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Starlite Components Ltd.

BSE: 517548 Sector: Others
NSE: N.A. ISIN Code: INE035C01022
BSE 00:00 | 30 Jul 2.59 0.10
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NSE 05:30 | 01 Jan Starlite Components Ltd
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VOLUME 9875
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OPEN 2.49
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VOLUME 9875
52-Week high 3.71
52-Week low 1.97
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Starlite Components Ltd. (STARLITECOMP) - Director Report

Company director report

To

The Members of

Starlite Components Limited

Your Directors have pleasure in presenting their Twenty-Eighth Annual Report togetherwith the Financial Statements and Audit Report of the Company for the year ended 31stMarch 2019

1. Financial Results -

(Amount in Rs.)
PARTICULARS CURRENT YEAR (2018-19) PREVIOUS YEAR (2017-18)
Revenue from operations 612374000.00 774570659.00
Other income 13670000.00 4827980.00
Interest & finance expenses 24630000.00 3325130.00
Depreciation 68270000.00 6302534.00
Total Expenses 612124000.00 754655822.00
Profit / (Loss) Before Tax 10617000.00 15115153.00
Less : Provision for Taxation 100000.00 109434.00
Less: Provision for Deferred Tax Liability 512000.00 4904110.00
Profit / (Loss) after Tax 10005000.00 10101609.00

2. Dividend:

Directors do not recommend any dividend in the current financial year.

3. Brief description of the Company s working during the year / State of Companys affair

Due to tightened market conditions and slump in the sales of the products of thecompany over the period of time there has been a considerable decline of 21% in theturnover of the Company eventually the profit of the Company is reduced to Rs10005000/- during the year as compared to Rs. 10101609/-.. Further the Company hasachieved a turnover of Rs. 612374000/- (against Rs. 774570659/- in the previous year).These figures clearly show the current market condition of the Company in the middle ofoverall market slowdown and fall in the demand for the products of the Company due to thenew entrants in the market and the increasing competition.

The management is continuously revolving around improvement of bottom line by stoppingloss making or low margin product categories & by hedging business and market risksover a larger basket of customers. While commodity prices and inflation remaining on itspeak with distressed rural demand scenario in several parts of the Country and the new andemerging entrants in the market with the availability of new and cheap lighting materialsfrom countries like China is hitting hard to the company s sale and profitability.Further with the availability of new led lights at much cheaper rates on the streets ofIndia is a kick back to the sales and profitability. In such a challenging externalenvironment your Company has remained focused and is trying to remain so to improve onthe margin and cost control to perform well and deliver profitable and responsible growth.The Company is also strongly focusing on further strengthening its presence in E-CommerceOEM Customer base and Government projects.

The management also has plans of increasing the manufacturing capacity of LED productsseeing the growing potential of the LED market the management feels even more confident& committed of achieving better top and bottom line during the next financial year.

4. Share Capital:

The Company has obtained the approval of shareholders of the Company under Section 42of the Companies Act 2013 for preferential allotment of shares to Promoters and Promotergroup for cash and pursuant to conversion of loans obtained from them at the AnnualGeneral Meeting held on September 28 2017. In context to the same the Company has filedan application to BSE Ltd for obtaining the In-Principle Approval for allotment of shareshowever the application is still pending for approval since one of the Company under thesame Promoter Group i.e. Comet Filament Limited have failed to provide exit offer to theshareholders of the Company. Accordingly necessary actions were taken against thePromoters of the Company pursuant to SEBI Circular No. SEBI/HO/MRD/DSA/CIR/P/2016/110dated October 10 2016.

Further as per the provision of Section 62 (1) (c) of the Companies Act 2013 theallotment of securities on a preferential basis made pursuant to the special resolutionpassed pursuant to sub-rule (2)(b) shall be completed within a period of twelve monthsfrom the date of passing of the special resolution. Since a period of more than a yearhas been passed from September 28 2017 the special resolution for issue of shares toPromoter and Promoter Group on preferential basis stands expired and the Company isrequired to obtain Shareholder s approval once again for the said issue in the Generalmeeting to give effect to the same.

Also the members of the Company has also passed the resolution for increase inauthorised share capital of the Company from Rs.180000000/- (Rupees Eighteen Crores )divided into 18000000 Equity Shares of Rs. 10/- each to Rs.220000000/- (RupeesTwenty Two Crores ) divided into 22000000 Equity Shares of Rs. 10/- each at the AnnualGeneral Meeting held on September 28 2017 however the e-form SH-7 for the same is notfiled by the Company.

5. Change In Nature Of Business If Any -

No change has taken place during the year in the nature of Company s business.

6. Material Changes & Commitments Affecting The Financial Position WhichHave Occurred Between Date Of Year End To The Date Of Report

There have been no material changes affecting the financial position which haveoccurred between dates of year end to the date of Report.

7. Significant And Material Orders Passed By The Regulators Or Courts OrTribunals Impacting The Going

Concern Status And Company s Operations In Future :

The Promoters of the Company which are also the Promoters of one Exclusively ListedCompany (ELC) i.e. Comet Filaments Limited have failed to provide the Exit Offer to theshareholders of the ELC within the time line specified by the SEBI Circular No.SEBI/HO/MRD/DSA/CIR/P/2017/92 dated August 1 2017 and accordingly the actionsspecified under the said SEBI Circular were initiated against the Company.

This has also impeded the process of Preferential Allotment of shares to Promoter andPromoter Group as stated above.

8. Details of Adequacy of Internal Financial Controls With Reference To TheFinancial Statements -

Company has well devised Internal control systems adopted by the Management to assistin achieving management's objective of ensuring the orderly and efficient conduct of itsbusiness including adherence to management policies the safeguarding of assets theprevention and detection of fraud and error the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information. Thesystem of internal control is under continuing supervision by Management to determine thatit is functioning as prescribed and is modified as appropriate for changes inconditions. Company endeavors to create the control environment with budgetary controlsand an effective internal audit function. Specific control procedures include

? Control over movement of physical Assets Goods & Services including Purchase andPayable Sales and Receivables Inventories etc. ? Control over timely Accounting Legalcompliances & Compliance of Accounting standards. ? Asset acquisitions & disposalboth tangible & intangible. ? Control over borrowings & liabilities. ? Controlover expenses including employee benefits taxes etc. ? Control over financialtransactions. ? Comparing and analyzing the financial results with corresponding budgetedfigures.

The controls include Preventive Detective & Corrective controls. These controlsare reviewed periodically & upgraded whenever necessary.

9. The Names Of Companies Which Have Become Or Ceased To Be Its SubsidiariesJoint Ventures Or Associate Companies During The Year

Sr. no Name of Company CIN Type of association Date of joining / Cessation
Nil

10. Report on the Performance of the Subsidiaries Associate Companies and JointVenture

The Company does not has any Subsidiaries and Joint Venture Companies but Company hasonly one Associate Company.

11. Deposits

The Company has not accepted any Deposits during the year within the meaning of Section73 of Companies Act 2013 and rules made thereunder

12. Auditors

A. Statutory Auditors

The Members of the Company at their 27th AGM held on September 29 2018 haveapproved the appointment of M/s. Jain Chhajed & Associates Chartered AccountantsNasik (Firm Registration No. 127911W) as the Statutory Auditor of the Company for a periodof 5 (Five) consecutive year from the conclusion of the 27th AGM till the conclusion of 32ndAGM.to be held in the calendar year 2023 on such remuneration as may be mutually agreed bythe Board and the Auditor.

The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away by CompaniesAmendment Act 2017 vide notification dated May 7 2018 issued by the Ministry ofCorporate Affairs New Delhi. Accordingly no resolution is proposed for ratification ofthe appointment of Auditors who were appointed in the Annual General Meeting held on.

B. Secretarial Auditors

The Board has appointed M/s. Amit R. Dadheech & Associates Practicing CompanySecretaries to conduct Secretarial Audit for the financial year 2018-19. The SecretarialAudit Report for the financial year ended 31st March 2019 is annexed herewithas Annexure 1 to this Report.

C. Internal Auditors:

Pursuant to the provisions of Section 138 and other applicable provisions if any ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 the Company hasappointed to M/S. SKVM And Co. Chartered Accountants Nasik as internal auditors. Duringthe year the Company continued to implement their suggestions and recommendations toimprove the control environment. Their scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths of all areas.

13. Audit Reports:

A. Statutory Auditors Report - The observations made by the Auditors of the Company intheir report are self-explanatory except for observations regarding pending litigations.The explanations of the management on the comments of the auditors with respect to thepending litigations are as follows:

Income Tax Demand raised for AY 2004-05 for Rs. 6444154/- : The Company has takenappropriate steps and filed an appeal with High Court Mumbai which is under process.Further the Hon ble BIFR has given relief for demand raised for AY 2004-05 vide theirorder dated 10th October 2013. On these grounds the management is positivethat relief would be granted by the High Court the said appeal is pending as on 31stMarch 2019 Sales Tax Demand for Rs. 99256866/-: The Company has filed an appeal withthe Appellate Authority for waiver of interest and penalty charged. Further the Hon bleBIFR has given relief for demand raised by Sales Tax Department vide their order dated 10thOctober 2013. On these grounds the management is positive that relief would be granted bythe High Court the said appeal is pending as on 31st March 2019 Contingent liabilitiesrelated to C Forms amounting to INR 3184835/- due to non-receipt of C Forms fromcustomers.

Other Qualifications:

The Company has maintained records but the same has not been properly updated showingfull particulars including quantitative details and situation of property plant andequipment and investment properties.

B. Secretarial Audit report- The observations made by the Secretarial Auditors of theCompany in their report for the year ended 31st March 2019 areself-explanatory. Below are the responses of the Management on the observations made bythe Secretarial Auditor:-

1. Even after several efforts the Company could not find any candidate who will workas whole time Company Secretary therefore the Company was not able to appoint a CompanySecretary in compliance with the relevant provisions of Companies Act 2013. Howeverefforts are being made to find out a suitable candidate for the position of whole timeCompany Secretary.

2. The actions taken against the Company is due non compliance with the SEBI CircularSEBI/HO/MRD/DSA/CIR/P/2017/92 dated August 1 2017 by M/s. Comet Filament Limited aCompany promoted by the same Promoters.

3. Due to actions taken against the Promoters in relation to non-compliance with theaforesaid SEBI Circular by one of the Group Company i.e. Comet Filament Limited theprocess of issuance and allotment of shares to Promoter and Promoter Group on preferentialbasis for cash and pursuant to conversion of loans obtained from them is been stagnatedand no In-Principal Approval is obtained from BSE Ltd for allotment of shares.

4. The Company has taken the approval of shareholders for entering into the relatedparty transaction above the threshold limit during the financial year ended March 312019 and has also obtained the approval of the shareholders for ratification of thetransaction entered without the prior approval at the last Annual General Meeting of theCompany

5. The Company shall take necessary step for filing the relevant forms and returns withthe Registrar of Companies Mumbai within the stipulated period of time to avoid anyadditional fees or penalty.

6. Since the Board of the Company has passed a resolution for allotment of warrants tothe Promoter and Promoter Group without obtaining the In-Principle Approval of the StockExchange the said allotment was reversed in the books of the Company in the spirit of lawand no effect has been given for the said transaction by way of filing of any return /e-form / intimation for the same.

14. Extract Of Annual Return -

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 forms part of this Annual Report as Annexure 2.

15. Conservation Of Energy Research & Development Technology Absorption ForeignExchange Earnings and Outgo

A. Conservation of energy-

The Company has always been conscious of the need for conservation of energy and energyconservation measures have been implemented at all the plants and offices of the Company.Efforts for conservation of energy in all areas are made on a continuous basishighlighting areas for the same - maximizing use of daylight using energy efficientlamps arresting leakages in compressed air piping and electrical systems. With furtherefforts towards substitution of traditional sources of energy with renewable energymeasures for efficient usage of power and investment in additional equipment for saving ofelectricity. The illustrative measures taken towards energy conservation at Units are:

The steps taken or impact on conservation of energy:

Installation of Energy Efficient LED Batten fittings for task lighting and LED High bayfor General Lighting Use of 36W x 4 T5 lamps for shop lights Installation of LED streetlights Installation of LED low bays fittings etc. Installation of Variable FrequencyDrives (VFD) for energy saving in Compressors. Use of Energy Efficient Pumps EnergyEfficient Compressed Air Nozzles. Every unit has set targets for paper power and waterconsumption per employee which is monitored on a regular basis. Use of motion sensors& timers for on-off control of lighting system. The Air Conditioners are kept at amoderate temperature and all the electrical equipments are turned off whenever they arenot required by the Office Staff.

B. Technology absorption-

There is a continuing programme to enhance its range of products & allied parts tomeet the future needs of the evolving market by providing a strong proposition for itscustomers by providing multiple solutions for customer requirements.

The Company s in-house Research and Development teams during the year have continued tofocus on developing products that were indigenous intelligent and energy efficient.Continued R&D efforts of the past years put in developing Lamps and Lighting Productsalong with the electronics with higher efficiency & improved lumen output.

C. Foreign exchange earnings and Outgo

Total Foreign Exchange Outgo is Rs. 13010000/- & Earning is Rs. 6043000 byexports during the FY 2018-19

16. Directors & Key Managerial Personnel (KMP)

Following are the Details of Directors on the Board of the Company

Sr. Name of Directors DIN/PAN DESIGNATION DATE OF APPOINTMENT
1. Arvind Bharati 00148830 Managing Director 13/11/1991
2. Shreekumar Menon 00168680 Independent Director 14/11/2014
3. Smita Patodkar 06850370 Executive Director 30/03/2014
4. **Mr. Vijay Tiwari 02946693 Independent Director 30/09/2014
5. *Mrs. Rochana Bharati 00163408 Non Executive 13/11/1991
6. Mr. Anand Sakpal 08509329 Independent Director 15/07/2019
7. Mrs. Sujata Paradkar 08449047 Independent Director 10/05/2019

*Mrs. Rochana Bharati has resigned from the directorship of the Company w.e.f.October 19 2018. **Mr. Vijay Tiwari has resigned from the directorship of the Companyw.e.f. July 15 2019

Further during the year under review following were the Key managerial Personnel inthe Company as per Section 2(51) and 203 of the Companies Act 2013:

Sr.No. Name of Directors DIN / PAN DATE OF APPOINTMENT DESIGNATION
1. Arvind Bharati 00148830 13/11/1991 Managing Director
2. Sajid Shaikh BBLPS4081G 05/10/2017 Chief Financial Officer

a. None of the Directors of the Company are disqualified from being appointed asDirectors as on the date of this Report in terms of Section 164 of the Companies Act2013. b. Mr. Arvind Bharati Director - retires by rotation at the forthcoming A.G.M. andbeing eligible offers himself for re-appointment.

Apart from this there were no appointment / resignation of Directors and KeyManagerial Personnel (KMP) during the period under review.

17. Declaration Given By Independent Directors U/S 149(6)

All independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and theprovisions of the Listing Regulations.

18. Board Committees

Pursuant to the requirements of the Listing Regulations the Company has constitutedAudit committee

Nomination & Remuneration Committee Stake holders relationship committee. Thedetails of the committees & its terms of reference are set out in the CorporateGovernance Report forming part of the Board s report.

19. Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholder Relationship Committee. The policy for formal evaluation of

Board s performance is made available on the website of the Company.

20. Meetings of Board of Directors & Audit Committee Meetings

During the year Five (5) Board Meetings and Four (4) Audit Committee Meetings wereconvened and held the details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

21. Vigil Mechanism:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Model Vigil Mechanism Whistleblower Policy is made available on thewebsite of the Company.

22. Company s Policy Regarding Appointment Remuneration Independence andQualification etc. of Directors Where Nomination And Remuneration Committee Is Necessary

Pursuant to the requirements of the Listing Regulations the Company has constitutedNomination & Remuneration Committee. The details of the committee & its terms ofreference & Policy are set out in the Corporate Governance Report forming part of theBoard s report.

23. Particulars of Loans Guarantees & Investments U/S 186

Details of Loans:

SL No Date of making loan Detail s of Borro wer Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Inter est Security

Nil

Details of Investments:-

SL No Date of investme nt Details of Investee Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expecte d rate of return
1 30/06/98 Starlite Lighting Ltd. 9200000 Capital for Business 06/05/98 12/05/98 Nil

Details of Guarantee / Security Provided:

SL No Date of providing security/g uarantee Details of recipient Amount Purpose for which the security/guarantee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Com missi on

Nil

24. Particulars Of Contracts & Arrangements With Related Parties U/S 188 (1)

All Related Party Transactions that were entered into during the financial year were onan arm s length basis and were in the ordinary course of business. The policy on RelatedParty Transactions as approved by the board is available on the Company s website. Thedetails are as per Annexure 3.

25. Managerial Remuneration As Per Sec 197 (12) Information under Rule 5 of Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014

a. Ratio of Directors remuneration to median remuneration of employees

Name of Director & KMP Remuneration p.a. Median remuneration p.a. Ratio Remark
1 Rochana Bharati Nil - Nil Nil
2 Arvind Bharati M.D. 2016000 199368 9.89 Nil
3 Vijay Tiwari Nil - Nil
4 Smita Patodkar Executive 1200000 199368 16.61 Nil
Director
5 S. K. Menon Nil - Nil Nil
6 Sajid Salauddin Shaikh 1431000 199368 13.35 Nil

b. Percentage increase in remuneration of each Director & KMP

Sr. no. Name Designati on Remuneration 17-18 Remuneration 18- 19 % increase
1 Arvind Bharati M.D. 2016000 2016000 NIL
2 Smita Patodkar Executive Director 1200000 1200000 NIL
3. Sajid Salauddin Shaikh CFO 688981 1431000 107.70

c. No. of permanent employees on the roll The Company has 58 permanent employees.

d. Percentage increase / decrease in the median remuneration of employees

There has been a increase in the median remuneration of employees compared to previousyear by 4.1%.

e. Explanation on the relationship between average increase in remuneration ofDirectors KMP & Employees vis a vis Company performance Average increase inremuneration of employees & KMP is guided by factors like economic growth inflationmandatory increases external competitiveness and the need for talent retention.Remuneration is predominantly fixed in nature and attributable to employee s skills &experience and hence a perfect correlation with company performance cannot be achieved.

f. Comparison of remuneration of the KMP against the performance of the Company

The turnover of the Company in the FY 2017-18 was Rs. 769728000/- & in F.Y.2018-19 is Rs. 621374000/-. There has been an increase in the remuneration paid by theCompany to Directors & KMP to the extent of Rs. 742019/- due to the remunerationpolicy adopted by the management for ensuring the growth and sustainability of theorganisation. Further in comparison with the Revenue of the Company the Remuneration ofKMP also has increased to the extent of 19% in the FY 2018-19 due to rise in theremuneration of KMP.

g. Comparison of remuneration of each Director and KMP against the performance of theCompany- Turnover of the Company for F.Y. 2018-19 is Rs. 621374000.

Sr. Name Designation Remuneration Remuneration %
1 Arvind Bharati M. D. 2016000/- 0.32%
2 Sajid Salauddin Shaikh CFO 1431000/- 0.23%
3 Smita Patodkar Executive Director 1200000/- 0.19%

h. The key parameters for any variable component of remuneration availed by thedirectors No variable component is payable to Directors.

i. The ratio of remuneration of highest paid director to that of employees who are notdirectors but receive remuneration in excess of the highest paid director during the yearThere are no such employees getting remuneration in excess of highest paid Director. Theremuneration is as per the remuneration policy of the Company.

26. Particulars Of Employees

Following Director-Employees hold more than 2% equity a. Mr. Arvind Bharati M.D. 8.44%b. Dr. Smt. Rochana Bharati Director 3.46%

Particulars pursuant to the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 None of the employees is in receipt of remuneration exceeding Rs.60 lakhs p.a. or Rs. 5 lakh p.m. if employed for part of the year. Particulars ofemployees drawing remuneration more than the remuneration drawn by the MD. None of theemployees draw remuneration more than the remuneration drawn by the MD.

27. Development & Implementation of Risk Management Policy:

Risk management practices seek to sustain and enhance long term competitive advantageof the Company. The Board has approved and implemented Risk Management Policy with an aimto identify evaluate monitor and minimize risks that are identifiable. The RiskManagement Policy of the Company is available on the website of the Company.

28. Corporate Governance and Certificate

In accordance with SEBI (LODR) Regulations 2015 as entered with the Stock Exchange andsome of the best practices followed internationally on Corporate Governance the reportcontaining the details of corporate governance systems and processes is as follows:

At Starlite Components Limited Corporate Governance is all about maintaining avaluable relationship and trust with all stakeholders. We consider stakeholders areplaying very important role in our success and we remain committed to maximizingstakeholder value be it shareholders employees suppliers customers investorscommunities or policy makers. This approach to value creation emanates from our beliefthat sound governance system based on relationship and trust is integral to creatingenduring value for all. We have a defined policy framework for ethical conduct ofbusinesses. We believe that any business conduct can be ethical only when it rests on thenine core values of Honesty Integrity Respect Fairness Purposefulness TrustResponsibility Citizenship and Courage. The corporate governance is an important tool forthe protection of shareholder and maximization of their long term values. The objective ofCorporate Governance is to achieve excellence in business thereby increasing stakeholdersworth in the long term which can be achieved keeping the interest of stakeholders andcomply with all rules regulations and laws. The principal characteristics of CorporateGovernance are Transparency Independence Accountability Responsibility Fairness andSocial Responsibility along with efficient performance and respecting interests of thestakeholders and the society as a whole.

29. COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company's philosophy on corporate governance is been founded on the fundamentalideologies of the group viz. Trust Value and Service. Obeying the law both in letterand in spirit is the foundation on which the Company's ethical standards are built. Onadopting corporate governance the Company shall make a constant endeavor to achieveexcellence in Corporate Governance on continuing basis by following the principles oftransparency accountability and integrity in functioning so as to constantly striving toenhance value for all stakeholders and the society in general. As a good corporatecitizen the Company will maintain sound corporate practices based on conscienceopenness fairness professionalism and accountability in building confidence of itsvarious stakeholders in it thereby paving the way for its long term success. We are makingcontinuous efforts to adopt the best practices in corporate governance and we believe thatthe practices we are putting into place for the company shall go beyond adherence toregulatory framework.

30. Director s Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors to the best oftheir knowledge and belief confirm that: - I. In the preparation of the annual accountsthe applicable accounting standards have been followed; II. Appropriate accountingpolicies have been selected and applied consistently and have made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2018 and of the Profit of theCompany for the year ended on 31st March 2018; III. Proper and sufficient carehas been taken for the maintenance of the adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; IV. The annual accounts havebeen prepared on going concern basis; V. Internal financial controls had been laid downand that such internal financial controls are adequate and were operating effectively. VI.Proper systems were devised to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

31. Sexual Harassment Of Women At Workplace (Prevention Prohibition And Redressal)Act 2013

The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013". The Company has in place an Anti SexualHarassment Policy in line with the requirements of Sexual Harassment of Women at

Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal Committee hasbeen set up to redress the complaints received regarding sexual harassment at workplace.All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed offduring the current financial year.

Number of Complaints received : Nil
Number of Complaints disposed off : Nil

32. Listing Fees-

Your Company's shares are listed in The BSE Limited Mumbai and the Annual Listing feesfor the year under review has not been paid.

33. GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in CorporateGovernance" by allowing service of documents by a Company to its Members throughelectronic mode. The move of the Ministry allows public at large to contribute to thegreen movement.

Keeping in view the underlying theme the Company will continue to send variouscommunications and documents like notice calling general meetings audited financialstatements directors report auditor s report etc. in electronic form to the emailaddress provided by the members to the Depositories or to the Company.

To support this green initiative in full measure members who have not registered theirE-mail address and PAN Number so far are requested to register their E-mail address andPAN Number in respect of electronic holdings with the Depository through their concernedDepository Participant. Members who hold shares in physical form are requested to filltheir e-mail address and PAN Number for our records in the registration form which can bedownloaded from the Company's website for sending the documents in electronic form or elsesend a request letter directly to the Company mentioning their E-mail address and PAN No.along with self attested copy of their PAN Card.

34. DEMATERIALIZATION OF SHARES

Shareholders are requested to convert their physical holding to demat/electronic formthrough any of the Depository Participants to avoid any possibility of loss mutilationetc. of physical share certificates and also to ensure safe and speedy transaction insecurities.

35. Acknowledgements:

The Directors greatly value the support and co-operation received during the year fromthe Company's Bankers Statutory Authorities and all organizations connected with itsbusiness. The Directors also take pleasure in commending the valuable contributions madeby the Company's employees at all levels during the year under review.

Place: - Nasik
Date: - September 04 2019.
By order of the Board of Directors
Sd/- Sd/-
Mr. Sajid Shaikh Mr. Arvind Bharati
(CFO) (Managing Director)