockdown imposed towards the end of March 2020 to prevent its spread.This lockdown brought the production and sales to a halt. Barring a few essential sectorsproduction sales and movement of people was halted completely. This disease not onlyimpacted lives but also the livelihoods.

The Indian economy was affected by the falling demand in the first half od 2019-20. Thegrowth rate of gross domestic product (GDP) came down to 4.4 per cent during this period.Further the growth rate reduced further to 3.1% during the last quarter of the financialyear 2019-20.

The inflation grew from 3.3 per cent as witnessed in the first half of the fiscal yearto 7.59 per cent in January 2020 largely due to food inflation.

The year 2020-21 started with two months of near complete lockdown in all the sectorsof the economy. This did a considerable damage to the economy. In a way the entire demandand supply has come to a standstill. The unemployment rate which was normally at around 8per cent during he fiscal 2019-20 shot up to 23 per cent during these first 2 months.

The Governor of the Reserve Bank of India has predicted that the Indian economy isexpected to contract for the first time in nearly 4 decades in the fiscal year 2020-21.Thecombined effect of demand compression and supply disruption will depress economic activityin the first half of the year with a gradual recovery expected in the second half of thefiscal 2020-21. The situation is volatile and will continue to remain so for some time. Aforecast made today could change tomorrow. Such uncertainties are going to be the newnormal and we have to adapt our way of doing business to these risk.

5. Quality and Information Security:

Our focus on quality productivity and innovations has helped us deliver increasedvalue to our customers. The Company is certified for IATF 16949: 2016 & ISO 14001:2015 & ISO 45001: 2018 (Quality Management Systems)

6. Dividend:

With a view to provide cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.

7. Details of Subsidiaries Joint Ventures (JV) or Associate Companies (AC):

The Company has no subsidiary joint venture or associate companies.

8. Amounts proposed to be carried to any Reserves:

The company has not transferred any amount to the reserves during the Financial Yearended on 31st March 2020.

9. Listing Information

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platformand in dematerialized form through depositories in order to eliminate all risks associatedwith physical shares and for ease of portfolio management. The Listing Fee has been paidto the Stock Exchanges for the year 2020-21. The ISIN No. of the Company is INE129Z01016.

10. Change in nature of business if any Details of significant orders passed byRegulators and Material Changes if any between the end of the Financial year 31stMarch2020 of the Company and the date of the report:

As per the provisions of Rule 8 (5)(vii) of the Companies (Accounts) Rules 2014 beloware the material changes occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report which is affecting thefinancial position of the Company: •

• Due to Pandemic Covid-19 Central Government declared nationwide lockdown videorder No. 40-3/2020 dated 24th March 2020. Company temporarily suspended its operationscommencing from 23rd March 2020. With partial opening of lockdown the operations resumedon 05th May 2020 after obtaining permissions from the appropriate Government authorities.The Company has evaluated the impact of this pandemic on business operations and based onits review and current indicators of future economic conditions there is no significantimpact on its business. However the Company is closely monitoring the businessenvironment and material changes to future economic conditions.

• Postal Ballot - 04th April 2020

Migration of Equity Shares of the Company from Emerge Platform of National StockExchange of India Limited to Main Board of National Stock Exchange of India Limited.

• Resignation of Ms. Preeti Ramdasi on 26th June 2020- Independent Director ofthe Company

11. Board of Directors and Key Managerial Personnel:

The Board of the Company comprises an optimum combination of executive andnon-executive independent directors.

As on the date of this report Board of Directors of the Company comprises of totalfive directors. The Composition of the Board of Directors is as under:

Name of Director Category and Designation
Mr. Jignesh Raval Managing Director
Mr. Hari Nair Chairman Non-Executive Non-Independent Director
Mr. Harald Neubert Non-Executive Non-Independent Director
Mr. Madan Godse Non- Executive Independent Director
Ms. Preeti Ramdasi* Non- Executive Independent Director

*Ms. Preeti Ramdasi resigned from the position of Independent Director on 26th June2020 due to personal reason.

Pursuant to Section 149 152 and other applicable provisions of the Companies Act 20131/3rd of the Directors are liable to retire by rotation and if eligible offer themselvesfor re-appointment. In the ensuing Annual General Meeting Mr. Hari Nair director of theCompany liable to retire by rotation and being eligible offer themselves forre-appointment.

In pursuant to provisions of Section 203 of the Companies Act 2013 read with theapplicable rules and other applicable provisions of the Companies Act 2013 thedesignated Key Managerial Personnel (KMP) of the Company as on 31st March 2020 are asfollows:

Name of KMP Category and Designation
Mr. Jignesh Raval Managing Director
Mr. Pankaj Bhatawadekar Chief Financial Officer
Ms. Anuja Joshi Company Secretary and Compliance Officer

12. Number of Board Meetings held:

Total 4 (four) Board Meetings were held during the financial year 2019-20 as requiredu/s 134 (3) (b) of the Companies Act 2013 and rules made thereunder. The intervening gapbetween two board meetings was within the period prescribed under the Companies Act 2013and as per Secretarial Standard-1. The prescribed quorum was present for all the Meetings.

• 10th May 2019.

• 05th September 2019.

• 11th November 2019.

• 27th February 2020

Attendance of Directors in the Board Meeting:

Sr. No Name of Director Board Meeting Held Board Meeting Attended
1 Hari Nair 4 4
2 Jignesh Raval 4 4
3 Harald Neubert 4 3
4 Madan Godse 4 4
5 Preeti Ramdasi* 4 2

*Ms. Preeti Ramdasi resigned from the position of Independent Director on 26th June2020

13. Committees:

Presently the Board has Four (4) Committees i.e. Audit Committee Nomination &Remuneration Committee Stakeholder Relationship Committee and Corporate SocialResponsibility Committee which has been established as a part of the better corporategovernance practices and is in compliance with the requirements of the relevant provisionsof applicable laws and statutes

Audit Committee:

The Board of Directors in their meeting held on 29th November 2017 constituted an Auditcommittee in compliance with the provision of Section 177 of the Companies Act 2013.

During the year under review meeting of Audit Committee was held on 10th May 2019 and11th November 2019 the attendance record of the members of the committee are as follows:

Audit Committee:

Name of Director Status in Committee Meeting Held Meeting Attended
Mr. Madan Godse (Independent Director) Chairman 2 2
Mr. Jignesh Raval (Managing Director) Member 2 2
Ms. Preeti Ramdasi* (Independent Director) Member 2 2

*Ms. Preeti Ramdasi resigned from the position of Independent Director on 26th June2020

All the recommendation made by the Audit Committee in the financial year 2019-20 wereapproved by the Board.

Nomination and Remuneration Committee:

The Board of Directors in their meeting held on 29th November 2017 constituted aNomination and Remuneration Committee in compliance with the provision of Section 178 ofthe Companies Act 2013.

During the year under review meeting of Nomination and Remuneration Committee meetingwas not conducted

The salient features of the policy of Nomination & Remuneration Committee same hasbeen disclosed under Annexure VI. Policy is available on

Stakeholder Relationship Committee:

The Board of Directors in their meeting held on 29th November 2017 constitutedStakeholder Relationship Committee in compliance with the provision of Section 178 of theCompanies Act 2013.

During the year under review the shareholders were below 1000 so the Company has notconducted meeting of Stakeholder Relationship Committee whereas the grievances reports ifany with regards to shareholders were presented in every Board Meeting.

Corporate Social Responsibility Committee:

The Board of Directors in their meeting held on 19th April 2018 constituted CorporateSocial Responsibility Committee in compliance with the provision of Section 135 of theCompanies Act 2013.

During the year under review meeting of Corporate Social Responsibility Committee washeld on 27th February 2020 the attendance record of the members of the committee is asfollows:

Name of Director Status in Committee Meeting Held Meeting Attended
Ms. Preeti Ramdasi * (Independent Director) Chairman 1 0
Mr. Hari Nair (Non-Executive Director and Chairman) Member 1 1
Mr. Jignesh Raval (Managing Director) Member 1 1
Mr. Harald Neubert (Independent Director) Member 1 1

*Ms. Preeti Ramdasi resigned from the position of Independent Director on 26th June2020

Additionally during the financial year ended 31st March 2020 the IndependentDirectors held separate meeting on 10th May 2019 in Compliance with requirement ofSchedule IV of the Companies Act 2013 and Regulation 25 (3) of the SEBI (ListingObligations & Disclosure Requirements).

14. Evaluation of Board of Directors Committees and Individual Director:

The Nomination & Remuneration Committee has set up formal mechanism to evaluate theperformance of the Board of Directors as well as that its Committee and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies government issues attendancesspecific duties etc.

The performance of each of the non-independent directors (including chairman) was alsoevaluated by the independent directors at the separate meeting held of the IndependentDirectors of the Company.

15. Disclosure by Directors:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) anddeclaration as to compliance with the Code of Conduct of the Company.

16. Declaration from Independent Directors:

During the year under review all Independent Directors have given declaration that theymeet the criteria of independence as laid down under Section 149 of the Companies Act2013 that the Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act and Regulation 16 & 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Further the Company has received confirmation from Mr. Madan Godse IndependentDirector that he has

registered his name in the Independent Director's Database. Whereas Ms. PreetiRamdasi Independent Director has not registered under the Independent Director's Databaseand she has resigned from the position of Independent Director w.e.f. 26th June 2020 dueto personal reason.

None of the Independent Directors serve as an Independent Director in more than themaximum permissible limit on number of directorships as an Independent Director and alsohas not crossed the maximum tenure of Independent Director. The Board confirms that boththe Independent directors are proficient and performing their duties with integrity.

17. Code of Conduct for Prohibition of Insider Trading:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force at the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees connected persons and other employees. The Company alsoadopts the concept of Trading Window Closure to prevent its Directors Officersdesignated employees connected persons and other employees from trading in the shares ofthe company at the time when there is unpublished price sensitive information. The Policyis available on the website of the Company

18. Corporate Governance:

Your Company is listed on Emerge SME platform of National Stock Exchange by virtue ofRegulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the compliance with the Corporate Governance provisions as specified in Regulation 17 to27 and clause (b) to (i) of sub- regulation (2) of regulation 46 and para (C) (D) and (E)of Schedule V are not applicable to the Company. Hence Corporate Governance Report doesnot form the part of this Board Report.

However as per Para (F) of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company do not have and is not required to have theDemat suspense account neither unclaimed suspense account.

19. Management Discussion and Analysis Report:

Management Discussion & Analysis report for the year under review as stipulatedunder Regulation 34(2) (e) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as Annexure I heretoand forms part of this Report. For sake of brevity the items covered in Board's Report arenot repeated in the Management Discussion and Analysis Report.

20. Code of Conduct:

The Board has also laid down a Code of Conduct for Independent Directors pursuant toSection 149(8) and Schedule IV to the Companies Act 2013 via terms and conditions forappointment of Independent Directors which is a guide to professional conduct forIndependent Directors and has been uploaded on the website of the Company at following weblink:

21. Particulars of Employee and Remuneration

Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time are provided as "AnnexureII".

During the financial year 2019-20 no employee whether employed for whole or part ofthe year was drawing remuneration exceeding the limits mentioned under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The details of remuneration paid to the Directors including the Managing Director ofthe Company are given in Form MGT-9 forming part of the Directors Report.

22. Risk Management:

The Company is the supplier of various automobile parts and is therefore exposed torisk associated with automotive industry in particulars. The Company has in place amechanism to identify assess monitor and mitigate various risks to key business set forthe Company. As a part of Risk Management policy the relevant parameters for protectionof environment safety of operations and health of people at work are monitored regularly.

The successful management of opportunities and risks is part of operating a businessand is the primary task of all management personnel. During the regular managementmeetings at all management levels opportunities risks and optimization measures arereviewed in detail. Any exceptional situations having potential risk are identified andtreated at the early stage to minimize their impact on financial and income positions.

23. Deposits:

The Company has not accepted any deposits under the provisions of Section 73 of theCompanies Act

2013 read with Companies (Acceptance of Deposit) Rules 2014 as amended from time totime during the year under review and therefore details mentioned in Rule 8(5) (v) &(vi) of Companies (Accounts) Rules

2014 relating to deposits covered under Chapter V of the Act is not required to begiven.

Whereas the Company has borrowed unsecured loan of Rs. 27475000/- from Mr. JigneshRaval Managing Directors and he has given declaration that amount is not being given outof funds acquired by him by borrowing or accepting loans or deposits from others. Thisborrowing is exempted deposit as per Rule 2 (c) (viii) Companies (Acceptance of Deposits)Rules 2014. The principal and interest outstanding as on date of the Balance Sheet is Rs.22123297/-

24. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

Information required under section 134(3) (m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is given herein below:

A. Conservation of Energy

There is constant focus at all level in the organization to conserve the energy and useit effi ciently. This is also key to financial success as energy is one of the importantcost element of conversion cost. Your Company has been implementing short- and long-termactions to improve the energy efficiency as its commitment towards minimizing the effectsof factors of climate change. It has grounded mechanism to excel in this area. Regularreview is conducted for evaluating the progress and effectiveness of various ongoinginitiatives to reduce the energy consumption.

Energizing Low Carbon Sustainable Operations

Sintercom has tied up with M/s RMK Infrastructure and has successfully commissionedcaptive solar power projects in Village Mangrul Tal Maval Pune with plant capacity of 1MW power generation. This project is estimated to generate around 2 million kWh ofelectricity per year helping to reduce Sintercom' s carbon footprint by approx. 1900tonnes of CO2 emission per year.

B. Technology Absorption

The Company has entered into Joint Venture agreement with M/s MIBA Sinter Holding Gmbh& Co KG Austria. The Company has also entered into technology agreement with MIBAAustria. Under this agreement the MIBA has transferred technology for development of highstrength sinter hardened Synchro hub Cam to Cam gears and Cam to Cam Backlash Gears. Theplant has been designed to suit the said technology. The products using these technologieshave demand in Indian market. The Company continuously run inhouse programs for productimprovement cost reduction product development or import substitutions. The Company alsotakes help of external consultants whenever required on these aspects. During the yearunder review the Company incurred Rs. 1718871/- on research and development.

C. Foreign Exchange Earnings & Outgo:

Foreign exchange earned in terms of actual inflows during the year and the foreignexchange outgo during the year in terms of actual outflows.

Amount in Rs.

Particulars 2019-2020 2018-2019
Foreign Exchange Earnings in terms of actual inflows 77850 1200330
Foreign Exchange Outgo in terms of actual outflows 1433397 8471068
CIF Value of Imports 1669639 11985447

25. Corporate Social Responsibility (CSR):

The report as per Section 135 of the Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 is attached as Annexure VIII. Policy isavailable on company's website

26. Auditors:

Statutory Auditor:

The Company at its Annual General Meeting held in the year 2017-18 appointed M/s.Kirtane & Pandit LLP Chartered Accountants (Firm Registration Number 105215W) asStatutory Auditors of the Company for a period of five years.

The Notes on financial statements referred to in the Auditors report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain any qualification reservation or adverse remark.

There is no incident of fraud requiring reporting by the Auditors under Section 143(12)of the Companies Act 2013.

Secretarial Auditor:

Pursuant to the Section 204 of Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. Kanj& Associates Practicing Company Secretary Pune to undertake the Secretarial Audit ofthe Company. The Secretarial Audit Report in Form MR-3 issued by Secretarial Auditor forthe financial year ended on 31st March 2020 is enclosed to this Report as "AnnexureIN". The Secretarial Audit Report does not contain any qualification reservation oradverse remark.

Internal Auditor:

In accordance with provision of Section 138 of the Companies Act 2013 and Rules madethereunder your Company has appointed Ms. Anuja Joshi as the Internal Auditor of theCompany for Financial Year 2020-21 and takes their suggestions and recommendation toimprove and strengthen the internal control system.

27. Compliance with Secretarial Standard:

The Company has generally complied with all the applicable Secretarial Standards in theFinancial Year 2019-20.

28. Directors Responsibility Statement:

Pursuant to the requirement of section 134(5) of the Companies Act 2013 the Directorsstate that:

1. that in the preparation of the Annual Accounts for the year 31st March 2020 theapplicable Accounting Standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

2. that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year ended on that date;

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

4. that the annual financial statements have been prepared on a going concern basis.

5. that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively and.

6. that they have laid down internal financial controls to be followed by the Companyand that such internal financials controls are adequate and are operating effectively.

29. Finance and Accounts:

Financial Statement has been prepared in accordance with accounting standards as issuedby the Institute of Chartered Accountants of India and as specified in Section 133 of theCompanies act 2013 and the relevant rules thereof and in accordance with Regulation 33 ofSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. IND AS is notapplicable to the Company because Companies listed on SME exchanges are not requiredcomplying with IND AS. The estimates and judgments relating to the Financial Statementsare made on a prudent basis so as to reflect in a true and fair manner the form andsubstance of transactions and reasonably present the Company's.

30. Fraud Reporting:

There have been no frauds reported by the Auditors of the Company to the AuditCommittee or the Board of Directors under sub-Section (12) of Section 143 of the CompaniesAct 2013 during the financial year.

31. Extract of Annual Return:

The extract of Annual Return u/s 134 (3)(a) and u/s 92 (3) read with Rule 12 ofCompanies (Management and Administration) Rules 2014 in Form MGT-9 is attached to theReport as Annexure IV As per the requirement of section 134 (3) (a) the Annual Returnreferred to Section 92 (3) for the year 2020 will be uploaded on oncefiled with the ROC.

32. Particulars of Loans Guarantees and Investments:

The Company has not given any loan or guarantee or security or made investment underSection 186 of the Companies Act 2013 during the financial year.

33. Particulars of Related Party Transactions:

During the year under review contract or arrangements entered into with related partyas defined under Section 2(76) of the Companies Act 2013 were in ordinary course ofbusiness on arm's length basis. Details pursuant to the transactions to compliance ofsection 134(3) (h) of the Companies Act 2013 and Rule 8 (2) of the Companies (Accounts)Rues 2014 are annexed herewith as per prescribed Form AOC-2 -Annexure V.

The Company has formulated a policy on materiality of Related Party Transactions anddealing with Related Party Transactions which has been uploaded on the Company's

34. Internal Financial Control System:

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. In additionthere are operational controls and fraud risk controls covering the entire spectrum ofinternal financial controls. An extensive program of internal audits and managementreviews supplements the process of internal financial control framework. Properlydocumented policies guidelines and procedures are laid down for this purpose. Theinternal financial control framework has been designed to ensure that the financial andother records are reliable for preparing financial and other statements and formaintaining accountability of assets. In addition the Company has identified anddocumented the risks and controls for each process that has a relationship to thefinancial operations and reporting.

The Company also has an Audit Committee to interact with the Statutory AuditorsInternal Auditors and Management in dealing with manner within its terms of reference.This Committee mainly deals with accounting matters financial reporting and internalcontrols.

35. Disclosure under the Sexual Harassment of Women at Workplace (preventionprohibition and Redressal) Act 2013:

As per the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 a committee called Internal Complaints Committee hasbeen established to provide a mechanism to redress grievances pertaining to sexualharassment at workplace and Gender Equality of working women. During the year Company hasnot received any complaint pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

36. Vigil Mechanism / Whistle Blower:

The Company has adopted a Vigil Mechanism Policy through a Whistle Blower Policy toprovide a formal

mechanism to the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The Policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company have been deniedaccess to the Audit Committee.

The Whistle Blower Policy is disclosed on website of the Company at

37. Non-Disqualification of Directors:

All the directors of the Company are non- disqualified and certificate for the samefrom the Practicing Company Secretary in annexed as Annexure VII.

38. Policy of preservation of Documents:

Pursuant to the Regulation 9 of SEBI (LODR) 2015 the Company has maintained the policyof preservation of documents to keep the documents preserve as per Regulation 9 (a) &9 (b) of SEBI (LODR) 2015 and the same has been uploaded on the website of the Company

39. Details of significant and material order passed by the regulators or courts ortribunals:

There were no significant and material orders issued against the Company by anyregulating authority or court or tribunal that could affect the going concern status andCompany's operations in future.

40. Order of SEBI & NSE

There are no orders received by the Company from SEBI and NSE Limited which wouldimpact the listing of the Company's shares.

41. Cost Records:

The provisions of section 148(1) of the Companies Act 2013 and other applicable rulesand provisions are not applicable on the company. Therefore no cost record has beenmaintained by the Company.

42. Credit Rating:

Type Rating
Long Term Rating CRISIL BBB-/ Negative (Outlook Revised from Stable and Rating Reaffirmed.
Short Term Rating CRISIL A3 (Reaffirmed)

43. Investor Education and Protection Fund (IEPF):

During the year under review the provision of Section 125(2) of Companies Act 2013does not apply as the company was not required to transfer any amount to the InvestorEducation Protection Fund (IEPF) established by Central Government of India.

44. Unpaid and Unclaimed amount of Dividend and Share Application Money:

There is no unpaid or unclaimed Share Application Money and Dividend is pending to bepaid to the investors and shareholders till 31st March 2020.


Our Company generally maintains insurance covering our inventories/ stock at suchlevels that we believe to be appropriate. The insurance policy covers stock lying in thepremises stock in transit and the stock which is in our custody and specified person likewarehouse or vendors locations.

46. Business Responsibility Report:

Your Company does not fall under Top 1000 listed entities as per Market Capitalization.Hence the Business Responsibility Report for the financial year as stipulated underRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is not enclosed to this Annual Report.

47. Registrar and Share transfer Agent Information:

Link Intime India Pvt. Ltd Block No. 202

2nd Floor Akshay Complex

Near Ganesh Temple

Off Dhole Patil Road

Pune - 411001

Tel: 020 - 2616 1629 / 2616 0084 Fax: 020 - 2616 3503

Email: Website:

48. Event Based Disclosures:

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

• the Company has neither issued shares with differential voting rights as todividend or otherwise. nor has granted any stock options or sweat equity to the employeeof the Company. As on March 31 2020 none of the Directors of the company holdinstruments convertible into equity shares of the Company.

• The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustee for the benefit of employees.

49. Acknowledgements:

Your directors would like to place on record their appreciation and gratitude for thesupport to the Company received from the Employees Clients Customers and Shareholders ofthe Company for their trust and patronage as well as to the Bankers Securities andExchange Board of India National Stock Exchange Government of India and other RegulatoryAuthorities for their continued co-operation support and guidance.

Hari Nair
Place: Pune
Date:26th June 2020