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Tirupati Foam Ltd.

BSE: 540904 Sector: Industrials
NSE: N.A. ISIN Code: INE115G01015
BSE 00:00 | 24 Sep 70.10 0.60
(0.86%)
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69.50

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NSE 05:30 | 01 Jan Tirupati Foam Ltd
OPEN 69.50
PREVIOUS CLOSE 69.50
VOLUME 899
52-Week high 106.00
52-Week low 34.50
P/E 16.00
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 69.50
CLOSE 69.50
VOLUME 899
52-Week high 106.00
52-Week low 34.50
P/E 16.00
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tirupati Foam Ltd. (TIRUPATIFOAM) - Director Report

Company director report

To

The Members

TIRUPATI FOAM LTD

Your Directors have pleasure in submitting their Thirty Third Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2020

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previousyear's figures is given hereunder:

(Rs. In Lakhs)

2019-2020 2018-2019
Total Revenue including other income 8043.75 1 0352.32
Profit before financial cost depreciation and
taxation 995.42 1006.49
Less: Financial Cost (512.45) (459.88)
Less : Depreciation (166.56) (177.89)
Profit Before Tax & Exceptional Items 316.40 368.72
Less: Exceptional Items - -
Less: Provision of taxation
Current Tax (Net) 81.23 109.76
Deferred Tax (1.86) (5.97)
Earlier year income tax 0.089 -
Profit for the year 236.94 264.93
Other Comprehensive Income (1.42) 0.25
Total Comprehensive Income for the year 235.52 265.19

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company was able to achieve Sales including other income of Rs. 8043.75 Lacs ascompared to Rs.10352.31 Lacs for the Previous Year. The Profit before financial cost Taxand Depreciation was Rs. 995.42 Lacs for period under review as compared to Rs. 1006.49Lacs for the Previous Year.

The Net Profit after making the provision for Depreciation and Taxation stood atRs.236.94 Lacs as against Rs. 264.93 Lacs for the previous year.

The marginal reduction in total income and profit after tax is mainly because of thesuspension of functioning during the March 2020 due to COVID-19. The Board of Directorsexpect this situation to improve in the coming years.

During the year company has incurred total Capital Expenditure of Rs. 19275602.(Both tangible and Intangible). The amount of work in progress of Factory Building &Plant and Machinery during the year of Rs. 42956282.

3. Impact of Covid-19:

The World Health Organization (WHO) declared Coronavirus (COVID-19) as a pandemic andthe said pandemic has resulted into different phases of lockdowns in many countries acrossthe world. COVID- 19 is seen having an unexpected impact on people and economies globally.

Due to COVID-19 outbreak for containing the spread of COVID-19 pandemic in thecountry for the well-being of the employees & workers of the Company and also forcomplying with the directives issued by the Central and State Governments your Company'soperations at the registered office and plant were closed from 24th March 2020 to 23rdApril 2020. Based on the required permission(s) your Company resumed partially. Theoperations at the Company's registered office also resumed w.e.f. 25th May 2020based on the guidelines issued by Central and State Governments after taking necessaryprecautionary measures w.r.t. health and safety of employees and workers of the Companyfor prevention and containment of COVID-19.

The profitability of the Company for the financial year ended 31st March 2020 is notimpacted as the pandemic covid-19 effected in last week of financial year 2019-20.

4. Changes In the Nature of Business:

There has been no change in the nature of Business of the company during the year underreview.

5. SHARE CAPITAL

The paid up Equity Share capital of the Company is Rs.44070000/-. During the yearunder review the company has neither issued any shares with differential voting rightsnor granted any stock Option nor any sweat Equity Shares.

6. DIVIDEND

In view of the future expansion plan your Directors has not recommend Dividend onEquity Shares for the Year ending 31st March 2020.

7. TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCTION AND PROTECTION FUNDTRANSFER OF UNCLAIMED DIVIDEND

The Company has transferred unpaid dividend till 2011-12 towards Investor Education andProtection Fund (IEPF) as per the provisions of Section 125 of the Companies Act 2013.

The company have not declared any dividend in the Financial Year 2012-13 hence there isno amount pending to be transferred to Investor Education and Protection Fund (IEPF) asper the provisions of Section 125 of the Companies Act 2013 during the Current Year.

TRANSFER OF SHARES

As per the provisions of section 124(6) of the Companies Act 2013 and the InvestorsEducation and Protection Fund Authority (Accounting Auditing Transfer and Refund) Rules2016 which have came into force from 7th September 2016 the dividend whichwas not en cashed or claimed for seven consecutive years or more then such SHARES are tobe transferred to IEPF.

Hence as per the above provisions your company has already transferred shares for theunpaid and unclaimed dividend for the FY 2009-10 and 2010-11 on which the dividend are notclaimed as per the above mentioned provisions. Further company is under process totransfer shares for the FY 2011-2012 during the current year.

The details whose name appears in the list to transfer shares can be verified on theCompany's Website www.tirupatifoam.com.

8. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act 2013 and SEBI ( Listing Obligationsand Disclosure Requirements) Regulations 2015the Board had adopted a formal mechanismfor evaluating its own performance and as well as that of its committee and individualDirectors including the chairperson of the Board.

The Exercise was carried out through a structured evaluation process covering thevarious aspects of the Board's functioning such as composition of board & committeesexperience & competencies performance of specific duties & obligationsgovernance issues etc.

The evaluation of the Independent Directors was carried out by Board except theindependent Director being evaluated and the chairperson and the Non Independent Directorswere carried out by the independent Directors.

9. REMUNERATION AND NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of the board membersKMP & senior Management.

10. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureMGT-9 and is attached to this Report as Annexure F

11. CORPORATE GOVERNANCE

Please note that the provisions of CORPORATE GOVERNANCE as specified in the Regulations118192021222324252627 and clauses (b) to (i) of sub- regulation (2) ofregulation 46 and para CD and E separately of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not mandatorily applicable to the "Companies having paid up capital not exceeding Rs. 10 Crores and net worth not exceedingRs. 25 Crores as on the last day of the previous financial year." As on March 31st2019 the paid up capital and net worth of the company was Rs.4.407 and Rs.23.01 Crores.

Therefore Auditors certificate on corporate Governance as required under schedule V ofsebi (Listing Obligations & Disclosure Requirements) Regulations 2015 is notapplicable to the Company.

12. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Annual Secretarial Compliance Report under Regulation 24A of SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 read with SEBIcircular no: CIR/ CFD/CMD1/27/2019 dated 8th February 2019 BSE circular no.LIST/COMP/10/2019-20 dated 9th May 2019 and BSE circular no LIST/COMP/12/2019-20 dated14th May 2019 is not applicable to the Company due to exemption under Regulation 15(2) ofSEBI (LODR) Regulations 2015.

13. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:—

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. the directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of the Board:

Your company believes that our Board needs to have an appropriate mix of ExecutiveNonexecutive and Independent Directors to maintain its independence and separate itsfunctions of governance and management. As on 31st March 2020 our boardcomprised of Eleven Directors Four Non- Executive Directors Four Independent andNon-Executive Directors and Three Executive Directors and non of the directors aredisqualified under section 164 of the Companies Act 2013

Relevant details in terms of Sub- Regulation (3) of Regulation 36 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 in respect of the Directorsproposed to be Reappointed are provided in the notice for convening the 33rdAnnual General Meeting of the Company.

NAME CATEGORY/ DESIGNATION
MR. VENIBHAI B PUROHIT CHAIRMAN
MR. MANHARLAL A MEHTA VICE CHAIRMAN
MR. ROSHAN P SANGHVI MANAGING DIRECTOR
MRS. MINABEN R SANGHAVI WOMEN DIRECTOR
MR. SATISHKUMAR A MEHTA WHOLE-TIME DIRECTOR
MR. DEEPAK T MEHTA WHOLE-TIME DIRECTOR
MR. MUKESH B SHAH DIRECTOR
MR. ARVINDBHAI T GANDHI INDEPENDENT DIRECTOR
MR. DIPAKKUMAR B KOTADIA INDEPENDENT DIRECTOR
MR. ARVINDKUMAR M KOTHARI INDEPENDENT DIRECTOR
MR. VIRAL S MEHTA INDEPENDENT DIRECTOR

Change/Appointment/Re-appointment of Directors

In accordance with the provisions of the Companies Act 2013 and rules made thereunderand pursuant to the Article of Association of the Company Mr. Roshan P. Sanghvi (DIN:01006989) Managing Director Mr. Satish Mehta (DIN: 01007020) and Mr. Deepak Mehta (DIN:00156096) - Whole time Directors of the company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers themselves for re-appointment to the Board asDirectors of the Company.

Profile and other information of the aforesaid Director as required under Regulation36 of SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 forms partof the Notice convening the 33rd Annual General Meeting.

The above proposal for reappointment forms part of the Notice of the 33rdAnnual General Meeting and the relevant resolution is recommended for your approvaltherein.

Cessation of Non- Executive Director(s):

During the year Mr. Mukesh Kothari have resigned as Non-Executive Directors of thecompany w.e.f 26th February 2020 due to personal reason.

Board Evaluation

A formal evaluation mechanism is in place for evaluation the performance of the Boardcommittees thereof individual directors and the Chairman of the Board. The evaluation ofboard is carried out annually as per the provisions of the Companies Act 2013 rulesthereof and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Performance evaluation of each Director is based on the criteria as laid down from time totime by the Nomination and Remuneration Committee. Criteria for performance evaluationincludes aspects such as attendance for the meetings participation and independenceduring the meetings interaction with Management Role and accountability to the Boardknowledge and proficiency and any other factors as may be decided by the Nomination andRemuneration Committee. Further performance evaluation of an Executive Director is donebased on business achievements of the company.

15. NUMBER OF BOARD MEETINGS CONDUCTED D URING THE YEAR UNDER REVIEW:

Nine Board Meetings were held during the 12 months accounting period ended 31-3-2020.The dates of such Board Meeting are:

1) 15.05.2019 2) 30.05.2019 3) 14.08.2019 4) 03.09.2019
5) 14.11.2019 6) 16.12.2019 7) 31.01.2020 8) 10.02.2020
9) 02.03.2019
Name No of Board Meeting Attended Attendence at Lat Annual General meeting dated 30th September 2019
Mr. Venibhai B Purohit 4/9 No
Mr. Manharlal A Mehta 4/9 No
Mr. Roshan P Sanghvi 8/9 Yes
Mr. Satishkumar A Mehta 9/9 Yes
Mr. Deepak T Mehta 9/9 Yes
Mr. Mukesh B Shah 6/9 Yes
Mrs. Minaben R Sanghavi 5/9 Yes
Mr. Mukesh Kothari *(N-1) 2/4 No
Mr. Arvindbhai T Gandhi 5/9 No
Mr. Dipakkumar B Kotadia 5/9 Yes
Mr. ArvindKumar M Kothari 6/9 Yes
Mr. Viral S Mehta 4/9 No

*(N-1)-

During the year Mr. Mukesh Kothari have resigned as Non-Executive Directors of thecompany w.e.f 26th February 2020 due to personal reason.

16. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the independent Directors of the Companyconforming that they meet the criteria of independence as prescribed under section149(6)& (7) of Companies Act 2013.

17. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2) & Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management discussion and analysis on thebusiness and operations of the company is attached as Annexure D herewith and forms partof this Annual Report.

18. STATUTORY AUDITORS:

Your Company's Auditors M/s F.P & Associates Chartered Accountants Ahmedabadwere appointed for period of the term of Five years in the 30th Annual GeneralMeeting held on 29th September 2017.

Vide Notification dated 7th May 2018 issued by Ministry of CorporateAffairs the requirement seeking ractification of appointment of statutory Auditor bymembers at each AGM has been done away with. Accordingly no such item has been consideredin notice of the 33rd AGM.

AUDITORS REPORT:

- The Auditor's Report for the Financial Year ended on March 31 2020 does not containany qualifications reservations or adverse mark. The Auditor's Report is enclosed withthe Financial Statements in this report.

- Pursuant to provisions of Section 143(2) of the companies act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit Committee during the yearunder review.

- As regards the comments made in the Auditors' Report the Board is of the opinionthat they are self explanatory and does not want further clarifications.

19. SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hadappointed M/s. NAHIDAKHTAR VHORA & CO. Company Secretaries in practice having CP No.13187 to conduct the Secretarial Audit of the Company for the financial year 2019-20 andto furnish his report to the Board. The Secretarial Audit forms part of this Report asAnnexure - H

20. Finance:

Cash and Cash equivalent as at March 31 2020 was Rs.30.98 LACS. The company continuesto focus on adjusting management of its working capital Receivable purchases and otherworking capital parameters were kept under strict check through continuous monitoring.

21. REPORTING OF FRAUD BY THE COMPANY:

There are no fraud reported by the auditors as required under section 143(12) of thecompanies Act 2013.

22. FIXED DEPOSIT

The company has not invited accepted or renewed any fixed deposit from the publicduring the year.

No amount on account of principal or interest on fixed deposit was outstanding as onthe date of Balance sheet. However the company has accepted deposit form DirectorsShareholders and relatives pursuant to Rule 2(1)(c)(xiii) of the Companies (Acceptance ofDeposits) Rules 2014.

23. PARTICULARS OF LOANS GUARANTEES OR IN VESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The Company has not provided any loan to any person or body corporate or given anyguarantee or provided security in connection with such loan or made any investment in thesecurities of anybody corporate pursuant to section 186 of the Companies Act 2013 duringthe year under review and hence the said provision is not applicable.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has established adequate internal financial control systems to ensurereliable financial reporting and compliance with laws and regulations. All resources areput to optimal use and adequately protected against any loss.

Internal control systems commensurate with its size and operations to ensure orderlyand efficient conduct of business while safeguarding the assets quality safetyprocurements finance and accounts and reducing and detecting error.

The Company also has appointed an external firm of Chartered Accountants to supplementthe efficient Internal Audit.

25. COST AUDITORS

The section 148 read with Companies (Audit & Auditors) Rules 2014 and otherapplicable provisions if any of the Companies Act 2013 are not applicable to theCompany Hence the Board of Directors of your company had not been appointed Cost Auditorfor obtaining Cost Compliance Report of the company for the financial year 2019-2020.

26. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 made there under TheCompany has not developed and implemented the following Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

27. PARTICULARS OF EMPLOYEES:

The particulars of employees required to be furnished pursuant to section197(12) of theCompanies Act2013 read with sub rules 2 and 3 of Rule 5 of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 is not enclosed ad there was noemployee in receipt of remuneration under this section.

28. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during thefinancial year were in the ordinary course of business and on arms' length basis. There isno materially significant related party transactions entered into by the Company with itsPromoters Directors

Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

All related party transactions are periodically placed before the audit committee forits approval. The Company does not have contracts or arrangements with its related partiesunder Section 188(1) of the Companies Act 2013 which are not on arms' length basis ormaterial in nature. Your Directors draw attention of the shareholders to Note No.31 of thefinancial statement which sets out related party disclosures. Annexure C.

29. DETAILS OF REMUNERATION OF DIRECTORS KMPs AND EMPLOYEES:

The information required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is attached as Annexure F to this report.

The statement containing particulars of employees as required under section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136of the Companies Act 2013 the Report and accounts are being sent to the members andothers entitled thereto excluding the information on employee's particulars which isavailable for inspection by members at the registered office of the Company duringbusiness hours on working days of the Company. If any member is interested in obtaining acopy of the same such member may write to the Company Secretary in this regard.

30. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The company has not developed a "Policy on Whistle Blower and VigilMechanism" to deal with instance fraud and mismanagement if any.

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

A statement giving details of conservation of energy technology absorption foreignexchange earnings and out-go in accordance with the Companies (Disclosure of particularsin the Report of Board of Directors) Rules 1988 is given in Annexure ' A' to this Report.

33. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review foreign exchange earnings and outgoings flow were givenin Annexure B to this report.

34. PREVENTION OF INSIDER TRADING:

Your company has adopted the "Code of Conduct on Prohibition of insider trading"and "Code o Conduct for Directors and Senior Management Personnel" forregulating the dissemination o Unpublished Price Sensitive Information and trading insecurity by insiders.

35. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:

The company has in place the "Policy on Prevention of Sexual Harassment at theworkplace" if line the requirements of the sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Company had constituted InternalComplaints committee (ICC) to redress the complaints received regarding sexual harassment.During the year under review no complaints were received by the Committee for Redressal.

36. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment andminimization procedure and review to ensure that risk is controlled. In the Board's viewthere are no material risks.

37. COMMITTIES OF THE BOARD:

The Board of Directors has constituted Board Committees to deal with specific areas andactivities which concern the Company and requires a closer review. The Board Committeesare formed wit the approval of the Board and function under their respective Charters.These committees play an important role in the overall management of day-to-day affairsand governance of the Company The Board Committees meet at regular intervals and takenecessary steps to perform its duties entrusted by the Board. The Minutes of the CommitteeMeetings are usually placed before the Board for noting.

The Board currently has the following Committees:

A. Audit Committee.

B. Nomination & Remuneration Committee.

C. Stakeholders Relationship Committee.

38. AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with the provisions of Section177 of the companies Act 2013 read with the Rules issued there under and Regulation18 ofthe SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

MEETING DATE:

During the Financial Year ended 31st March 2020 the Nomination & RemunerationCommittee met four time in a year as follows and the requisite Quorum was present.

1) 30.05.2019 2) 14.08.2019 3) 14.11.2019 4) 10.02.2020

Members Attended the Meeting:

Name Designation (Chairman / Member of the committee) Category of Director No of Committee Meeting Attended
Mr. ArvindKumar M Kothari Chairman Independent Director 3/4
Mr. Manharlal A Mehta M ember Vice Chairman 2/4
Mr. Roshan P Sanghvi Member Managing Director 4/4
Mr. Mukesh B Shah Member Director 2/4
Mr. Viral S Mehta Member Independent Director 4/4

39. NOMINATION & REMUNERATION COMMITTEE

The composition of the Audit Committee is in alignment with the provisions of Section178 of the companies Act 2013 read with the Rules issued there under and Regulation19 ofthe SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

MEETING DATE:

During the Financial Year ended 31st March 2020 the Nomination & RemunerationCommittee met twice this year and the requisite Quorum was present.

Date of the Meeting: 1) 02.03.2020

Members Attended the Meeting:

Name Designation (Chairman / Member of the committee) Category of Director No of Committee Meeting Attended
Mr. Arvindbhai T Gandhi Chairman Independent Director 1/1
Mr. Mukesh B Shah Member Director 1/1
Mr. Dipakkumar B Kotadia Member Independent Director 1/1

40. STAKEHOLDERS RELATIONSHIP COMMITTEE

The compliance with the provisions of Section 178 of the companies Act 2013 read withthe Rules issued there under and Regulation 20 of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 the Board has constituted StakeholdersRelationship Committee. The Committee is entrusted with the responsibility of addressingthe stakeholders' / investors' complaints with respect to share transfers non-receipt ofannual reports dividend payments issue of duplicate shares etc and other shareholdersrelated queries complaints etc. There was 1 Stakeholders Relationship Committee meetingheld during the year stated as follows:

Date of the Meeting: 1) 30.05.2019 Members Attended the Meeting:

Name Designation (Chairman / Member of the committee) Category of Director No of Committee Meeting Attended
Mr. Viral S Mehta Chairman Independent Director 1/1
Mr. Manharlal A Mehta M e mber Vice Chairman 1/1
Mr. Deepak T Mehta Member Whole time Director 1/1

41. INDEPENDENT DIRECTOR MEETING:

Schedule IV of the Companies Act 2013 and the Rules there under mandate that theIndependent Directors of the Company to hold at least one Meeting in a year without theattendance of Non Independent Directors. At such meetings the Independent Directorsreview the performance of (i) Chairman Non- Independent Director and the Board as awhole (ii) Chairman of the Company taking into account views of Executives and Non-Executive Directors and (iii) assessing the quality quantity and timeliness of flow ofInformation between the Company's management and the and the Board that is necessary forthe Board to effectively and reasonably performing their duties.

During the year under review one meeting of the Independent Directors was to be heldon 26th MARCH 2020 however due to COVID 19 Lockdown declared by the IndianGovernment w.e.f 23rd March 2020 the meeting was cancelled.

42. CERTIFICATION FROM MANAGING DIRECTOR AND CFO:

A Certificate from the Chief Financial Officer Pursuant to Regulation 17(8) read withschedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015has been placed before which is enclosed with the Report.

43. HUMAN RESOURCE

The company considers its employees as its most valuable assets. The company focuses onbuilding an organization through induction and development of talent to meet current andfuture needs.

44. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'SOPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.

45. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as per Regulation 34(2) of the SEBI (LODR)Regulations 2015 is not applicable to the Company as the Company does not fall under top500 listed Companies on the basis of market capitalization.

46. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 top 500 listed entities based on market capitalizationare required to formulate a Dividend

Distribution Policy. Accordingly your Company is not required to formulate theDividend Distribution Policy.

47. DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT REGULATION 34(3) READ WITHSCHEDULE V (D) OF THE SEBI (LODR) 2015

Pursuant to Schedule V (D) read with Regulation 34(3) of the Listing Regulations theBoard of Director and its Senior Management have given declaration regarding compliancewith the Code of Conduct which is annexed with the Board Report as Annexure I.

48. LISTING FEES:

Your company has already paid Listing Fees for the financial year 2019-2020.

49. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. They also record theirappreciation of the devoted services rendered by the Executives Staff Members and Workersof the Company. Your Directors also acknowledges gratefully the shareholders for theirsupport and confidence reposed on your Company.

Date: 19.10.2020 On behalf of the Board of
Directors
Place: Ahmedabad
SD/-
Roshan P.Sanghavi
(DIN:0001006989)
(Managing Director)

.