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Talbros Engineering Ltd.

BSE: 538987 Sector: Auto
NSE: N.A. ISIN Code: INE717E01013
BSE 00:00 | 17 May 357.40 23.70
(7.10%)
OPEN

349.80

HIGH

364.00

LOW

333.00

NSE 05:30 | 01 Jan Talbros Engineering Ltd
OPEN 349.80
PREVIOUS CLOSE 333.70
VOLUME 602
52-Week high 525.00
52-Week low 147.50
P/E 8.88
Mkt Cap.(Rs cr) 182
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 349.80
CLOSE 333.70
VOLUME 602
52-Week high 525.00
52-Week low 147.50
P/E 8.88
Mkt Cap.(Rs cr) 182
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Talbros Engineering Ltd. (TALBROSENGG) - Director Report

Company director report

To The Members

The Directors have pleasure in presenting 35h Annual Report on the businessand operations of the Company along with the audited Balance Sheet and Statement of Profit& Loss for the year ended on 31 " March 2021.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year Ended 31 "March 2021 Year Ended 31 "March. 2020
Revenue from Operations
- Sale o( Products 23087 20732
- Other Operating revenues 799 891
Total Revenue from Operations 23886 21623
Other income 51 112
Total Income 23937 21735
Profit adore Interest Depredation & Tax 2835 2006
less- Interest 585 720
Depredatior 803 783
Exceptional Items NIL ni.
Profit Betore Tax and Alter Exccptioral terns 1448 505
Less: Previous Year adjustments 6 (26)
provision for current year income-tax 391 77
Provision (or Catered Tax (16) 52
Net Profit after tax 1065 402
Net profit after lax and adjustments 1065 402
Other comprehensive income
• Hems that will not be classified to 8 (15)
profit or loss - terns that mill classified to profit or loss 3 (3)
Total Income 1076 384
EPS (Basic) 21.20 7.57
EPS (Diluted) 21.20 7.57

REVIEW OF OPERATIONS:

The Company has achieved net revenue from operations of ? 23886 Lakhs in thisfinancial year ended on 31" March 2021 as against 21623 Lakhs for the previousfinancial year. The net profit after tax for this year is ? 1065 Lakhs as compared to ?402 Lakhs for the previous financial year.

Reserves & Surplus as on 31s1 March 2021 stand at ? 6619 Lakhs asagainst the paid-up capital of ? 508 Lakhs.

DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend of ? 1.50/-per equity share of the face value of ? 10/- each (@15%) payable to those shareholderswhose name appear in the Register of Members as on the Book Closure / Record Date.

TRANSFERTO 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

The Paid up Equity Share Capital of the Company as on 31" March 2021 was ? 507.65Lakhs comprising of 5076504 Equity Shares of? 10/-each. There is no change inAuthorised Subscribed Issued and paid up capital of the Company during the year underreview.

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 theshares 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 of? 162990/- pertaining to unclaimed and unpaid dividend for the financial year 2012-13.Further 13356 corresponding shares were transferred as per the requirements of IEPFRules. The details are provided on our website www.talbrosaxles.com.

The Company has appointed Mr. Ankush Jindal Company Secretary and Compliance Officeras Nodal Officer of the Company. The details of Nodal officer are accessible atwww.talbrosaxles.com.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143"OTHERTHAN THOSE WHICH ARE REPORTABLE TOTHE 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 forthe 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 G R A B &

Associates Chartered Accountants as Internal Auditors of the Company for financialyear 2020-21. To maintain the objectivity and independence the Internal Audit teamreports to the 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 of the Company during the financial year 2020-21 stands at ? 5870Lakhs as against ? 4364 Lakhs in the previous fiscal.

BORROWINGS:

The Company's consolidated borrowings as on March 31 2021 was ? 7569 Lakhs as against? 5889 Lakhs as at March 31 2020.

CREDIT RATING:

Your Company has been assigned a rating of BBB+ (Negative outlook) for Long Term BankFacilities (Term Loans) of ? 5.59 Crores and rating of BBB+/A2 (Negative Outlook) forShort Term Bank Facilities (Fund Based Limits) availed from DBS Bank Limited Yes BankLimited HDFC Bank Limited The Hongkong and Shanghai Banking Corp. Ltd. The rating isassigned by CARE Ratings Limited.

SUBSIDIARIES:

The Company is not having any subsidiary company.

DIRECTORS:

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

During the year Mr. Vijay Kumar Sharma Executive Directorof the Company has beenre-appointed for a tenure of 5 (Five) years commencing from 01st October 2020Mr. Kuldeep Singh Bhalla Independent Non-Executive Director of the Company has beenre-appointed for a tenure of 5 (Five) years commencing from 01s1 April 2021and appointment of Mr. Sarabjeet Singh as an Independent NonExecutive Director has beenconfirmed in Annual General Meeting held on 28"' September 2020.

Mr. Vijay Kumar Sharma Executive Director is liable to retire by rotation and beingeligible offers himself for reappointment. Your Directors recommend for his reappointment.

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 incorporateGovernance 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.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with Indian Accounting Standards(Ind AS) underthe 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 I ndependentDirector under the provisions of section 149(6) of the Companies Act 2013 and underregulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The Independent Directors have also confirmed that they have included their name in databank in compliance with sub rules (1) and (2) of Rules 6 of Companies (Appointment andQualification of Directors) Rules 2014.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (Four) 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 Year2020-21.

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 3 (Three) 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 underthe provisions of section186 of Companies Act 2013. The detail of investments made by the Company is given in thenotes 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 except the impact arising out ofCOVID-19 pandemic situation.

Since fiscal 2020 was a highly volatile and challenging year COVID-19 has impactedbusiness human lives and global economy in way never imagined. As the infection caseswere rising exponentially the business has been carried out keeping in mind all safetyprotocols for employees and their families. During the multiple lockdowns levied by theregulatory authorities in early 2021 the business of the Company continued with the duepermissions and minimum staff.

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:

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated a policy on RelatedParty Transactions which can be accessed on Company's website www.talbrosaxles.com. Thepolicy intends to ensure that proper reporting approval and disclosure processes are inplace for all transactions between the Company and related parlies.

All Related Party Transactions have been placed before the Audit Committee forapproval. A Statement containing the details of all Related Party Transactions has beenplaced before the Audit Committee for its review on a quarterly basis. Pursuant toRegulation 23(9) of SEBI (LODR) Regulations 2015 related party transactions are reportedto stock exchange on a half-yearly basis.

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.

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 of31s' Annual General Meeting held on 28th September 2017 till theconclusion of 36h 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 7lh May 2018 has dispensed the requirement of ratification of StatutoryAuditors at each Annual General Meeting.

The Statutory Auditors Report for Financial Year 2020-21 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. 2021. 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 31s' March 2021 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 202018 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 ANDTHEIR 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.

Ail 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 6th August 2021 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:

ANNUAL REPORT ON CSR ACTIVITIES

1. Brief Outline of CSR Policy of the Company

Talbros Engineering Limited (TEL) is committed to high social ethical andenvironmental standards since its inception. TEL believes that an organisation should makeall decisions considering the social and environmental consequences.

With the instigation of new Companies Act 2013 (hereinafter referred to as"Act") and rules made thereunder the constitution of Corporate SocialResponsibility has been mandated with the responsibility for all the CSR works. TheSchedule VII of the Act lays down the framework and modalities of carrying out CSRactivities. Therefore the Company has to formulate a policy for the welfare andsustainable development of the society while meeting the interest of the shareholders.

Our Company TEL has also established a Talbros Charitable Trust in early 80's so as toensure help to the needy and poor people. Every year the trust donates generously to theneedy people.

Objective

The CSR Policy covers both existing and proposed activities to be undertaken by TELwithin the meaning of section 135 of the Act read with schedule VII and rules madethereunder including any amendments/ modifications/additions thereof. The major sectorswhere TEL expands its hands under CSR are as follows:

a) Contributing to the Non profit organisations engaged in promoting Organ Donationsactivities.

b) To create equitable opportunities for the under privileged children of the society.

c) Improving health care with the help of modern medical equipment.

d) Establishing modern health care facilities in villages.

e) Contributing to the non profit organisations indulged in rendering of free servicesincluding lab testing dispensary and emergency services.

f) Relief during natural disasters.

g) Career Counselling programs for the under privileged students.

h) Contribution for COVID-19 directly / through any implementing agencies

The Company is committed to discharging its social responsibility as a good corporatecitizen and to facilitate good education and medical facilities to the required citizensin society.

2. Composition of CSR Committee

S. No. Name of Director Designation / Nature of Directorship Number of meetings of CSR Committee held during the year Number of meetings of CSR Committee attended during the year
1 Mr. Vijay Kumar Sharma Executive Director (Chairman of Committee) 2 2
2 Mr. Kuldeep Singh Bhalla Independent Director (Member of Committee) 2 2
3 Mr. Sunil Kumar Independent Director (Member of Committee) 2 2

3. Web links where composition of CSR Committee CSR Policy and CSR Projects approvedby the Board are disclosed on the website of the Company

Composition: https://talbrosaxles.com/pdf/ composition-committeesl 7.pdf

CSR Policy: https://talbrosaxles.com/pdf/csr-policy.pdf

CSR Projects: https://talbrosaxles.com/about-us/ #sustainability

4. Details of Impact assessment of CSR Projects carried out in pursuance of sub-rule(3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014:

The provisions of Rule 8 of the Companies (Corporate Social Responsibility Policy)Rules 2014 are not applicable on the Company.

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7of the Companies (Corporate Social Responsibility Policy) Rules 2014 and amount requiredfor set off for the financial year if any: NIL

6. Average net profit of the Company as per Section 135(5): ? 9.79 Crores

7. (a) Two percent of average net profit of the

Company as per section 135(5): ? 19.58 Lakhs

(b) Surplus arising out of the CSR projects or programmes or activities of the previousfinancial years: ? 8.05 Lakhs(unspent amount FY 2019-20)

(c) Amount required to be setoff for the financial year if any: Nil

(d) Total CSR obligation for the financial year (7a+7b-7c): ? 27.63 Lakhs

8. (a) CSR Amount spent or unspent for the financial year:

Total Amount spent for the Financial Year (In Rs. Lakhs) Amount Unspent(ln Rs.)
Total Amount transferred to Unspent CSR Account as per section 135(6) Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
Amount Date of Transfer Name of the Fund Amount Date of transfer
27.71 NIL NA NA NIL NA

(b) Details of CSR amount spent against ongoing projects for the financial year: NotApplicable

(c) Details of CSR amount spent against other than ongoing projects for the financialyear:

(D (2) (3) () (5) (6) (7) (8)
SI. No. Name of the Project Item from the list of activities in schedule VII to the Act Local Area (Yes/No) Location of the project Amount spent for the project (In ? Lakhs) Mode of implementation Direct(Yes/No) Mode of implementation- Through Implementing agency
Stale District Name CSR registration Number
1 Education () Yes Haryana Faridabad 0.36 Yes NA
2 Education

n

Yes Haryana FaHdabad 2.00 No Chetna Welfare Society (Regd.)
3 Educalion CD No Delhi New Delhi 2.00 No RBTH Singh Memorial Charitable Hospilal Society
4 Health Care (i) No Delhi New Delhi 5.60 No Parashar Foundation. Save'a Association Milaap Breast Cancer Patients Benefit Foundation
5 Health Care (i) Yes Haryana Faridabad 1.00 Yes NA
6 Health Care (1) Yes Haryana Faridabad 2.50 No National Association tor the Blind
7 Orphanage / Old Age Home (ill) Yes Haryana Fandabad 2.00 No Saint Hardayal Education & O'phans Welfare Society
3 Orphanage / Old Age Home fill) No Delhi New Delhi 2.00 No Param Shakti Peeth
9 Health Care (i) No Gujarat Ankhleshwar 3.00 No HMP Gramya and Vokas Kalyan Foundation *
10 Animal Welfare (tv) Yes Haryana Fa'idabad 7.25 No Shri Gopal Gaushala Gow Raksha Sadan and People tor Animals Trust
TOTAL 27.71

(d) Amount spent in Administrative Overheads: NIL

(e) Amount spent in Impact Assessment if applicable: NIL

(f) Total amount spent for the Financial Year (8b+8c+8d+8e): ? 27.71 Lakhs

(g) Excess amount for set off if any: NIL

9. (a) Details of unspent CSR amount for the preceding three financial years:

SI. Preceding No. Financial Year Amount transferred to Unspent CSR Account under section 135(6){ln Rs.) Amount spent in the reporting Financial Year(ln Rs. Lakhs) Amount transferred to any fund specified under Schedule VII as per section 135(6) if any Amount remaining to be spent in succeeding financial years (In f)
Name of the fund Amount Date of Transfer
1 2019-20 NIL 8.05 NA NIL NA NIL
2 2018-19 NIL NIL NA NIL NA NIL
3 2017-18 NIL NIL NA NIL NA NIL

(b) Details of CSR amount spent in the financial year for ongoing projects for thepreceding financial year(s): Not Applicable

10. In case of creation or acquisition of capital asset furnish the detailsrelating to the asset so created or acquired through CSR spent in the financial year:

No capital asset was created / acquired for fiscal 2021through CSR spend.

11. Specify the reason(s) if the Company has failed to spend two per cent of theaverage net profit as per section 135(5): Not Applicable

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 withrule 8 of Companies (Accounts) Rules 2014 are enclosed as Annexure-A to theBoard's Report.

INFORMATION PURSUANTTO 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 Rs. Lacs)

Name of the Director Designation Remuneration paid Ratio to median remuneration
Mr. Sanjay Sharma Executive Director 12.15 6.99
Mr. Vijay Kumar Sharma Executive Director 11.78 6.78
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 Rs. Lacs)

Name of the Director/KMP Designation Remuneration for the year ended 2020-21 Remuneration for the year ended 2019-20* % change during the year
Mr. Sanjay Sharma* Executive Director 12.15 12.14 0.08
Mr. Vijay Kumar Sharma Executive Director 11.78 12.52 (5.91)
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 7.84 7.83 0.13
Mr. Kanwar Pal Pawar CFO 4.24 4.22 0.47

(c) The median remuneration of the employees has decreased by 12.27% in 2020-21 ascompared to 2019-20.

(d) The annual average increase in the salaries of employees other than managerialpersonnel during the last financial year was around 8%.The increment given to eachindividual employee is based on the employees' potential experience as also theirperformance and contributions to the Company's progress over a period of time and alsoindustry trend.

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

Financial Year No. of Employees
2019-20 221
2020-21 198

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

(g) 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 2020-21 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 has been notified on 9thDecember 2013.Underthe said Act every company is required to set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof 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 forthe 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.

Sd/- For and on behalf of the Board 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: 6th August 2021

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