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Tirupati Starch & Chemicals Ltd.

BSE: 524582 Sector: Others
NSE: N.A. ISIN Code: INE314D01011
BSE 00:00 | 28 Sep 72.50 3.45
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NSE 05:30 | 01 Jan Tirupati Starch & Chemicals Ltd
OPEN 72.40
PREVIOUS CLOSE 69.05
VOLUME 3014
52-Week high 91.65
52-Week low 45.90
P/E 6.13
Mkt Cap.(Rs cr) 51
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 72.40
CLOSE 69.05
VOLUME 3014
52-Week high 91.65
52-Week low 45.90
P/E 6.13
Mkt Cap.(Rs cr) 51
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tirupati Starch & Chemicals Ltd. (TIRUPATISTARCH) - Director Report

Company director report

To

The Members

Tirupati Starch & Chemicals Limited Indore (M.P.)

Your Directors have pleasure in presenting the 35th Annual Report togetherwith Audited Financial Statements of the Company for the Financial Year ended 31stMarch 2021. Further in compliance with the Companies Act 2013 the Company has maderequisite disclosures in this Board's Report with the objective of accountability andtransparency in its operations to make you aware about its performance and futureperspective of the Company.

FINANCIAL SUMMARY STATE OF COMPANY'S AFFAIRS AND CHANGE IN NATURE OF

BUSINESS:

The Board's Report is based on the Standalone Financial Statements of the Company forthe year ended 31st March 2021:

(Amount in Lakhs)

Sr. No. Particulars Current Year Previous Year
(2020-2021) (2019-2020)
1. Total Revenue 20005.41 27212.82
2. Total Expenses 19899.15 27056.80
3. Profit Before Tax 106.27 156.02
4. Tax Expenses 3.7 41.01
5. Short / (Excess) Provision of Income Tax of Earlier Years 0.00 0.00
6. Current Tax 21.55 32.75
7. Deferred Tax 1.60 35.96
8. MAT Credit Entitlement (19.45) (27.69)
9. Profit After Tax 102.57 115.01
10. Carried to Balance Sheet 102.57 115.01

Performance Review

The highlights of the Company's performance are as under:

During the year under review the Company's total revenue was Rs. 2000541417/-(Rupees Two Hundred Crores Five Lakhs Forty One thousand Four hundred and Seventeen) ascompared to the total revenue of Rs. 2721282285/- (Rupees Two Seventy Two CroresTwelve Lakhs Eighty two thousand Two Hundred Eighty Five) for the financial year ended 31stMarch 2020 and Company reported a Profit of Rs. 10256558/- (Rupees One Crore Two LakhsFifty Six thousand Five hundred Fifty Eight) as compared to a profit of Rs. 11500843/-(Rupees One Crore Fifteen Lakhs Eight Hundred Forty Three)for the financial year ended on31st March 2020.

Change in nature of Company's Business

During the Year under review there was no change in Company's Business. The Companyhad carried on with its Expansion plans and commercial production of Starch and alliedproducts throughout the year.

COVID 19

Due to the outbreak of COVID-19 the focus of the Company shifted to ensuring the healthand well-being of all employees and on minimizing disruption to services for all ourcustomers globally. The Company however resumed partial operation unit at Village SejwayaGhatabillod Dist Dhar w.e.f. 01st April 2020 with reduced workforce aftergetting requisite permission from the concerned authorities Indore (M.P.) as our productcomes under the essential commodities after adhering to the all the conditions as imposedin the permission and since then the production and sales have been stabilizing afterfacing the initial problem from resume of our operation.

However workers attendance was very low due to restrictions on movements. Resultingpart working of the plant initially effected and the same is being improved gradually. ThePlant is operating with complete compliance of all directives related to maintaining ofSocial Distancing and mandatory to wear face mask and have proper sanitizations. Owing tothe uncertainty in the Economic activity post lifting the lockdown the Company hascarried out due assessment of the possible impact on its business results and its overallliquidity position. The Management has exercised due care in valuation of its inventoriesreceivables or other assets keeping in mind the risk involved in their recoverable in theforeseeable future.

Since the situation is evolving continuously the impact in future may be differentfrom the estimates made on the date of approval of these results. Thus impactingCompanies profitability to some extent though your Board is confident about the adequatemanagement of the liquidity position of the Company. The Management will continuemonitoring the material changes due to the said Pandemic and take necessary measuresaccordingly to address the situation.

FUTURE OUTLOOK

We have constant focus on maintaining operational efficiency and optimum product mix.Your Company is utilizing its Manufacturing Unit to 100% capacity by automating itsexisting production processes.

With the prediction of normal monsoons during the running year it is expected thathigh production of agriculture produce will improve the availability of basic raw materialat an optimum cost. This will also ensure continuous supply of raw material at the plantlocation of the Company.

SHARE CAPITAL

During the year under review the Company has increased its Equity and Preference ShareCapital.

The breakup of Equity and Preference Share Capital of your Company as on 31stMarch 2021 is as following:

• The Authorised Equity Share Capital is Rs. 80000000/- (Rupees Eight CroresOnly) divided into 8000000 (Eighty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each.

• The Authorised Preference Share Capital is Rs. 42500000/- (Rupees Four CroresTwenty Five Lakhs Only) divided into 4250000 (Forty Two Lakhs Fifty thousand) PreferenceShares of Rs. 10/- (Rupees Ten) each.

• The Paid Up Equity Share Capital is Rs. 70007670 (Seven Crore Seven ThousandSix hundred & Seventy) divided into 7000767(Seven Crore Seven Hundred & SixtySeven) Equity Shares of Rs. 10/- (Rupees Ten) each.

• The Paid Up 0% Redeemable Preference Share Capital is Rs. 42500000/- (RupeesFour Crores Twenty Five Lakhs Only) divided into 4250000 (Forty Two Lakhs Fiftythousand) Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each.

Further with the approval of members in AGM there is a change in capital structure ofthe company the Authorised share capital from Rs. 122500000 to Rs 125000000/-(Rupees Twelve Crore Fifty lakhs) by creation of new Shares comprising of 82.50 LakhsEquity Shares of Rs. 10/- each and 42.50 Lakhs Preference Shares of Rs. 10/- each to itsexisting Capital with effect from the 27th day of September 2021.

DIVIDEND

The strength of your company lies in identification execution and successfulimplementation of its projects. To strengthen the long term prospects and ensuringsustainable growth in assets & revenue it is important for your company to evaluatevarious opportunities in different business verticals in which your company operates. Yourcompany continues to explore newer opportunities. Your Board of Directors considers thisbe in strategic interest of the company and believes that this will greatly enhance thelong term shareholder's value. In order to fund company's projects and assignments in itsdevelopment expansion and implementation stages conservation of funds is of vitalimportance. Therefore your Board has not recommended any dividend for the year underreview.

RESERVES

The Company has been transferred Rs. 10256558/- (Rupees One Crore Two Lakhs FiftySix thousand Five hundred Fifty Eight) to General Reserve during the year under review.

CREDIT RATING

The Acuite Ratings & Research Limited has maintained the rating ACUITE BBB- for thelong term borrowings of the Company.

REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THE

COMPANIES ACT 2013

In terms of Section 131 of the Companies Act 2013 the Financial Statements andBoard's Report are in compliance with the provisions of Section 129 or Section 134 of theCompanies Act 2013 and that no revision has been made during any of the three precedingfinancial years.

EXPORTS

During the year under review the export turnover of your company is Rs.19404645.79/- (Rupees One Crore Ninety Four Lakhs Four thousand Six Hundred Forty Fiveand Seventy Nine paisa only).The major export markets of the Company are Dubai EastLondon and Angola. Further your Company intends to continue with its long term exportoriented marketing policy by penetrating more in its existing international market andexploring new avenues for its high value products.

Note: During the year under review Export Incentive is Rs. 157205/-

DIRECTOR'S & KEY MANAGERIAL PERSONNEL:

Directors and KMPs

The Company is having required Key Managerial Personnel's as per section 203 of theCompanies Act 2013 as well as the SEBI (LODR) Regulations 2015.

During the year under review following changes that took place in the Directors andKey Managerial Personnel of the Company. Further

• Mrs. Pramila Jajodia (DIN: 01586753) & Mr. Yogesh Kumar Agrawal (DIN:00107150) were re- appointed as Directors of the Company liable to retire by rotation.

• Mr. Nitin Kumar Gupta (DIN: 07260449) was Re-appointed as Independent Directorof the Company for the second term of 5 (five) consecutive years w.e.f. 01stOctober 2020 to 30th September 2025.

• Ms. Priyanka Sengar CS & Compliance officer of the Company has tendered herResignation w.e.f. 30.09.2020 & Ms. Saloni Naidu was appointed as CS & ComplianceOfficer of the Company w.e.f. 01.10.2020.

• Designation of Mr. Yogesh Kumar Agrawal (DIN: 00107150) has changed fromNon-Executive Director to Whole Time Director of the Company w.e.f. 01.01.2021.

• Mrs. Shashikala Mangal (DIN: 00107187) & Mr. Ramdas Goyal (DIN: 00150037)would retire by rotation at the ensuing Annual General Meeting of the Company. Proposalsfor their re-appointment have been included in the Notice of Annual General Meeting foryour approval.

All the intimations pertaining to the appointments and resignations made during theyear has been given to Stock Exchange(s) where the shares of the Company are listed andalso the relevant records are duly updated with the Registrar of Companies Gwalior(M.P.) wherever required.

Necessary information on the Director (s) seeking appointment/ reappointment has beengiven in the Notice of the ensuing Annual General Meeting.

Declaration for Independency of Independent Directors

The Company has received necessary declaration from each Independent Director underSection 149(6) of the Companies Act 2013 that they meet the criteria of Independence asper the SEBI (LODR) Regulation 2015. In the Opinion of the Board all theIndependent Directors fulfills the criteria of the independency as required under theCompanies Act 2013 and the SEBI (LODR) Regulations 2015.

BOARD OF DIRECTORS:

Composition:

a) The composition of the Board of Directors during the year under review were asfollows:

Sr. No. Name Category Designation
1 Mr. Ramdas Goyal Executive Director Chairman & Whole Time Director
2 Mr. Amit Modi Executive Director Managing Director
3 Mr. Prakash Bafna Executive Director Whole Time Director
4 Mr. Ramesh Goyal Executive Director Whole Time Director
5 Mr. Yogesh Agrawal Executive Director Whole Time Director
6 Mrs. Pramila Jajodia Non-Executive Director Director
7 Mrs. Shashikala Mangal Non-Executive Director Director
8 Mr. Ashish Agrawal Independent Director Independent Director
9 Mr. Vinod Kumar Garg Independent Director Independent Director
10 Mr. Nitin Kumar Gupta Independent Director Independent Director
11 Mr. Ramesh Agrawal Independent Director Independent Director

b) During the financial year 2020-2021 the Board of Directors met 12 (Twelve) times.The time gap between any two meetings did not exceed 120 (One Hundred Twenty) days.

Board Meetings and Attendance:

Name of Directors 20.05.2020 24.07.2020 15.09.2020 30.09.2020 10.11.2020 01.01.2021
Mr. Ramdas Goyal Present Present Present Present Present Present
Mr. Amit Modi Present Present Present Present Present Present
Mr. Prakash Bafna Present Present Present Present Present Present
Mr. Ramesh Goyal Present Present Present Present Present Present
Mr. Yogesh Agrawal Present Present Present Present Present Present
Mrs. Pramila Jajodia Present Present Present Present Present Present
Mrs. Shashikala Mangal Present Present Present Present Present Present
Mr. Ashish Agrawal Present Present Present Present Present Present
Mr. Vinod Kumar Garg Present Present Present Present Present Present
Mr. Nitin Kumar Gupta Present Present Present Present Present Present
Mr. Ramesh Agrawal Present Present Present Present Present Present
Name of Directors 15.01.2021 11.02.2021 25.02.2021 02.03.2021 12.03.2021 22.03.2021
Mr. Ramdas Goyal Present Present Present Present Present Present
Mr. Amit Modi Present Present Present Present Present Present
Mr. Prakash Bafna Present Present Present Present Present Present
Mr. Ramesh Goyal Present Present Present Present Present Present
Mr. Yogesh Agrawal Present Present Present Present Present Present
Mrs. Pramila Jajodia Present Present Present Present Present Present
Mrs. Shashikala Mangal Present Present Present Present Present Present
Mr. Ashish Agrawal Present Present Present Present Present Present
Mr. Vinod Kumar Garg Present Present Present Present Present Present
Mr. Nitin Kumar Gupta Present Present Present Present Present Present
Mr. Ramesh Agrawal Present Present Present Present Present Present

c) Independent Directors' Meeting:

In due compliance with the provisions of the Companies Act 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 a separate meeting of Independent Directors was held on 11th February2021.

d) Familiarization programmes for the Independent Directors:

Familiarization programmes for the Independent Directors was conducted to familiarizethem with the company their roles rights responsibilities in the company nature of theindustry in which the company operates business model of the company etc.

COMMITTEES OF THE BOARD

(a) AUDIT COMMITTEE:

Audit Committee Composition

S. No. Name Designation Position in the Committee
1 Mr. Ashish Agrawal Independent Director Chairman
2 Mr. Yogesh Kumar Agrawal Whole Time Director Member
3 Mr. Vinod Kumar Garg Independent Director Member

Audit Committee Meetings and Attendance:

Particulars 24.07.2020 15.09.2020 10.11.2020 11.02.2021
Mr. Ashish Agrawal Present Present Present Present
Mr. Yogesh Kumar Agrawal Present Present Present Present
Mr. Vinod Kumar Garg Present Present Present Present

The compliance officer who is a Member of the Institute of Company Secretaries of Indiais the secretary to the committee.

The Chairman of the Committee was present at the 34th Annual General Meetingof the Company held on 5th November 2020.

The constitution of the Committee meets with the requirement of Section 177 of theCompanies Act 2013 and Listing Regulations.

The Audit Committee reviewed the reports of the internal auditors the reports of thestatutory auditors arising out of the quarterly half-yearly and annual audit of theaccounts; considered significant financial issues affecting the Company and helddiscussions with the internal and statutory auditors and the Company Management during theyear.

(b) NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee Composition:

S. No. Name Designation Position in the Committee
1. Mr. Vinod Kumar Garg Independent Director Chairman
2. Mr. Ashish Agrawal Independent Director Member
3. Ms. Shashikala Mangal Non Executive Director Member

Nomination and Remuneration Committee Meeting and Attendance:

S. No. Particulars Designation 30.09.2020
1. Mr. Vinod Kumar Garg Independent Director Present
2. Mr. Ashish Agrawal Independent Director Present
3. Ms. Shashikala Mangal Non Executive Director Present

The compliance officer who is a Member of the Institute of Company Secretaries of Indiais the secretary to the committee.

The Chairman of the Committee was present at the 34th Annual General Meetingof the Company held on 5th November 2020.

The constitution of the Committee meets with the requirement of Section 177 of theCompanies Act 2013 and Listing Regulations.

(c) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Stakeholders Relationship Committee Composition:

S. No. Name Designation Position in the Committee
1 Mr. Vinod Kumar Garg Independent Director Chairman
2 Mr. Ashish Agrawal Independent Director Member
3 Mr. Yogesh Kumar Agrawal Whole Time Director Member

Stakeholders Relationship Committee Meetings and Attendance:

Particulars 24.07.2020
Mr. Vinod Kumar Garg Present
Mr. Ashish Agrawal Present
Mr. Yogesh Agrawal Absent

The compliance officer who is a Member of the Institute of Company Secretaries of Indiais the secretary to the committee.

The Chairman of the Committee was present at the 34th Annual General Meetingof the Company held on 5th November 2020.

The constitution of the Committee meets with the requirement of Section 177 of theCompanies Act 2013 and Listing Regulations.

PERFORMANCE EVALUATION

Pursuant to section 134 (3) (p) of the Companies Act 2013 and Rule 8(4) of Companies(Accounts) Rules 2014 the Board in its meeting held on 28th June 2021 hascarried out an Annual evaluation for the financial year 2020-2021 of the performance ofthe Committees of the Board of all the individual directors and of all the independentdirectors of the company including the evaluation of the board as a whole.

The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of Board's knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

• In the preparation of the Annual Accounts for the financial year ended 31stMarch 2021 the applicable Accounting Standards have been followed along with properexplanations relating to material departures;

• The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the company for that period;

• The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

• The Directors have prepared the Annual Accounts for the financial Year ended 31stMarch 2021 on a 'going concern' basis;

• The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and

• The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

• The Company's Internal Auditors have conducted periodic audits to providereasonable assurance that the company's approved policies and procedures have beenfollowed.

ANNUAL RETURN

The Annual Return of the Company as on 31st March 2021 in Form MGT - 7 in accordancewith Section 92(3) of the Act read with the Companies (Management and Administration)Rules 2014 is available on the website of the Company http://www.tirupatistarch.com.

POLICIES

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Companies Act 2013 has mandated theformulation of certain policies for all listed companies. All the policies are availableon our website (http://www.tirupatistarch.com). The policies are reviewed periodically bythe board and updated on need and new compliance requirement.

Name of the Policy Brief Description Web Link
Nomination Remuneration and Evaluation Policy This policy formulates the criteria for determining qualifications positive attributes independence of the Directors and recommends to the Board a Policy relating to the remuneration for the Directors Key Managerial Personnel and other employees http://tirupatistarch.com/wp- content/uploads/2016/08/NOMINAT ION-REMUNERATION-AND- EVALUATION-POLICY.pdf
Policy for determining materiality of event The policy applies for disclosures of material events affecting company and its associates. http://tirupatistarch.com/wp- content/uploads/2016/08/Policy-on- Materiality-of-Events.pdf
Policy on document preservation The policy outlines that the Company intends to safeguard significant documents and preserve them to ensure durability of documents including documents in electronic form. http://tirupatistarch.com/wp- content/uploads/2016/08/Policy-on- Documents-Preservation.pdf
Related Party Transactions Policy The policy regulates all transactions between the Company and its related parties. http://tirupatistarch.com/wp- content/uploads/2016/08/POLICY- ON-RELATED-PARTY- TRANSACTIONS.pdf
Whistle Blower and Vigil Mechanism Policy The policy outlines the whistleblower mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics. http://tirupatistarch.com/wp- content/uploads/2016/08/WHISTLE- BLOWER-VIGIL-MECHANISM- POLICY.pdf
Policy on prevention of sexual harassment at workplace The policy that the Company provides an equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice gender bias and sexual harassment. http://tirupatistarch.com/wp- content/uploads/2016/08/POLICY- ON-PREVENTION-OF-SEXUAL- HARASSMENT-AT- WORKPLACE.pdf
Risk Management Policy The policy that builds a strong risk management culture to better understand a risk profile and to better manage the uncertainties. http://tirupatistarch.com/wp- content/uploads/2016/08/RISK_MA NAGEMENT_POLICY.pdf

DISCLOSURE REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review the Company has complied with the provisions ofapplicable Secretarial Standards issued by Institute of Company Secretaries of India.

APPOINTMENT/RE-APPOINTMENT OF INDEPENDENT DIRECTORS AND STATEMENT OF DECLARATIONS BYINDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT 2013

The Company as on 31st March 2021 has following Independent Directors;

Mr. Ashish Agrawal DIN : 00335575
Mr. Vinod Kumar Garg DIN : 00266341
Mr. Nitin Kumar Gupta DIN : 07260449
Mr. Ramesh Agrawal DIN : 07599354

Mr. Ramesh Agrawal DIN: 07599354 is eligible for re-appointment as IndependentDirector not liable to retire by rotation and to hold office for a second term of 5(five) consecutive years w.e.f. 01st October 2021 to 30thSeptember 2026 subject to the approval of the Members in the ensuing General Meeting.

All the Independent Directors are well appointed on the Board of Company in compliancewith the Companies Act 2013 and Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. Further all IndependentDirectors shall hold office for a term up to five consecutive years on the Board of aCompany and are not liable to retire by rotation but shall be eligible for reappointmentfor next five years after passing a special resolution by the Company and disclosure ofsuch appointment in the Board's Report. The Company has received declarations from all theIndependent Directors of the Company confirming that they meet the criteria ofIndependence under subsection (6) of section 149 of the Act and Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

FAMILIARIZATION PROGRAMMES FOR THE INDEPENDENT DIRECTORS:

Familiarization programmes for the Independent Directors was conducted to familiarizethem with the company their roles rights responsibilities in the company nature of theindustry in which the company operates business model of the company etc.

INDEPENDENT DIRECTORS' MEETING:

In due compliance with the provisions of the Companies Act 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 a separate meeting of Independent Directors was held on 11th February2021.

AUDITORS:

Statutory Auditors

M/s. ABMS and Associates Chartered Accountants (Firm Registration No. 030879C) Indorewas appointed as Statutory Auditors of the Company to fill the Casual Vacancy caused bythe Resignation of M/s. APG & Associates Chartered Accountants (Firm Registration No.119598W) Indore.

M/s. ABMS & Associates Chartered Accountants (Firm Registration No. 030879C)Indore hold the office of the Statutory Auditors of the Company from the Conclusion of theExtraordinary General Meeting held on 15.02.2021 till the conclusion of these ensuingAnnual General Meeting.

Further The Board on the recommendation of the Audit Committee recommended for theapproval of the Members the appointment of M/s. ABMS and Associates as theStatutory Auditors of the Company for a period of five years (First Term) being theauditors firm having more than 2 partners and having given certificate of eligibility andhaving valid peer review certificate as issued by the ICAI from the conclusion of theensuing 35th Annual General Meeting till the conclusion of the 40thAnnual General Meeting. The Statutory Auditors has given their consent for theirre-appointment as Statutory Auditors of the Company. Your Board recommended for theapproval of the Members for the re-appointment and authority to the Board and AuditCommittee to fix the remuneration of M/s. ABMS and Associates.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. P. S. Tripathi & Associates Company Secretaries Indorehaving ICSI Certificate of Practice No. - 5358 to undertake and conduct the SecretarialAudit of the Company for Financial Year 2020-2021. The Secretarial Auditor of the Companyhave submitted their Report (Form MR- 3) for Financial Year 2020-2021 and the same isannexed with this Board's Report as ANNEXURE I.

Internal Auditors

Pursuant to Section 138 of the Companies Act 2013 and Rule 13 of The Companies(Accounts) Rules 2014 the Board has appointed M/s Sunil Chandra Goyal And CompanyChartered Accountants Indore having Institute of Chartered Accountants of India (ICAI)Firm Registration Number: 002658C as Internal Auditors of the Company. During the yearthe company continued to implement their suggestions and recommendations to improve theinternal control environment. Their scope of work includes review of processes forsafeguarding the assets of the company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. InternalAuditor's findings are discussed with the management and suitable corrective actions havebeen taken as per the directions of Audit Committee on an ongoing basis to improveefficiency in operations.

STATUTORY AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

The Statutory Auditors and the Secretarial Auditor of the Company have submitted theirrespective reports; the same have been attached with this Annual Report. There were noqualifications reservations and adverse remarks so given in the Statutory Audit Reportgiven for the Financial Year ended on 31st March 2021.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) AND 188(2) OFTHE COMPANIES ACT 2013.

During the year under review Company has not entered any contract or arrangement withrelated parties. However pursuant to the omnibus approval given by the audit committeecertain transactions of sale/ purchase were executed with them which were at Arm's Lengthbasis and were in the ordinary course of business the same were placed before the AuditCommittee for the review and noting in their respective meetings. The quarterlydisclosures of transactions with related parties are made to the audit Committee of theBoard. There are no materially significant related party transactions made by the companywith Promoters Key Managerial Personnel or other designated persons which may havepotential conflict with interest of the company at large. Further as there are no suchtransactions falling under sub-section (1) of section 188 of the Companies Act 2013 sono AOC-2 is required to be given in this report.

ORDER(S) PASSED BY REGULATOR(S) COURT(S) TRIBUNAL(S) IMPACTING THE GOING CONCERNSTATUS AND COMPANY STATUS

During the year under review no order was passed by any Regulator(S) Court(S)Tribunal(S) that could affect the going concern status of the Company and the Company isoperating in an efficient manner.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review the Company neither had any Subsidiaries nor JointVentures nor Associate Companies.

DEPOSITS

Your Company has neither accepted nor invited any deposit from the public during theyear under review and hence directives issued by Reserve Bank of India and the provisionsof Chapter V (Acceptance of deposits by Companies) of the Companies Act 2013 and rulesframed there under are not applicable for the year. Unsecured loans from Directors of thecompany are Rs. 24378404/- and from Promoter & Promoter Group are Rs. 60282397/-as on 31.03.2021.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a proper internal control system which provides adequate safeguardsand effective monitoring of the transactions and ensures that all assets are safeguardedand protected against loss from unauthorized use or disposition. The Company has aninternal audit system from an outside agency which ensures that the Company's controlmechanism is properly followed and all statutory requirements are duly complied with.Moreover the audit committee of the Company comprising majority of independent directorsregularly reviews the audit plans adequacy of internal control as well as compliance ofaccounting standards. Also the Whole Time Directors/CFO has the responsibility forestablishing and maintaining internal controls for financial reporting and that they alsohave the overall responsibility to evaluate the effectiveness of internal control systemsof the company pertaining to financial reporting and they have to disclose to the auditorsand the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to taketo rectify the deficiencies.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the companyoccurred during the financial year ended as on 31st March 2021 to which thefinancial statements relates as on the date of this report.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND ASSOCIATE COMPANIES:

As per the Companies Act 2013 and as on date the company is neither having anySubsidiary Company u/s 2(87) nor any Associate Company u/s 2(6) and hence do not requiredfor any disclosure under this head.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013.

During the year under review the Company has neither given any Loans nor provided anyGuarantees nor made any Investments under Section 186 of the Companies Act 2013 and hencethe said provisions are not applicable.

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted good practices under its Code of Conduct with respect to itsresponsibility towards society. However the Company was neither required to constitutethe Corporate Social Responsibility Committee nor was required to contribute any amount onCorporate Social Responsibility Initiatives as the said provisions of section 135 andSchedule VII of The Companies Act 2013 are not applicable to the company.

CORPORATE GOVERNANCE

As per Regulation 15(2)(a) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the compliance with theCorporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to(i) of sub-regulation (2) of regulation 46 and Para C D and E of Schedule V of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to the company because the paid up equity share capital of thecompany is not exceeding Rupees Ten Crore and the net worth of the company is notexceeding Rupees Twenty Five Crore as on the last day of the previous financial year.

However in this respect the company has submitted the Certificate for all the fourquarters to Bombay Stock Exchange (BSE) duly signed by the Company Secretary andCompliance Officer of the company for Non Applicability of the Corporate Governanceprovisions and certifying that the Paid Up Capital was below 10 Crore and Net worth wasbelow 25 Crore as on the last day of the previous financial year.

Further the net worth of the Company is exceeding Rupees Twenty Five Crore as on 31stMarch 2021. Thus the compliance with the Corporate Governance provisions as specified inRegulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andPara C D and E of Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 are being applicable on theCompany from 1st April 2021.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars in respect of conservation of energy technology absorption foreignexchange earnings and outgo under Section 134 (3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is given in the ANNEXURE II.

RISK MANAGEMENT

Your Directors have adopted a Risk Management Policy for the Company. The AuditCommittee and the Board of Directors of the Company reviewed the risks if any involvedin the Company from time to time and took appropriate measures to minimize the same. TheAudit Committee ensures that the Policy for Risk Management is adopted across the Companyin an inclusive manner.

VIGIL MECHANISM

Pursuant to section 177 (9) the Companies Act 2013 and rules made there under thecompany has established a Vigil Mechanism which also incorporates a Whistle Blower Policyfor directors and employees to report genuine concerns to provide a framework to promoteresponsible and secure whistle blowing and its commitments to open communication. TheCompany believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.The Company is committed to develop a culture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct.

EMPLOYEES

Employee's relation continued to be cordial throughout the year. Your Directors wish toplace on record their sincere appreciation for the excellent spirit with which the entireteam of the Company worked at factory and office premises and achieved commendableprogress.

During the year under review none of the employee has received remuneration of Rs.8.50 Lacs per month or Rs. 1.02 Crores per year or at a rate which in the aggregate isin excess of that drawn by the managing director or whole-time director or manager andholds by himself or along with his spouse and dependent children not less than twopercent of the equity shares of the company pursuant to Section 197 (12) of the CompaniesAct 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence do not call for any further details referred to in Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

MANAGERIAL REMUNERATION

Disclosures Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

• The percentage increase in remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear;

Name Designation Remuneration Remuneration Change (Rs.) Change (%)
2020-21 2019-20
Mr. Ramdas Goyal Chairman & WTD 1783087 1650000 133087 8.07%
Mr. Amit Modi MD 2263087 2020000 243087 12.03%
Mr. Ramesh Goyal WTD 1783087 1620000 163087 10.07%
Mr. Prakash Bafna WTD 1783087 1620000 163087 10.07%
Mr. Yogesh Agrawal WTD 448200 - - -
Mr. Rohit Mangal CFO 1783087 1620000 163087 10.07%
Ms. Priyanka Sengar CS 153807 281502 (127695) -45.36%
Ms. Saloni Naidu (till 30.09.2020) CS (w.e.f. 01.10.2020) 172080 - - -

• The percentage change in the median remuneration of employees in the financialyear; 34.99%.

• The number of permanent employees on the rolls of company; 263

• Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration; NIL

Remuneration paid to employees Remuneration paid to employees

% Change

Remuneration paid to Managerial Personnel Remuneration paid to Managerial Personnel

% Change

(Excl. Managerial Personnel) (Excl. Managerial Personnel)
2020-21 2019-20 2020-21 2019-20
62538062 46328499 34.99% 8060548 6910000 16.65%

• During the year under review no variable component of remuneration availed byDirectors of the Company;

• It is hereby affirmed that the remuneration paid by the Company to itsDirectors KMP's and Employees during the year under review is as per the NominationRemuneration & Evaluation Policy of the company

PROVISION OF VOTING BY ELECTRONIC MEANS

Your Company is providing E-voting facility under section 108 of the Companies Act2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules2015. The details regarding e-voting facility is being given with the notice of theMeeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report in terms of Regulation 34 (2)(e) SecuritiesAnd Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations2015 are annexed as

ANNEXURE III with this report and shall form part of the Board's report.

INDIAN ACCOUNTING STANDARDS (IND AS) IFRS CONVERGED STANDARDS:

Your Company adopted IND-AS with effect from 1 April 2017 pursuant to Ministry ofCorporate Affairs' notification dated 16 February 2015 notifying the Companies (IndianAccounting Standard) Rules 2015. The Financial Statements which are part of the AnnualReport are being prepared as per the Companies (Indian Accounting Standard) Rules 2015.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company neither has any holding nor is any subsidiary company thereforedisclosure under Section 197 (14) of the Companies Act 2013 not applicable.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued any shares with differential voting rights and accordinglythe provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital andDebentures) Rules 2014 of the Companies Act 2013 and rules framed there under are notapplicable for the year.

DETAILS OF SWEAT EQUITY SHARES

The company has not issued any sweat equity shares and accordingly the provisions ofSection 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules2014 of the Companies Act 2013 and rules framed there under are not applicable for theyear.

DETAILS OF EMPLOYEES STOCK OPTION SCHEME

The company has not granted stock options and accordingly the provisions of Section62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014of the Companies Act 2013 and rules framed there under are not applicable for the year.

BUY BACK OF SECURITIES

The company has not bought back any of its securities during the financial year2020-21.

BONUS SHARES

No Bonus shares were issued during the financial year 2020-21.

DISCLOSURE OF VOTING RIGHTS NOT EXERCISED

The company has not made any provision of money for the purchase of or subscriptionfor shares in the company or its holding company if the purchase of or the subscriptionfor the shares by trustees is for the shares to be held by or for the benefit of theemployees of the company and accordingly the provisions of Chapter IV (Share Capital andDebentures) of the Companies Act 2013 and rules framed there under are not applicable forthe year.

PAYMENT OF LISTING FEE AND DEPOSITORY FEE

Annual Listing Fee for the year 2021-2022 has been paid to Bombay Stock Exchange. TheAnnual Custodial Fees for the year 2021-2022 has been paid to National Depository andSecurities Limited and Central Depository Services (India) Limited.

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

Your Company has approved and adopted the "Policy on Prevention of SexualHarassment at Workplace" to provide equal employment opportunity and is committed toprovide a work environment that ensures every woman employee is treated with dignity andrespect and afforded equitable treatment. The Company has formed an Internal ComplaintsCommittee where employees can register their complaints against sexual harassment. This issupported by the Sexual Harassment Policy which ensures a free and fair enquiry processwith clear timelines. The policy provides for protection against Sexual harassment ofwomen at workplace and for prevention and redressal of such complaints. During the year nocomplaints have been received under the policy.

DEMATERIALISATION

The company's shares are presently held in both electronic and physical modes.

TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND

During the year under review the Company was not required to transfer any amount inthe Investor's Education and Protection Fund.

CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCTUNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS 2015

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board of Directors has formulated and adopted the"Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation" (Code of Fair Disclosure) of the Company. The Board has also formulatedand adopted "Code of Conduct for Prohibition of Insider Trading" (Code ofConduct) of the Company as prescribed under Regulation 9 of the said Regulations.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company has adopted a comprehensive policy on Nomination and Remuneration ofDirectors on the Board. As per such policy candidates proposed to be appointed asDirectors on the Board shall be first reviewed by the Nomination and RemunerationCommittee in its duly convened Meeting. The Nomination and Remuneration Committee shallformulate the criteria for determining the qualifications positive attributes andindependence of a Director and other matters as provided under section 178(3) of theCompanies Act 2013 and recommend to the Board the policy relating to the Remunerationfor the Directors Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee shall ensure that

• The level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully;

• Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

• Remuneration to directors KMPs and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriateto the working of the company and its goals.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE COMPANIES ACT 2013

During the year under review your Directors do not observe any contract arrangementand transaction which could result in a fraud; your Directors hereby take responsibilityto ensure you that the Company has not been encountered with any fraud or fraudulentactivity during the Financial Year 2020-2021.

ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the marketplace and a good reputationare among the primary determinants of value to the shareholder. The organizational visionis founded on the principles of good governance and by the resolve to be acustomer-centric organization which motivates the

Company's Management to be aligned to deliver leading-edge building products backedwith dependable after sales services. Your Company is committed to creating and maximizinglong term value for shareholder and essentially follows a four pronged approach to achievethis end.

a) By increasing all round operational efficiency

b) by identifying strategies that enhance its competitive advantage

c) by managing risks and pursuing opportunities for profitable growth

d) by cementing relationships with other important stakeholder groups throughmeaningful engagement processes and mutually rewarding associations that enable it tocreate positive impacts on the economic societal and environmental dimensions of theTriple Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assuresthe shareholder and investor of receiving transparent and unfettered information on theCompany's performance.

INDUSTRIAL RELATIONS

Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review.

APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT 2016& THERE STATUS

There are no proceedings initiated/pending against your Company under the Insolvencyand Bankruptcy Code 2016 which materially impact the business of the Company.

DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKINGLOAN FROM BANKS & FINANCIAL INSTITUTIONS

There was no One Time Settlement of loan taken from Banks or any financialInstitutions. Hence the difference in valuation does not arise.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the contribution made byemployees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation to the company's bankers viz.State Bank of India Financial institutions shareholders dealers and customers for theirwholehearted and continued support assistance and cooperation which had always been asource of strength for the Company. Without this appreciable support it would not havebeen possible for the company to stands in competitive market therefore company seeksthis support in future too.

Your directors would also like to thank all their shareholders for their continuedfaith in the company and expect the same in future.

FOR AND ON BEHALF OF THE BOARD
Place: Indore RAMDAS GOYAL AMIT MODI
Date: 13.08.2021 CHAIRMAN MANAGING DIRECTOR
DIN: 00150037 DIN: 03124351

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