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Symphony Ltd.

BSE: 517385 Sector: Consumer
NSE: SYMPHONY ISIN Code: INE225D01027
BSE 00:00 | 19 Oct 1080.00 -4.85
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NSE 00:00 | 19 Oct 1079.75 -6.00
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OPEN 1083.65
PREVIOUS CLOSE 1084.85
VOLUME 4950
52-Week high 1529.65
52-Week low 811.00
P/E 64.02
Mkt Cap.(Rs cr) 7,555
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1083.65
CLOSE 1084.85
VOLUME 4950
52-Week high 1529.65
52-Week low 811.00
P/E 64.02
Mkt Cap.(Rs cr) 7,555
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Symphony Ltd. (SYMPHONY) - Director Report

Company director report

Your directors are pleased to present the Company's 34th Annual Report onbusiness and operations together with the audited financial statements for the year endedMarch 31 2021.

HIGHLIGHTS OF RESULTS AND STATE OF COMPANY'S AFFAIRS

(Rs in Crores)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from Operations & Other Income 523.59 763.05 931.24 1157.36
Profit before Financial Charges Depreciation & Taxation 152.37 246.46 163.27 262.30
Less: Financial Charges 0.08 0.25 10.71 10.68
Less: Depreciation & Amortisation Expenses 5.16 5.94 21.42 21.15
Profit Before Tax 147.13 240.27 131.14 230.47
Less: Income Tax 34.85 56.23 35.67 56.23
Less: Provision for tax of earlier years (0.90) - (0.90) -
Less: Deferred Tax Liability 0.83 (1.87) (11.01) (7.53)
Profit After Tax 112.35 185.91 107.38 181.77
Less: Non-controlling Interest - - 0.04 0.32
Profit After Tax attributable to the shareholders 112.35 185.91 107.34 181.45
Other comprehensive income 0.38 (0.25) 0.31 (0.75)
Total comprehensive income for the year 112.73 185.66 107.65 180.70
Add: Balance as per last year Balance Sheet 591.31 612.27 588.66 614.58
Amount available for Appropriation 704.04 797.93 696.31 795.28
Less: Dividend and Dividend Distribution Tax 7.00 206.62 7.00 206.62
Surplus in statement of Profit and loss 697.04 591.31 689.31 588.66

Key Financials as on March 31 2021

Your Company along-with its subsidiaries has a global presence. The Company hasprepared consolidated accounts of the holding company and all its subsidiaries inaccordance with the Ind AS that are applicable. The consolidated revenue from operationsalong with other income stood at Rs 931.24 Crores (PY Rs 1157.36 Crores). Theprofit after tax was Rs 107.38 Crores (PY Rs 181.77 Crores).

The Standalone revenue from operations alongwith other income stood at Rs 523.59 Crores(PY Rs 763.05 crores). The profit after tax was Rs 112.35 Crores (PY Rs 185.91crores).

The highlights of the key financials are as under:

( Rs In crores except per share data)

Particulars Standalone Consolidated
Equity Share Capital 13.99 13.99
Net Worth 760.57 763.92
Book Value Per Equity Share 108.72 109.20
Earnings Per Share (EPS) 16.06 15.35
Investments 578.83 484.42

CONTRIBUTION TO EXCHEQUER

Your Company has contributed a sum of Rs 71.24 crores to the exchequer during thefinancial year 2020-21 by way of duties and taxes on a standalone basis.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for FY2020-21 in the profit and loss account.

DIVIDEND

During the year under review the Board of Directors declared an interim dividend of Rs1.00/- (50%) per equity share in their meeting held on January 22 2021.

The Board has recommended a final dividend of Rs 4.00/- (200%) per equity sharehaving face value of Rs 2/- each subject to approval of members at their ensuing annualgeneral meeting for the financial year ended on March 31 2021.

The aggregate dividend for the financial year ended on March 31 2021 on approval ofthe proposed final dividend at ensuing annual general meeting would be Rs 5.00/- (250%)[including interim dividend of Rs 1.00/- (50%)] per share amounting to Rs 34.98 Crores.

Shareholders' Reward Policy

Symphony believes in maintaining a fair balance over a long-term period between pay out/ reward to the shareholders and cash retention. The Company has been conscious of theneed to maintain consistency in pay-out / reward to the shareholders. The quantum andmanner of pay out / reward to shareholders of the Company shall be recommended by theBoard of Directors of the Company.

Shareholder's Reward policy (including Dividend Distribution Policy) can be accessed athttps://www. symphonylimited.com/corporate-governance.

MATERIAL CHANGES AND COMMITMENT

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

PERFORMANCE REVIEW – INDIA OPERATIONS

The COVID - 19 pandemic and subsequent lockdown impacted the summer season in anunprecedented way. However Symphony was quick to respond with various innovative moves tocounter the roadblocks. The timely response was empathetic in nature and was intended tohelp the channel partners during these trying times.

Initiative during lockdown

Your Company has implemented ‘Book a Cooler Campaign' a system that connectscustomers with dealers who can supply the coolers when the situation improves. Thisinvolved a massive lead generation campaign through digital media which was appreciated bythe trade as it helped them to liquidate their stocks.

Trade channel and network

Consequent on the lockdown following COVID - 19 our sales channels were left withunsold inventory. The Company supported its channel partners (who were left with unsoldinventory) providing stock compensation schemes and attractive off-season schemes tomaximize their profits. The Company also floated attractive secondary schemes that helpeddistributors sell larger quantities to the retailers. There was no major price increasedespite the pressure on the input costs. In addition the Company implemented variousinitiatives like exchange offers and consumer offers in selected locations to help channelpartners sell their inventory. These initiatives helped boost the confidence of ourchannel partners immensely.

To fulfil the huge latent demand for quality air coolers from the rural marketSymphony launched a special range of economy coolers on 15th August 2020. Anetwork of wholesale distributors and direct dealers is being created in rural andsemi-urban towns across India.

Industrial Coolers

Symphony launched specially designed accessories like duct stand controller etc. forthe range of industrial coolers for providing end-to-end solutions to our customers. Thisproactive move has made Symphony a one stop shop for industrial cooler customers. TheCompany did a virtual launch event for Industrial Cooler Accessories where channelpartners from all over India joined. Like our latest Industrial Cooler models theaccessories are also being made in India. This makes us more competitive because of thelower cost and reduced lead time compared to the option of importing such coolers from oursubsidiary companies in China and Mexico. This is also in line with the Make in Indiainitiative launched by Government of India.

The Company has commissioned a lead generation campaign to generate business leads andto increase awareness about Industrial Cooling backed by a solid lead management software.

Brand Building

The Company continued its advertisements even during the lockdown period to protect itsshare of mind and market share. This also boosted the confidence of our channel partners.

In order to maintain brand dominance and increase customer pull Symphony launched twonew campaigns one for Household Coolers and another for the Movicool Range of CommercialCoolers. Symphony adopted a 360-degree approach by executing the campaigns through variousATL media like TV Print Radio Internet etc. and BTL initiatives like In-Shop BrandingBrand Promoters Activations etc.

International Business

During the year there was a decline in sales compared to previous year due to theprevalence of COVID - 19 pandemic. This led to large unsold inventory in most countries asthere were no sales during summer months because of local lockdowns. The maximum impact ofthe decline was observed in the first three quarters. Recovery started from the fourthquarter. Sales in the regions of Middle East Africa and Europe were more or less at theprevious year's levels. The Company continues to have several international qualitycertifications like CE SASO NOM etc. which provide access to market in severalcountries.

Service

After Sales services of all companies were affected as the service staff could nottravel and technicians were not available. Symphony solved this issue in a very innovativemanner by guiding the customers using videos shared via WhatsApp or telephonically andhelped them resolve minor issues.

Many initiatives were taken to motivate the service team and the service associatesduring the year. Your Company has conducted intensive training to all the technicianslaunched special incentive programs in some selected cities to reach the next level ofservice delivery and nurtured the service associates to also sell Symphony coolers underexchange program to existing customers who were looking for an upgrade.

SEZ UNIT

During the year under review your Company has discontinued the operations in its SEZunit in Kandla and started merchant export to cater to the needs of international businessresulting in rationalising operations and saving in overheads without affecting overseasbusiness.

PERFORMANCE REVIEW - OVERSEAS OPERATIONS

(i) Climate Technologies Pty Limited Australia (CT):

There has been a significant impact of COVID - 19 on the business (mainly on theprofitability). Lockdown periods have impacted sale and installation of ductable products(coolers and heaters) which forms a large part of CT's domestic sales.

However despite COVID-19 the consolidated gross revenues were higher than last year.

The main factors for revenue improvement were:

(a) strong growth in ducted gas heater sales in Australia (b) introduction of portableair coolers manufactured by Symphony India in the US market and (c) the expansion of theSymphony India portable coolers range in Australia.

COVID-19 significantly impacted COGS and Contribution Margins with increase in the costof raw materials labour cost and freights. In several cases there were supplier delaysand we had to manage by either (a) spending air freights instead of ocean shipment or (b)resort to alternate sourcing from more expensive sources.

With a view to improve EBITDA growth in FY22 key project initiatives have been plannedincluding: (a) outsourcing of the fabrication requirement of the high volume ducted gasheater range to India; (b) expanding Climate Technologies presence in the Australianrefrigerated air conditioning market leveraging the Bonaire brand name (c) expanding theSymphony India air cooler product offering in the USA (d) introducing a new range ofsmall commercial air coolers in the Australian market (e) increasing the sales ofportable spot coolers and other retail cooling products in Australia and (f) outsourcingducted evaporative air cooler kits supply to India.

The organization structure of the business has been simplified resulting in reductionof fixed overheads and cost of doing business without compromising sales growth. Severalprojects have been initiated with a view to outsource a large part of the manufacturingthereby converting several fixed costs to variable costs.

(ii) IMPCO S. de. R. L. de. C. V. (IMPCO) Mexico

COVID - 19 has significantly affected IMPCO business (mainly Q1) because of lockdownsduring summer which is a peak sales season and economic turmoil in Mexico (as also inLatin American countries).

To protect margins against falling revenues rising RM prices rising ocean freightsand significant currency rate fluctuations we took several important steps. Some of themain initiatives were: (a) downsised the organization and made it leaner (b) cut down onmarketing travel and other less-essential expenses and (c) implemented a 10% priceincrease on imported products. All these steps led to increased gross profit margins andcontribution margin percentage.

Online sales increased by 70% sales and contribution values for heater segmentdoubled and this coupled with revised strategies we could manage to bring the revenuesup to 85% those of the previous year.

Due to unexpected bankruptcy of FAMSA a major appliances and furniture retailer inMexico and also one of IMPCO's top customers we had to write-off a debt of $21.9 mn. MXP(INR 7.16 Crores). This has severely affected the profitability for the year.

We experienced a business revival in Q4 and we are hopeful of much better performancefor the next financial year where we have also planned expansion within Mexico(geographical expansion as well as product category expansion).

(iii) Guangdong Symphony Keruilai Air coolers Co. Ltd (GSK) China

China was the first country to get severely affected by COVID - 19. The businessdisruptions happened owing to a variety of reasons: (a) strict lockdowns within China inthe initial periods (b) reduction in consumer spend in initial part of the year (thataffected hot peak season for us) except for essentials (c) significant reductions inChina exports due to lockdowns in several importing countries.

The year ended with worst-ever performance for GSK post its acquisition by SymphonyLimited in 2016. Despite all the challenges and an evident downturn trend we decided togo head-on. GSK was in the first batch of enterprises to resume work after COVID - 19 inQ1.

GSK signed a cooperation agreement on 1000 units of flagship model of its industrialcoolers for Jd.com warehouse all over China. GSK invested in a new industrial cooler modelKM35 and a new portable spot cooler model "Crown" to fill gaps in its offering.

GSK managed entry to GOME a big appliances retailer in China. As a result ourproducts are now already present in some key cities and key stores. GSK opened stores ononline platforms such as Pinduoduo Taobao Youzan and Alibaba.

We believe that this will give us a considerable advantage. GSK also made arrangementsto sell live on YiHe TV shopping platform.

GSK participated in the 127th online Canton Fair by investing into VRcontent making. In June 2020 Keruilai promoted on Tiktok which is the most famous App inChina.

Towards Q4 there was an evidence that the economy of China was springing back tonormal. As a result GSK domestic revenues are higher than those of Q4 of the previousyears although the international business is yet to get a revival.

(iv) Symphony Climatizadores Ltda (SCL) Brazil

Brazil is an important market for Air coolers. It is also a country with high importduties and taxes.

Prices of all the products tend to be high due to this. In order to be competitive andto tap this air cooler market SCL has been established. SCL imports range of Industrialand portable coolers from Symphony India and from GSK China and distributes in the localmarket. Offering high quality products at competitive prices has been the strategy of SCL.

AWARDS AND ACCOLADES

Mr. Nrupesh Shah Executive Director of the Company has been conferred with "TheGem of a CA profession" award by the Institute of Chartered Accountants of India(ICAI) Ahmedabad Branch. Received award for India's Most Trusted Air Coolers Brand –2020 from Trust Research Advisory (TRA). Received award for Best Brand from Gujarat BrandLeadership Awards 2020 by World Marketing Congress.

ISO 9001: 2015 certification for quality management and systems for its design salesmarketing and after sales services of air coolers certified by BVC.

Information Security Management System certification ISO - 27001 by Bureau VeritasCertification Holding SAS UK.

Our plant is compliant with QSA (Quality System Assessment) RESA (Retail EthicalSourcing Assessment) and CTPAT (Customs-Trade Partnership Against Terrorism) to cater tothe needs of US Market. Few products are ETL / CE / CEC /FCC certified.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34 of the Listing Regulations ManagementDiscussion and Analysis Report for the financial year ended on March 31 2021 isforming part of this annual report.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the ListingRegulations Corporate Governance Report for the financial year ended on March 31 2021is annexed to this annual report.

The requisite certificate obtained from the Practising Company Secretaries confirmingcompliance with the conditions of Corporate Governance is attached to the report onCorporate Governance.

SUBSIDIARIES

Your Company has six overseas subsidiary companies (i) IMPCO S. de R. L. de C.V.(IMPCO) Mxico (ii) Guangdong Symphony Keruilai Air Coolers Co. Ltd. China(iii) Symphony AU Pty Limited Australia (iv) Climate Technologies Pty LimitedAustralia (v) Bonaire USA LLC U.S.A. and (vi) Symphony Climatizadores Ltda. Brazil.

As per the requirements of Regulation 24 of the SEBI Listing Regulations the Companyhas appointed Mr. Naishadh Parikh Independent Director of the Company on the boardof its subsidiary companies viz. (i) Climate Technologies Pty Limited Australia and (ii)Symphony AU Pty Limited Australia w.e.f. April 1 2019.

In accordance with Section 129 (3) of the Companies Act 2013 the Company has prepareda consolidated financial statement of the Company and its subsidiary companies whichforms part of the Annual Report. Pursuant to the provisions of Section 129 (3) of theCompanies Act 2013 a statement containing salient features of the financial statementsof the Company's subsidiaries in Form No. AOC-1 is annexed to the financial statements ofthe Company. The statement also provides the details of performance and financial positionof the subsidiaries of the Company.

The financial statements of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on all days except Sundays and public holidays upto the date of the AnnualGeneral Meeting as required under Section 136 of the Companies Act 2013. Any memberdesirous of obtaining a copy of the said financial statement may write to the CompanySecretary at the Registered Office of the Company. The financial statements including theconsolidated financial statement financial statements of subsidiaries and all otherdocuments required to be attached to this report have been uploaded on the website of theCompany www.symphonylimited.com.

AUDITORS

M/s. Deloitte Haskins and Sells Chartered Accountants (Firm Registration No. 117365W)was appointed as Statutory Auditors of the Company to hold office for a period of fiveconsecutive years from the conclusion of the 33rd AGM of the Company held onSeptember 22 2020 till the conclusion of the 38th AGM to be held in 2025.They have confirmed that they are not disqualified from continuing as Statutory Auditorsof the Company for financial year 2021-22.

The Auditors' report does not contain any qualification reservation or adverse remarkand is self-explanatory and thus does not require any further clarifications/ comments.

COST AUDITORS

During the year under review the Company was not required to appoint cost auditors.

Cost records: The cost accounts and records as required to be maintained under section148(i) of the Companies Act 2013 are duly prepared and maintained by the Company.

CORPORATE SOCIAL RESPONSIBILITY

As required under Section 135 of the Companies Act 2013 and the rules made thereunderthe annual report on Corporate Social Responsibility containing details about thecomposition of the Committee CSR activities amount spent during the year and otherdetails is enclosed as Annexure - 1. The Corporate Social Responsibility Policy isdisplayed on the website of the Company.

SECRETARIAL AUDIT REPORT

As required under the provisions of section 204 of the Companies Act 2013 the Boardof Directors of your Company had appointed M/s. SPANJ & Associates Practicing CompanySecretaries to conduct Secretarial Audit. The Secretarial Audit Report for the financialyear ended on March 31 2021 is annexed to Board's Report as Annexure - 2.

The Secretarial Auditors' report does not contain any qualification reservation oradverse remark and is self-explanatory and thus does not require any furtherclarifications/comments.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Jonaki Bakeri Non - Executive Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered herself for re-appointment.

Mr. Nrupesh Shah was re-appointed as an Executive Director for a period of five yearseffective November 1 2016 pursuant to which his present term will be expiring on October31 2021. The Board of Directors at its meeting held on April 27 2021 has re-appointedMr. Nrupesh Shah as Whole Time Director designated as an Executive Director for a periodof five years from November 1 2021 subject to approval of members.

The Board has at its meeting held on June 19 2021 approved the appointment of Mr.Amit Kumar as an Additional Director designated as Executive Director and Group CEO of theCompany with effect from August 2 2021 for a period of five years. A resolution seekingshareholders' approval for approving his appointment and terms of appointment includingremuneration forms part of the Notice of the ensuing Annual General Meeting.

Brief profiles of Ms. Jonaki Bakeri Mr. Nrupesh Shah and Mr. Amit Kumar as requiredunder Regulation 36 (3) of the Listing Regulations and Secretarial Standards - 1 areannexed to the notice convening the 34th Annual General Meeting which formspart of this Annual Report. Your directors recommend their appointment.

ANNUAL RETURN

In accordance with Section 134 (3) (a) and Section 92 (3) of the Companies Act 2013the Annual Return of the Company has been placed on the website of the Company and can beaccessed at https:// www.symphonylimited.com/annual-reports-related-documents

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 the Directors of the Companyhereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 312021 the applicable Indian accounting standards have been followed and there are nomaterial departures from the same;

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

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 read withRules made thereunder for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

MEETINGS OF THE BOARD

Four meetings of the Board of Directors of the Company were held during the year underreview. The details of composition meetings attendance and other details of the Boardare reported under Corporate Governance Report which is annexed to Board's Report.

Your Company has complied with the Secretarial Standards as applicable to the Companypursuant to the provisions of the Companies Act 2013.

AUDIT COMMITTEE

The Committee comprises Mr. Naishadh Parikh Chairman Mr. Ashish Deshpande Ms. ReenaBhagwati and Mr. Santosh Nema as members. In accordance with the provisions of section177(8) of the Companies Act 2013 and Listing Regulations the Board has accepted all therecommendations of the Audit Committee during the financial year 2020-21.

The details of composition meetings attendance and other details of the AuditCommittee and other committees are reported under Corporate Governance Report which isannexed to Board's Report.

NOMINATION & REMUNERATION POLICY

The Company has framed Nomination & Remuneration Policy for appointment ofdirectors key managerial personnel and senior management personnel their remunerationand evaluation of directors and Board. The said policy is forming part of CorporateGovernance Report.

PARTICULARS OF LOANS GUARANTEES SECURITY OR INVESTMENTS

The liquidity position of your Company is fairly comfortable and therefore the surplusfunds were invested to generate returns. The Company has given loan and provided guaranteeand security to the subsidiary companies for general business purpose.

Details of loans guarantees and investments under the provisions of Section 186of the Act as on March 31 2021 are set out in Note nos. 4 9 and 35 to theStandalone Financial Statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and the same were placed before theAudit Committee and also to the Board for their approval. The Company has also obtainedomnibus approval on a yearly basis for transactions which are of repetitive nature. AllRelated Party Transactions are placed before the Audit Committee and the Board for reviewand approval on a quarterly basis. There are no materially significant related partytransactions that may have potential conflict with interest of the Company. The disclosureof related party transactions as required under Section 134(3)(h) of the Companies Act2013 is not applicable to your Company. Members may refer to note no. 35 to the standalonefinancial statement which sets out related party disclosures pursuant to IND AS.

Transactions with person or entity belonging to the Promoter/ Promoter Group whichholds 10% or more shareholding in the Company have been disclosed in the accompanyingfinancial statements.

RISK MANAGEMENT

As per requirement of the Listing Regulations Risk Management Committee has beenconstituted by the Company. The Risk Management Committee comprises of Mr. NaishadhParikh Chairman Mr. Achal Bakeri and Mr. Nrupesh Shah as Members.

The Company is aware of the risks associated with its business. It regularly analysesand takes corrective actions for managing / mitigating the same. The Company periodicallyreviews its process for identifying minimizing and mitigating risks. The Board ofDirectors of the Company have framed a risk management policy and same is being adhered toby the Company. There are no risks which in the opinion of the Board threaten theexistence of the Company. However some of the risks which may pose challenges are set outin the Management Discussion and Analysis which forms part of this Report.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard of Directors has carried out annual performance evaluation of its own performanceits committees and all directors of the Company as per the guidance notes issued by SEBIin this regard. The Nomination and Remuneration Committee has also reviewed theperformance of Board Committee and all directors of the Company as required under theCompanies Act 2013 and the Listing Regulations. i. Criteria for evaluation of Board

Criteria for evaluation of Board broadly covers the competency experiencequalification of the director diversity of the board meeting procedures strategymanagement relations succession planning functions duties conflict of interestgrievance redressal corporate culture and values governance and compliance evaluationof risks etc.

ii. Criteria for evaluation of Committee

Criteria for evaluation of committee cover mandate and composition effectivenessstructure and meetings independence of the committee from Board and contribution todecisions of the Board.

iii. Criteria for evaluation of Directors

These broadly cover qualification experience knowledge and competency ability tofunction as a team initiative attendance commitment contribution integrityindependence participation at meetings knowledge & skill personal attributesleadership impartiality etc. The Board of Directors expressed their satisfaction with theevaluation process.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors have submitted their declarations stating that they meet thecriteria of independence as specified under Section 149(6) of the Companies Act 2013 andListing Regulations as amended from time to time.

VIGIL MECHANISM

The Company has established a vigil mechanism to provide adequate safeguards againstvictimization and to provide direct access to the Chairman of the Audit Committee inappropriate cases. This mechanism is available on the website of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

During the year under review there was no significant and material order passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations in future.

PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (the Rules) are set out as Annexure - 3to the Board's Report.

The statement of disclosures and other information as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) and (3) of the Rules is forming part of thisReport. However as per second proviso to Section 136(1) of the Act and second proviso ofRule 5(3) of the Rules the Report and Financial Statement are being sent to the Membersof the Company excluding the statement of particulars of employees under Rule 5(2) of theRules. Any Member interested in obtaining a copy of the said statement may write to theCompany Secretary at the Registered Office of the Company.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has laid down internal financial controls to ensure the systematic andefficient conduct of its business including adherence to Company's policies andprocedures the safeguarding of its assets the prevention and early detection of fraudsand errors the accuracy and completeness of the accounting records and timely preparationof reliable financial information. The same is reviewed by the Statutory Auditor andInternal Auditor at regular intervals and also by the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE P ( REVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An internal Complaints Committee has been set up to redresscomplaints regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

There were no complaints received disposed of during the year under review and pendingas at the end of the financial year.

DEPOSIT

The Company has not accepted any deposit during the year under review and no unclaimeddeposits or interest was outstanding as on March 31 2021.

INSURANCE

The insurable interests of the Company including building plant & machinerystocks vehicles and other insurable interests are adequately covered.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 (3) (m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 details relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are given as Annexure - 4.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the financial year 2020-21 as stipulated underRegulation 34 of the Listing Regulations is annexed to this Report as Annexure - 5.

APPRECIATION

Your directors wish to place on record their appreciation of the contribution made byemployees at all levels to the continued growth and prosperity of your Company. Yourdirectors also wish to place on record their deep sense of appreciation to theshareholders OEMs dealers distributors service franchises CFA consumers banks andother financial institutions for their continued support.

For and on behalf of the Board

Achal Anil Bakeri
Place: Ahmedabad Chairman and Managing Director
Date: June 19 2021 DIN - 00397573

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