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Time Technoplast Ltd.

BSE: 532856 Sector: Industrials
NSE: TIMETECHNO ISIN Code: INE508G01029
BSE 00:00 | 29 Sep 102.75 -0.10
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OPEN 103.05
PREVIOUS CLOSE 102.85
VOLUME 56073
52-Week high 125.90
52-Week low 63.10
P/E 21.77
Mkt Cap.(Rs cr) 2,323
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 103.05
CLOSE 102.85
VOLUME 56073
52-Week high 125.90
52-Week low 63.10
P/E 21.77
Mkt Cap.(Rs cr) 2,323
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Time Technoplast Ltd. (TIMETECHNO) - Director Report

Company director report

To The Members

Your Directors are pleased to present the 31st Annual Report of TimeTechnoplast Limited ("the Company") along with the Audited Financial Statementsfor the Financial Year ended March 31 2021.

FINANCIAL RESULTS:

(Rs. in Mn.)

Particulars Standalone Consolidated
2021 2020 2021 2020
i. Revenue from Operations 17254.60 21409.10 30049.20 35780.34
ii. Profit before Interest Depreciation & Tax 2187.35 2935.81 3909.62 5011.61
iii. Interest & Finance Cost 562.49 634.12 977.47 1081.98
iv. Depreciation 930.23 947.17 1509.98 1562.14
v. Profit before Tax 694.62 1354.52 1422.17 2367.49
vi. Tax Expenses 182.18 377.22 363.83 617.36
vii. Profit for the Year 512.45 977.30 1058.34 1750.13

Note: The results for full year ended March 31 2021 are not comparable to previousyear due to the Covid-19 impact.

STATE OF COMPANY'S AFFAIRS:

Consolidated

Net Revenue from operations for the consolidated entity stood at Rs. 30049.20 Mn. asagainst Rs. 35780.34 Mn. in the previous year de-growth of 16.02 %. However the NetProfit stood at Rs. 1058.34 Mn. as compared to the previous year Rs. 1750.13 Mn.

Standalone:

Net Revenue from operations for the standalone entity stood at Rs. 17254.60 Mn. asagainst Rs. 21409.10 Mn. in the previous year de-growth of 19.41 %. However the NetProfit stood at Rs. 512.45 Mn. as compared to the previous year Rs. 977.30 Mn.

COVID-19 and its impact:

The Company's operations and financial results for the year ended March 31 2021 havebeen adversely impacted by the outbreak of COVID-19 pandemic and the consequentnationwide/local lockdown imposed by the Government of India/State Government. The companyhas resumed manufacturing operations of essential products since last week of April 2020/mid May 2020 with available manpower after taking requisite permissions from Governmentauthorities and abiding by social distancing norms and taking maximum possible safetyprecautions. In view of recent surge in Covid-19 cases few states reintroduced somerestrictions and the Company continues to be vigilant and cautious. The management hasconsidered the possible effects that may result from the pandemic on therecoverability/carrying value of its assets which does not have any significant impact oncarrying value of its assets. However the impact of the pandemic could be different fromthat estimated at the date of approval of these Financial Results. Considering thecontinuing uncertainties the company will continue to closely monitor any materialchanges to future economic conditions.

Dividend:

The Board of Directors has recommended a Dividend of ? 0.70 per share (previous year ?0.95 per share) on Face Value of Rs. 1 each for the Financial Year ended March 31 2021.The Final Dividend entails cash outflow of Rs. 158.30 Mn (previous year Rs. 214.84 Mn.).Dividend is subject to approval of members at the ensuing Annual General Meeting ('AGM')and shall be subject to deduction of income tax at source.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the Listing Regulations") the Dividend Distribution Policyduly approved by the Board is available on the website of the Company and can be accessedat www.timetechnoplast.com/pdf/shareholder-centre/policies/TTL-Dividend-Distribution-Policy.pdf

Transfer to Reserves:

The Board of Directors has decided to retain the entire amount of profits for FY2020-21 in the Profit and Loss account. SHARE CAPITAL:

The Paid up Equity Share Capital of the Company as on March 31 2021 was Rs.226146750 comprising of 226146750 equity shares of Rs. 1/- each. During the year underreview your Company has neither issued any shares with differential voting rights nor hasgranted any stock options.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

As on 31st March 2021 the Company has below mentioned Subsidiaries andAssociate Companies:

Sr No. Name of the Company Country Relation % of shares held
1 TPL Plastech Limited India Subsidiary 75.00
2 NED Energy Limited India Subsidiary 97.04
3 Elan Incorporated FZE Sharjah (UAE) Subsidiary 100.00
4 Kompozit Praha S R O Czech Republic Subsidiary 96.20
5 Ikon Investment Holdings Limited Mauritius Subsidiary 100.00
6 GNXT Investment Holding PTE Ltd Singapore Subsidiary 100.00
7 Schoeller Allibert Time Materials Handling Solutions Limited India Subsidiary 100.00
8 Schoeller Allibert Time Holding Pte. Ltd. Singapore Subsidiary 50.10
9 Time Mauser Industries Private Limited India Associate (Joint Venture) 49.00

The Company does not have any material subsidiary.

The Company's policy for determining material subsidiaries as amended from time totime approved by the Board is uploaded on the Company's website at https://www.timetechnoplast.com/pdf/shareholder-centre/policies/policy-for-determining-material-subsidiaries.pdf

Financial Performance:

A separate statement containing the salient features of financial statements ofsubsidiaries associates joint venture companies of the Company in the prescribed FormAOC-1 forms part of Consolidated Financial Statements ("CFS") in compliance withSection 129(3) and other applicable provisions if any of the Act read with Rules.

COSOLIDATED FINANCIAL STATEMENTS:

In accordance with the applicable provisions of the Act Regulation 33 of the ListingRegulations and applicable Accounting Standards the Audited Consolidated FinancialStatements of the Company for the financial year 2020-21 together with the Auditors'Report form part of this Annual Report.

Pursuant to Section 136 of the Companies Act 2013 the Audited Financial Statementsincluding the consolidated financial statements & related information of the Company& Audited Accounts of its Subsidiary Companies are available on the website www.timetechnoplast.com.These documents will also be available for inspection during business hours at theCorporate Office of the Company on all the working days upto the date of the AGM. Anymember desirous of obtaining a copy of the said financial statement may write to theCompany Secretary at the Corporate Office of the company.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the Financial Year underreview were on an Arm's Length basis and in the ordinary course of business and are incompliance with the applicable provisions of the Act and the Listing Regulations. Therewere no materially significant Related Party Transactions made by the Company during theyear that required shareholders' approval under Regulation 23 of the Listing Regulations.All Related Party Transactions are placed before the Audit Committee for prior approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature or such that the need for these transactions cannot be foreseen inadvance.

The details of the transactions with related parties are provided in the accompanyingfinancial statements.

The Company in terms of Regulation 23 of the Listing Regulations submits within 30 daysfrom the date of publication of its standalone and consolidated financial results for thehalf year disclosures of related party transactions on a consolidated basis in theformat specified in the relevant accounting standards to the stock exchanges.

The policy on determining materiality of related party transactions and dealing withrelated party transactions as approved by the Board is available on the Company's websiteat www.timetechnoplast.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Naveen Jain (DIN: 00183948) Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re- appointment.

The aforesaid re-appointment with a brief profile and other related information ofDirectors seeking re-appointment forms part of the Notice convening the Annual GeneralMeeting and the Directors recommend the said re-appointment for your approval.

B) INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act the Independent Directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI Listing Regulations 2015. There has been no change in the circumstancesaffecting their status of Independent Directors of the Company.

The Independent Directors have also given declaration of compliance with Rules 6(1) and6(2) of the Companies (Appointment and Qualification of Directors) Rules 2014 withrespect to their name appearing in the data bank of Independent Directors maintained byThe Indian Institute of Corporate Affairs Manesar ("IICA").

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of finance peoplemanagement strategy auditing tax and marketing; and they hold highest standards ofintegrity.

None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment andQualification of Directors) Rules 2014. Terms and conditions of appointment ofIndependent Directors are placed on the Company's website at www.timetechnoplast.com

The details of Familiarization Programme imparted to the Directors are given inCorporate Governance Section of this Annual Report.

C) KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act the following are the Key Managerial Personnel ofthe Company:

- Mr. Anil Jain Managing Director

- Mr. Bharat Kumar Vageria Whole Time Director - Finance & CFO

- Mr. Raghupathy Thyagarajan Whole Time Director - Marketing

- Mr. Naveen Jain Whole Time Director - Technical

- Mr. Manoj Kumar Mewara Sr. VP Finance & Company Secretary

D) COMMITTEES OF THE BOARD:

The Company has Seven Board Committees as on March 31 2021:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

4) Risk Management Committee

5) Corporate Social Responsibility Committee

6) Committee of Directors

7) Compensation Committee

During the year all recommendations made by the committees were approved by the Board.

Details of all the committees along with their main terms composition and meetingsheld during the year under review are provided in the Report on Corporate Governance apart of this Annual Report.

E) NOMINATION AND REMUNERATION POLICY:

The Company has adopted a Policy on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directormanner of performance evaluation of the Board its Committees and the Directors and suchother matters as provided under Section 178 of the Act and Listing Regulations.

The salient features of the Nomination and Remuneration Policy of the Company areoutlined in the Corporate Governance Report which forms part of this Annual Report. ThePolicy is also available on the website of the Company www.timetechnoplast.com

F) PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out an Annual Evaluation of its own performance performance of the Directors andthe Committees based on the evaluation criteria specified by Nomination and RemunerationCommittee (NRC).

A detailed questionnaire was prepared by the Company and circulated to the Board forevaluation of performance of Board and Committees based on criteria such as Composition ofBoard/Committee effectiveness practices followed functioning information processesetc. The response of members of the Board was recorded by dully filled-in questionnaires.The Board of Directors expressed their satisfaction with the evaluation process.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.

G) NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met four (4) times through virtual meetingsduring the previous financial year on 29th June 2020 29th August2020 10th November 2020 and 12th February 2021. The particularsof attendance of the Directors at the said meetings are detailed in the CorporateGovernance Report of the Company which forms a part of this Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

H) REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT:

The remuneration paid to the Directors Key Managerial Personnel and Senior Managementis in accordance with the Nomination and Remuneration Policy formulated in accordance withSection 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations.Further details on the same are given in the Corporate Governance Report which forms partof this Annual Report.

AUDITORS:

A) STATUTORY AUDITORS:

M/s. Shah & Taparia Chartered Accountants Mumbai (Firm Registration No. 109463W)and M/s. Shah Khandelwal Jain & Associates Chartered Accountants Mumbai (FirmRegistration No. 142740W) were appointed as the Joint Statutory Auditors of the Company atthe 27th AGM of the Company held on September 29 2017 to hold office from theconclusion of the said meeting till the Conclusion of the AGM to be held for Financialyear 2021-2022 subject to ratification by members at every Annual General Meeting of theCompany. The requirement of seeking ratification of the Members for continuance of theirappointment has been withdrawn consequent upon the changes made by the Companies(Amendment) Act 2017 with effect from May 07 2018. Hence the resolution seekingratification of the Members for their appointment is not being placed at the ensuing AGM.

M/s. Shah & Taparia and M/s. Shah Khandelwal Jain & Associates have furnisheda certificate of their eligibility and consent under Section 139 and 141 of the Act andthe Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of theCompany for the FY 2021-22. In terms of the Listing Regulations the Auditors haveconfirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The notes on the Audited Financial Statements referred to in the Auditor's Report areself explanatory and hence do not call for any further comments.

The Auditor's Report does not contain any qualifications reservations adverse remarksor disclaimer.

B) COST AUDITOR:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended the cost records maintained by the Company arerequired to be audited. The Board of Directors on the recommendation of the AuditCommittee had appointed M/s Darshan Vora & Co. Cost Accountants for conducting thecost audit of the Company for FY 2021-22.

M/s. Darshan Vora & Co. have confirmed that their appointment is within the limitsof Section 141(3)(g) of the Companies Act 2013 and Rules made thereunder and have alsocertified that they are free from any disqualifications specified under Section 141(3) andproviso to Section 148(3) read with Section 141(4) of the Act.

As required under the Companies Act 2013 the remuneration payable to the CostAuditors is required to be ratified by the members of the Company. Accordingly resolutionseeking members' ratification for remuneration to be paid to Cost Auditors is included inthe Notice convening the 31st Annual General Meeting.

Further the Board hereby confirms that the cost records specified by the CentralGovernment as per Section 148(1) of the Companies Act 2013 and rules made thereunderhave been made and maintained.

C) SECRETARIAL AUDITOR:

In accordance to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Company hadappointed M/s. Arun Dash & Associates Practicing Company Secretaries (Membership No.F9765 & C P No. 9309) to conduct Secretarial Audit for the financial year 2020-21. TheReport of the Secretarial Auditor is annexed hereto as Annexure-B.

The Secretarial Audit Report for the Financial Year ended March 31 2021 do notcontain any qualification or reservation or adverse remarks.

ANNUAL RETURN:

The Annual Return of the Company as on 31st March 2021 in Form MGT - 7 inaccordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Rules 2014 is available on the website of the Company at www.timetechnoplast.com

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-D.

PARTICULARS OF EMPLOYEES:

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure-A to this Report.

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and forming part of the Boards' Report for the year ended 31stMarch 2021 is given in the separate Annexure of this Report. The Annual Report excludingthe aforesaid Annexure is being sent to the Members of the Company in terms with theprovision of Section 136 of the Companies Act 2013. Members who are interested inobtaining these particulars may write to the Company Secretary at the Corporate Office ofthe Company. The aforesaid Annexure is also available for inspection by Members at theCorporate Office of the Company 21 days before the 31st Annual General Meetingand up to the date of the ensuing Annual General Meeting during the business hours onworking days.

PARTICULARS OF EMPLOYEES STOCK OPTION SCHEME (ESOS):

The Stock Options have been granted to the employees under ESOP -2017. The said schemeis in compliance with the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 ('SEBI Regulations') as amended from time to time. The detailsand disclosures with respect to ESOS/ ESPS as required under SEBI Regulations are providedon the website of the Company and web link for the same is http://www.timetechnoplast.com.

LOANS GUARANTEES & INVESTMENTS:

The particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Act have been disclosed in the Financial Statement forming part ofAnnual Report.

PUBLIC DEPOSITS:

During the year under review your Company has neither accepted nor renewed anydeposits from the public within the meaning of Section 73 of the Act and the Companies(Acceptance of Deposits) Rules 2014.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 of the Act:

a) in the preparation of the annual Financial Statements for the year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any.

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 31 2021 and of the profit ofthe Company for the year ended on that date.

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

d) the Directors have prepared the annual accounts on a going concern basis.

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

AUDIT COMMITTEE:

Details of the Composition role and responsibilities of the Audit Committee theparticulars of meetings held and attendance of the Members at such Meetings are given inthe Report on Corporate Governance which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In line with Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 the Company has constituted a CSR Committee andadopted a CSR Policy based on the recommendation of the CSR Committee. The CSR Policy ofthe Company is available on the Company website at www.timetechnoplast.com

The composition of the CSR Committee is disclosed in the Corporate Governance Reportwhich forms part of this Annual Report. The report on CSR activities undertaken during theyear by the Company in accordance to the Companies (Corporate Social Responsibility)Rules 2014 is annexed to this Report at Annexure-C.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate Section forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT:

Regulation 34(2) of the SEBI Listing Regulations 2015 as amended inter aliaprovides that the annual report of the top 1000 listed entities based on marketcapitalisation (calculated as on 31st March of every financial year) shallinclude a Business Responsibility Report (BR Report).

Since your Company is one of the top 1000 listed entities as on 31st March2021 the Company as in the previous years has presented its BR Report for FY 2020-21which is part of this Annual Report.

CORPORATE GOVERNANCE:

The Company's philosophy is based on the values of transparency customer satisfactionintegrity professionalism and accountability. The Company adheres to corporate culture ofintegrity and consciousness. Corporate Governance is a journey for constantly improvingsustainable value creation.

As required under the provisions of Regulation 34(3) read with Schedule V of the SEBIListing Regulations a separate report on Corporate Governance forms part of this AnnualReport together with a Certificate from the Auditors of the Company regarding complianceof conditions of Corporate Governance.

VIGIL MECHANISM/WHISTLE BLOWER'S POLICY:

The Company believes in conducting its affairs in a fair and transparent manner byadopting the highest standards of professionalism honesty integrity and ethicalbehavior. In order to achieve the same the Company has formulated a Whistle Blowers'Policy to provide a secure environment and to encourage all employees and Directors of theCompany to report their concerns about unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct. The Policy provides for adequate safeguardsagainst victimization of employees who avail of the mechanism and provides to employeesdirect access to the Chairman of the Audit Committee. It is affirmed that no personnel ofthe Company have been denied access to the Audit Committee. The Whistle Blower Policy hasbeen posted on the Website of the Company at www.timetechnoplast.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

As per the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 ("Prevention of Sexual Harassment Act")the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace forprevention prohibition and redressal of sexual harassment at workplace and an InternalComplaints Committees has also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all ofits employees. The Company periodically conducts sessions for women employees across theorganization to build awareness about the Policy and the provisions of Prevention ofSexual Harassment Act.

Detailed disclosure required as per Section 21 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 is as follows:

Number of complaints of Sexual harassment received in the year Nil
Number of complaints disposed off during the year Nil
Number of cases pending for more than ninety days Nil
Number of workshops or awareness programme against sexual harassment carried out 4
Nature of action taken by the employer or district officer NA

RISK MANAGEMENT POLICY:

The Company is committed to high standards of business conduct and sound riskmanagement to:

• Protect the Company's assets

• Safeguard shareholder investment

• Avoid major surprises relating to overall control environment

• Achieve sustainable business growth

• Ensure compliance with applicable legal and regulatory requirements.

The Company has constituted a Risk Management Committee which has been entrusted withthe responsibility to assist the Board in formulating Company's Risk Management Policy foridentification assessment analysis mitigation and prevention of various risksassociated with the business of the Company.

The Board has adopted the policy to mitigate inherent risks and help accomplish thegrowth plans of the Company. The Board reviews the same periodically and suggests measuresto mitigate and control these risks.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

a) Transfer of unclaimed dividend to IEPF:

As required under Section 124 of the Act the Unclaimed Dividend amount aggregating toRs. 171603/- lying with the Company for a period of seven years were transferred duringthe year 2020-21 to the Investor Education and Protection Fund (IEPF) established by theCentral Government.

b) Transfer of shares to IEPF:

As required under Section 124 of the Act 853 equity shares in respect of whichdividend has not been claimed by the members for seven consecutive years or more havebeen transferred by the Company to the Investor Education and Protection Fund Authority(IEPF) during the Financial Year 2020-21. Details of shares transferred to IEPF have beenuploaded on the Website of IEPF as well as the Company.

MATERIAL CHANGES AND COMMITMENT - IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANYFROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There has been no material change and commitment affecting the financial performanceof the Company which occurred between the end of the Financial Year of the Company towhich the financial statements relate and the date of this Report.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.

INTERNAL FINANCIAL CONTROLS:

Your Company has clearly laid down policies guidelines and procedures that form partof internal control systems which provide for checks and balances. The Company hasmaintained a proper and adequate system of internal controls. The system is designed toprovide a reasonable degree of assurance regarding the effectiveness and efficiency ofoperations the reliability of financial controls and compliance with applicable laws andregulations. The organisation is well structured and the policy guidelines are welldocumented with predefined authority where monetary decision is involved. Structuredmanagement information and reporting systems together with an exhaustive budgetary controlprocess for all major operational activities form part of the overall control mechanism toensure that requisite information related to all operations are reported and are availablefor control and review. The Company has established a well laid out policy to maintain thehighest standards of environment safety and health while maintaining operationalintegrity. This policy is strictly adhered to at all locations of the Company. TheCompany's internal control systems are commensurate with the nature and size of itsbusiness operations. The Audit Committee of the Board of Directors regularly reviews theadequacy of internal control system.

The Company with a view to encourage independent approach has appointed a team ofqualified professionals in the form of Internal Auditors duly supported by the FinanceDepartment who conduct operational and system audits in accordance with an audit planapproved by the Audit Committee. Internal Auditors as part of their assignment evaluateand assess the adequacy and effectiveness of internal control measures and the compliancewith policies plans and statutory requirements. The internal audit reports are reviewedat Audit Committee Meetings and appropriate action on the recommendations is initiated bythe Management.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there have not been any significant or material orderspassed by the Regulators/Courts/Tribunals which will impact the going concern status andoperations of the Company in future.

OTHER DISCLOSURES:

a. None of the Directors of the Company have resigned during the year under review;

b. The cost accounts and records required to be maintained under Section 148(1) of theAct are duly made and maintained by the Company;

c. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings;

d. There was no revision of financial statements and Board's Report of the Companyduring the year under review;

e. No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year alongwith theirstatus as at the end of the financial year is not applicable;

f. The requirement to disclose the details of difference between amount of thevaluation done at the time of onetime settlement and the valuation done while taking loanfrom the Banks or Financial Institutions along with the reasons thereof is notapplicable;

g. During the year under review industrial relations remained harmonious at all ouroffices and establishments. The Company takes pride in the commitment competence anddedication of its employees in all areas of the business;

h. Neither the Managing Director nor the Whole Time Directors of the Company receiveany remuneration or commission from any of the subsidiary companies. Further the Companydoesn't have any Holding Company.

CAUTIONARY STATEMENT:

Statements in this Board's Report and Management Discussion and Analysis Reportdescribing the Company's objectives projections estimates expectations or predictionsmay be "forward-looking statements" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied.

ACKNOWLEDGEMENTS:

The Directors express their deep sense of gratitude to all employees of the variousdivisions for their commitment and dedicated efforts. The Directors also record theirappreciation for the support and co-operation received from Banks Financial InstitutionsGovernment Departments and all other stakeholders. Last but not the least the Directorswish to thank all shareholders for their continued support.

FOR AND ON BEHALF OF THE BOARD

ANIL JAIN BHARAT KUMAR VAGERIA
MANAGING DIRECTOR WTD & CFO
DIN-00183364 DIN- 00183629
Date: May 28 2021
Place: Mumbai

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