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Talbros Engineering Ltd.

BSE: 538987 Sector: Auto
NSE: N.A. ISIN Code: INE717E01013
BSE 00:00 | 28 Feb 90.10 -5.25
(-5.51%)
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86.05

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90.30

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86.05

NSE 05:30 | 01 Jan Talbros Engineering Ltd
OPEN 86.05
PREVIOUS CLOSE 95.35
VOLUME 986
52-Week high 194.70
52-Week low 81.55
P/E 10.60
Mkt Cap.(Rs cr) 46
Buy Price 88.00
Buy Qty 20.00
Sell Price 97.95
Sell Qty 50.00
OPEN 86.05
CLOSE 95.35
VOLUME 986
52-Week high 194.70
52-Week low 81.55
P/E 10.60
Mkt Cap.(Rs cr) 46
Buy Price 88.00
Buy Qty 20.00
Sell Price 97.95
Sell Qty 50.00

Talbros Engineering Ltd. (TALBROSENGG) - Director Report

Company director report

To The Members

The Directors have pleasure in presenting 33rd Annual Report on the businessand operations of the Company alongwith the audited Balance Sheet and Statement of Profit& Loss for the year ended on 31st March 2019.

FINANCIAL RESULTS: (र in Lacs)
Particulars Year Ended 31st March 2019 Year Ended 31st March 2018
Revenue from Operations
- Sale of Products 25797 20469
- Other Operating revenues 1128 363
Total Revenue from Operations 26925 20832
Other Income 146 63
Total Income 27071 20896
Profit before Interest Depreciation & Tax 2540 2137
Less: Interest 682 340
Depreciation 652 491
Exceptional Items 77 NIL
Profit Before Tax and After Exceptional Items 1129 1306
Less: Previous Year adjustments 19 4
Provision for current year income-tax 290 350
Provision for Deferred Tax 100 56
Net Profit after tax 720 896
Net profit after tax and adjustments 720 896
Other Comprehensive Income
- Items that will not be classified to profit or loss 11 12
- Items that will classified to profit or loss NIL NIL
Total Income 731 908
EPS (Basic) 14.41 17.88
EPS (Diluted) 14.41 17.88

REVIEW OF OPERATIONS:

The Company has achieved net revenue from operations of र 26925 Lakhs in thisfinancial year ended on 31st March 2019 at a growth of around 29.25% asagainst र 20832 Lakhs for the previous financial year. The net profit after tax forthis year is र 720 Lakhs as compared to र 896 Lakhs for the previous financialyear.

Reserves & Surplus as on 31st March 2019 stand at र 5245 Lakhs asagainst the paid-up capital of र 508 Lakhs.

DIVIDEND:

Your Directors recommend a dividend of र 1.5/- per share (15%) for the financialyear 2018-19. This dividend payout if approved in the forthcoming Annual General Meetingwill result in outflow of र 76 Lacs excluding Dividend Distribution Tax.

The register of Members and Share Transfer Books will remain closed on Monday 23rdSeptember 2019 for the purpose of payment of final dividend for the financial year endedMarch 31 2019 and the AGM. The AGM is scheduled to be held on Monday 30thSeptember 2019

TRANSFER TO GENERAL RESERVE:

Your Directors do not propose transfer to the general reserves and it is proposed to beretained in the profit and loss account.

SHARE CAPITAL

There is no change in Authorised Subscribed Issued and paid up capital of the Companyduring the year under review.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 all unpaid and unclaimeddividends are required to be transferred by the Company to IEPF established by theGovernment of India after completion of seven years. Further according to the Rules the shares on which dividend has not been paid or claimed by the shareholders for sevenconsecutive years or more shall also be transferred to demat account of the IEPFAuthority. Accordingly the Company has transferred the unclaimed and unpaid dividends ofर 115545/-pertaining to unclaimed and unpaid dividend for the financial year2010-11. Further 34207 corresponding shares were transferred as per the requirements ofIEPF Rules. The details are provided on our website www.talbrosaxles.com.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143"OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT"

No matters of actual or alleged fraud has been reported by the auditors undersub-section 12 of Section 143 of Companies Act 2013.

LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited whereyour Company's shares are listed.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a proper Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has appointed M/s Harshit Bansal &Associates Chartered Accountants as Internal Auditors of the Company for financial year2018-19. To maintain the objectivity and independence the Internal Audit team reports tothe Chairman of the Audit Committee of the Board and to the President/COO.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internalcontrol system in the company accounting procedures and policies. Based on the internalaudit report the Company undertake corrective action in their respective areas andthereby strengthen the control.

MARKETING AND EXPORT:

The export sales have registered a growth to र 5207 Lakhs in financial year2018-19 as against र 4212 Lakhs in previous year. Thus showing an increase of23.62% as compared to previous fiscal year.

RATING:

Your Company has been assigned a rating of A- (Stable) for Long Term Bank Facilities(Term Loans) of र 19.61 Crores and rating of A2+ for Short Term Bank Facilities (FundBased Limits) availed from DBS Bank Limited Yes Bank Limited HDFC Bank Limited TheHongkong and Shanghai Banking Corp. Ltd. The rating is assigned by CARE Ratings Limited.

SUBSIDIARIES:

The Company is not having any subsidiary company.

DIRECTORS:

The Board of Directors consists of executive and non-executive directors includingindependent directors who have wide and varied experience in different disciplines ofcorporate functioning.

During the year Mr. Sanjay Sharma has been appointed as an Additional ExecutiveDirector w.e.f. 01st November 2018 pursuant to the provisions of section 161of the Companies Act 2013 who shall hold the office of Director upto the Ensuing GeneralMeeting. However the Nomination and Remuneration Committee has recommended forconfirmation of his appointment in ensuing General Meeting. Mr. Vijay Kumar SharmaExecutive Director is liable to retire by rotation and being eligible offers himself forre-appointment. Your Directors recommend for his re-appointment.

Pursuant to section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany during the year are Mr. Vijay Kumar Sharma Executive Director Mr. Sanjay SharmaExecutive Director Mr. Kanwar Pal Pawar Chief Financial Officer and Mr. Ankush JindalCompany Secretary.

COMPOSITION OF COMMITTEES

The Composition of all Committees formed by the Board is provided in CorporateGovernance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company as required under Schedule IV of the Companies Act 2013 and ListingRegulations has made arrangements to facilitate the Independent Directors to familiarizewith the operations of the Company their roles rights responsibilities as Directors ofthe Company considering the nature of the Industry in which the Company operates businessmodel of the Company etc. The above aspect can be accessed on websitewww.talbrosaxles.com. During the year 2018-19 Mr. Sunil Kumar and Ms. Priyanka Khattarhave been re-appointed as an Independent Non-Executive Directors of the Company for aconsecutive term of 5 (Five) years effective from 1st April 2019.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accrual basis. The Ind AS are prescribedunder section 133 of Companies Act 2013 read with Rule 3 of the Companies (IndianAccounting Standards) Rules 2015 and Companies (Indian Accounting Standards) AmendmentRules 2016 effective from April 2016 the Company has adopted all the Ind AS standardsand the adoption was carried out in accordance with applicable transition guidance.

The directors confirm that:

(i) In preparation of the annual accounts the applicable accounting standards havebeen followed along with the proper explanation relating to material departures;

(ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that were 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 that period;

(iii) They have taken proper and sufficient care for the maintenance of adequateaccounting records for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and

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

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of section 149(6) of the Companies Act 2013 and underregulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the financial year under review the details ofwhich are given in the Corporate Governance Report that forms part of this Annual Report.The intervening gap between any two meetings was within the period prescribed under theCompanies Act 2013.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act 2013 and Regulation 25(3) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 and as per Guidance Noticeissued by SEBI the Board has carried out annual performance evaluation for Financial Year2018-19.

Independent Directors at their meeting without the participation of the Non-IndependentDirectors and Management considered / evaluated the Boards' performance assessed thequality quantity and timeliness of flow of information between the Company Management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.

The Board subsequently evaluated its own performance the working of its committees(Audit Nomination and Remuneration Committee Stakeholders Relationship Committee andCorporate Social Responsibility Committee) and Independent Directors (withoutparticipation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate GovernanceReport attached to this report.

REGISTERED OFFICE

The Registered Office address of the Company is Plot No. 74-75-76 Sector 6 FaridabadHaryana – 121 006.

POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company's policy on director's appointment and remuneration and other matterspursuant to section 178(3) of the Companies Act 2013 has been disclosed in CorporateGovernance Report which forms part of this report.

CODE OF CONDUCT:

The Board of Directors has approved a code of conduct applicable to the members of theBoard principal executive officers principal financial officers principal accountingofficers or controllers and all senior management of the Company. The code has been titledas "Code of Ethics for Designated Persons". The same has been posted on thewebsite of the Company www.talbrosaxles.com.

The code lays down as standard procedure for efficient working of designated employeesand to build a transparency between the management and stakeholders of the Companycompliance with governmental laws rules and regulations.

The Designated employees have confirmed the compliance with the code of conduct.

AUDIT COMMITTEE:

The Audit Committee consists of 3 (Three) Directors with Independent Director aschairman. During the year 4 (Four) meetings of the committee were held. The responsibilityand duties of Audit Committee have been detailed in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee consists of 3 (three) Non ExecutiveDirectors. During the year 2 (Two) meetings have been held. The key areas of Committeehave been detailed in Corporate Governance Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The Company has not given any loan or guarantees covered under the provisions ofsection 186 of Companies Act 2013. The detail of investments made by the Company is givenin the notes to the financial statements.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review there has been no change in the nature of business of theCompany.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There has been no material changes and commitments which affect the financial positionof the Company which have occurred between the end of the financial year to which thefinancial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts whichwould impact the future operations / going concern status of the Company.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the company with promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Information on transaction with related partiespursuant to section 134(3)(h) of Companies Act 2013 read with rule 8(2) of Companies(Accounts) Rules 2014 are given in form AOC-2 and the same forms part of this report.Policy on dealing with related party transactions is available on the Company's website atwww.talbrosaxles.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.

The policy inter alia provided direct access to the Vice Chairman and CFO of theCompany. The Vice Chairman and CFO can approach and discuss the matter with Chairman orAudit Committee as they deem fit.

Your Company affirms that no complaints have been received during the year underreview.

STATUTORY AUDITORS:

M/s DSRV and Co. LLP Chartered Accountants (Firm registration number 006993N) wasappointed as Statutory Auditors of the Company to hold the office from the conclusion of31st Annual General Meeting held on 28th September 2017 till theconclusion of 36th Annual General Meeting to be held in year 2022 subject tothe ratification by shareholders at every Annual General Meeting or as may be necessitatedby the Act from time to time. The Ministry of Corporate Affairs vide their notificationdated 7th May 2018 has dispensed the requirement of ratification of StatutoryAuditors and each Annual General Meeting.

The Statutory Auditors Report for Financial Year 2018-19 on the financial statement ofthe Company forms part of this Annual Report. There are no qualifications reservations oradverse remarks made by the Statutory Auditors in their audit report on the financialstatements for the year ended on 31st March 2019. The observations of theStatutory Auditors are self-explanatory and therefore Directors don't have any furthercomments on the same.

SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITOR:

The Company has appointed M/s Anuj Gupta & Associates Company Secretaries to holdthe office of Secretarial Auditors and to conduct the Secretarial Audit pursuant tosection 204 of Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The Secretarial Audit Report for the financial yearended on 31st March 2019 is being attached with the Director's Report asAnnexure – B which is self explanatory and needs no comments.

Pursuant to recent amendments in Listing Regulations read with SEBI circular NO.LIST/COMP/14/2018 dated June 20 2018 a certificate from M/s Anuj Gupta & AssociatesCompany Secretary in Practice that none of the Directors on the Board of the Company havebeen debarred or disqualified from being appointed or continuing as directors of Companiesby the SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed toCorporate Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company complied with all applicable Secretarial Standards.

COST AUDITOR'S AND THEIR REPORT:

Cost Audit is not applicable on the product being manufactured by the Company.

INSURANCE AND RISK MANAGEMENT:

The assets of the Company are adequately insured against the loss of fire burglary andother risks which are considered necessary by the management and suggested by the bankersof the Company.

PREVENTION OF INSIDER TRADING:

The Company has formulated and adopted code for prevention of insider trading. The samehas also been published on the website of the Company.

The code inter alia contains the formalities / pre clearance required for dealing incompany's shares and prohibits the sale or purchase by the Directors and designatedemployees while in possession of the unpublished price sensitive information and duringthe closure of trading window. The Board is responsible for implementation of the code.

All the directors and designated employees have confirmed compliance with the code.

DEPOSITS:

The Company has not accepted any deposits under Chapter V of the Companies Act 2013during the year.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and following to theguidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company hasimplemented all of its major stipulations as applicable to the Company. The StatutoryAuditor's Certificate dated 5th August 2019 in accordance with SEBI (ListingRegulations) 2015 and report on Corporate Governance is annexed to and forming part ofthe Director's Report.

Mr. Tarun Talwar Chief Operating Officer and Mr. Kanwar Pal Pawar Chief FinancialOfficer have given a certificate to the Board as contemplated in Regulation 17(8) andSchedule V of SEBI (Listing Regulations) 2015.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to discharging its social responsibility as a good corporatecitizen. As part of its social responsibility the Company has contributed to various NGOsfor promoting good education contribution for softwares and hardwares required forproviding good knowledge and education to the childrens.

Further the Company has also contributed to certain NGOs namely Savera Associationengaged in promotion of health in rural areas where people lack the right guidance forregular health check-ups & proper treatment. The company has contributed towardsmedicines in their clinics and running costs of their mobile health clinics and LilyFoundation engaged in prevention of human trafficking in India.

The Company has also contributed to NGO namely People for animals trust to providebetter care to the animals and providing shelter to them and HMP Gramya Vikas and KalyanFoundation who are indulged in providing regular health check up camps in slum and ruralareas. Further the company has paid school fees and amount for books for under privilegedstudents and contributed water coolers to schools for providing safe drinking water tostudents.

The Board provided a brief outline of the Company's CSR Policy including the statementof intent reflecting the ethos of the Company broad areas of CSR interest and an overviewof activities proposed to be undertaken. The CSR policy has been hosted on the website ofthe Company.

The present Composition of the CSR committee is:

1. Mr. Vijay Kumar Sharma Executive Director

2. Mr. Kuldeep Singh Bhalla Independent Director

3. Mr. Sunil Kumar Independent Director

The average net profit of the company for last three (3) financial years is र 9.47Crores (approx). The threshold limit (2%) and total proposed spending on CSR for thefinancial year 2018-19 is र 22.30 Lacs (approx) (inclusive of unspent amount for year2017-18).

The total amount spent by the Company in year 2018-19 is र 22.35 Lakhs (Approx.).

The details of CSR activities / projects undertaken during the financial year underreview are as follows:

S. No. CSR Project/activity identified Sector in which the project is covered Projects/ Programs Local area/others Amount outlay (budget) project or programs wise (र in Lakhs) Amount spent on the project/ Program (र In Lakhs) Cumulative expenditure upto the date of reporting period (र in Lakhs) Amount Spent: Direct or through implementing agency (र in Lakhs)
1 Promoting Education Haryana 2.50 2.50 2.50 2.50
Andhra Pradesh 2.00 2.00 2.00 2.00
Uttar Pradesh 0.12 0.12 0.12 0.12
Faridabad 1.50 1.50 1.50 1.50
2 Eradicating Hunger Eradicating Hunger Uttarakhand 2.00 2.00 2.00 2.00
3 Promoting Education Education & New Delhi 5.00 5.00 5.00 5.00
and Health Care Healthcare Haryana 1.16 1.16 1.16 1.16
4 Orphange/ Old Age Orphange/ Old Haryana 1.00 1.00 1.00 1.00
Homes Age Homes Faridabad 1.25 1.25 1.25 1.25
5 Promoting Health Care Health Care Gujarat 3.00 3.00 3.00 3.00
New Delhi 0.10 0.10 0.10 0.10
6 Animal Welfare Animal Welfare Faridabad 2.75 2.73 2.73 2.73
22.38 22.36 22.36 22.36

* Details of Implementing Agency: RBTH Singh Memorial Charitable Hospital SocietySavera Association Lily Foundation Gene Campaign Sh. Gobind Ram Arya Sen. Sec. SchoolFuel A Dream Shri Madhav Jan Sewa Nayas Gow Raksha Sadan Chetna Welfare SocietyChhatravas Chandra Arya Vidya Mandir People or Animals Trust Saint Hardayal Educationand Orphans Welfare Society and HMP Gramya Vikas and Kalyan Foundation.

The CSR Committee of the Company confirms that the implementation and monitoring of CSRpolicy is in compliance with CSR objectives and policy of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under Schedule V of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 is annexed and forming partof the Directors' Report.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:

The particulars prescribed under section 134(3)(m) of

Companies Act 2013 read with rule 8 of Companies (Accounts) Rules 2014 are enclosedas Annexure – A to the Board's Report.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

Pursuant to the provisions of Section 197(12) of Companies Act 2013 and rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thedisclosures and details as required to be annexed to the Board's Report are providedhereunder:

(a) Ratio of remuneration of each director to the median remuneration of employees ofthe Company

(Amount in र Lacs)
Name of the Director Designation Remuneration paid Ratio to median remuneration
Mr. Sanjay Sharma Executive Director (From 01.11.2018) 4.86 2.98
Mr. Vijay Kumar Sharma Executive Director 11.60 7.10
Mr. Kuldeep Singh Bhalla Independent Director 0.05 Only Sitting fees paid
Mr. Sunil Kumar Independent Director 0.05 Only sitting fees paid
Ms. Priyanka Khattar Independent Director 0.05 Only sitting fees paid

(b) Percentage increase in remuneration of Directors and KMPs

(Amount in र Lacs)
Name of the Director/KMP Designation Remuneration for the year ended 2018-19 Remuneration for the year ended 2017-18 % change during the year
Mr. Sanjay Sharma* Executive Director 4.86 6.40 NA
Mr. Vijay Kumar Sharma Executive Director 11.60 10.54 10.06
Mr. Sunil Kumar Independent Director 0.05 0.05 0.00
Ms. Priyanka Khattar Independent Director 0.05 0.05 0.00
Mr. Kuldeep Singh Bhalla Independent Director 0.05 0.05 0.00
Mr. Ankush Jindal Company Secretary 7.07 6.56 7.77
Mr. Kanwar Pal Pawar CFO 3.92 3.81 2.89

* Mr. Sanjay Sharma has resigned from the post of Executive Director w.e.f. 14thNovember 2017. Further he has re-joined the Company w.e.f. 01st November2018.

(c) The median remuneration of the employees has increased by 6.66% in 2018-19 ascompared to 2017-18.

(d) Number of permanent employees on the rolls of the Company.

Financial Year No. of Employees
2017-18 262
2018-19 241

(e) We affirm that the remuneration paid to Directors Key Managerial Personnel's andemployees is as per the remuneration policy of the Company.

(f) The details pursuant to the provisions of Section 197(12) and Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Remuneration) Rules 2014 asamended from time to time pertaining to top ten employees in terms of remuneration drawnand employees drawing remuneration of more than One Crore and Two Lakhs Rupees during theyear will be available for inspection at the Registered Office of the Company during theworking hours as and when requested by any shareholder in terms of section 136 ofCompanies Act 2013.

CORPORATE GOVERNANCE CERTIFICATE:

The Compliance Certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in SEBI (Listing Regulations) 2015 has been annexed tothis report.

EXTRACTS OF THE ANNUAL RETURN:

The Extracts of the Annual Return for the year 2018-19 being attached with theDirectors Report as Annexure–C

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

The Company has adopted a policy and constituted a committee for prevention of SexualHarassment of Women at workplace. During the year Company has not received any complaintof harassment.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the overwhelmingco-operating and assistance received from the investors customers business associatesbankers vendors as well as regulatory and governmental authorities. Your Directors alsothank the employees at all levels who through their dedication co-operation supportand smart work have enabled the Company to achieve rapid growth.

For and on behalf of the Board
Sd/- Sd/-
Vijay Kumar Sharma Sanjay Sharma
Executive Director Executive Director
DIN: 06394784 DIN: 06394774
R/o H.No. 309 Sector 3 R/o H.No. 1002 Sector 8
Faridabad Haryana Faridabad Haryana
Place: Faridabad
Date: 5th August 2019