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Tirupati Starch & Chemicals Ltd.

BSE: 524582 Sector: Others
NSE: N.A. ISIN Code: INE314D01011
BSE 13:46 | 29 Oct 37.00 1.00
(2.78%)
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37.80

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37.80

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35.00

NSE 05:30 | 01 Jan Tirupati Starch & Chemicals Ltd
OPEN 37.80
PREVIOUS CLOSE 36.00
VOLUME 33
52-Week high 49.50
52-Week low 12.15
P/E
Mkt Cap.(Rs cr) 23
Buy Price 34.20
Buy Qty 500.00
Sell Price 36.95
Sell Qty 100.00
OPEN 37.80
CLOSE 36.00
VOLUME 33
52-Week high 49.50
52-Week low 12.15
P/E
Mkt Cap.(Rs cr) 23
Buy Price 34.20
Buy Qty 500.00
Sell Price 36.95
Sell Qty 100.00

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

Company director report

To

The Members

Tirupati Starch and Chemicals Limited Indore

Your Directors have pleasure in presenting the 33rd Annual Report togetherwith Audited Financial Statements of the Company for the Financial Year ended 31st March2019. Further in compliance with the Companies Act 2013 the Company has made requisitedisclosures in this Board's Report with the objective of accountability and transparencyin its operations to make you aware about its performance and future perspective of theCompany.

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 2019:

(Amount in Rs.)

Particulars Current Year Previous Year
2018-2019 2017-18 .
Total Revenue 2277721638.54 2206990037.31
Total Expenses 2236541214.93 2184666953.29
Profit Before Tax 41180423.61 22323084.02
Tax Expenses : 8779373.00 4593941.00
Short / (Excess) provision of Income Tax of Earlier Years 0.00 (21321.00)
Current Tax 9025685.00 4791715.00
Deferred Tax 8373401.00 4868941.00
MAT Credit Entitlement (8619713.00 (5045394.00)
Profit After Tax 32401050.61 17729143.02
Carried to Balance Sheet 32401050.61 17729143.02

PERFORMANCE REVIEW

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

During the year under review the Company's total revenue was Rs. 2277721638.54/-(Rupees Two Twenty Seven Crores Seventy Seven Lacs Twenty One Thousand and Six HundredThirty Eight Only) as compared to Rs. 2206990037.31/-(Rupees Two Twenty Crores SixtyNine Lacs Ninty Thousand Thirty Seven Only) and Company reported a profit of Rs.32401050.61/- (Rupees Three Crore Twenty Four Lacs One Thousand and Fifty Only) ascompared to a profit of Rs. 17729143.02/- (Rupees One Crore Seventy Seven Lacs TwentyNine Thousand and One Hundred Forty Three Only) for the Financial Year ended 31st March2018.

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.

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. By doing so your Company will be able to achieve a highertop line and improve its bottom line in the years to come.

SHARE CAPITAL

During the year under review the Company neither increased nor decreased its Equityand Preference Share Capital.

The breakup of Equity and Preference Share Capital of your Company as on 31st March2019 is as following:

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

• The Authorized Preference Share Capital is Rs. Rs. 40000000/- (Rupees FourCrores Only) divided into 4000000 (Forty Lacs) Preference Shares of Rs. 10/- (RupeesTen) each.

• The Paid Up Equity Share Capital is Rs. 60931760/- (Rupees Six Crore NineLacs Thirty One Thousand Seven Hundred Sixty Only) divided into 6093176 (Sixty LacsNinety Three Thousand One Hundred and Seventy Six) Equity Shares of Rs. 10/- (Rupees Ten)each.

• The Paid Up 0% Redeemable Preference Share Capital is Rs. 15000000 (RupeesOne Crore Fifty Lacs Only) divided into 1500000 (Fifteen Lacs) 0% Redeemable PreferenceShares of Rs. 10/- (Rupees Ten) each.

CREDIT RATING:

Acuite Ratings & Research Limited vide their letter dated 05th July 2019; haveassigned the following ratings to the bank loan facilities of Rs. 10 Crores availed by theCompany:

Total Bank Loan Facilities Rated Rs. 10 Crore (Rs. Ten Crores)
Long Term Rating ACUITE BBB - Outlook: Stable

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. 32401050.61/- to General Reserve during theyear under review.

REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THE COMPANIES ACT2013

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.14759705.52/- (Rupees One Crore Forty Seven Lacs Fifty Nine Thousand Seven Hundred Fiveand Fifty Two Paise only). The major export markets of the Company are South AfricaKuwait Dubai Durban Australia and Angola. Further your Company intends to continuewith its long term export oriented marketing policy by penetrating more in its existinginternational market and exploring new avenues for its high value products.

DIRECTORS & 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 there were following changes that took place in theDirectors and Key Managerial Personnel of the Company:

• Mr. Ramdas Goyal (DIN: 00150037) Chairman of the Company has tendered hisresignation from the post of Managing Director due to some personal reasons on 20th May2019 and further the Board has appointed him as a Whole Time Director for the term of 3years w.e.f. 01st June 2019 at the duly convened Board Meeting held on 27th May 2019 onthe terms and conditions as discussed subject to the approval of Members in ensuing AGM.

• Mr. Amit Modi (DIN: 03124351) Whole Time Director of the Company was appointedas a Managing Director for the term of 3 years w.e.f. 01st June 2019 at the duly convenedBoard Meeting held on 27th May 2019 on the terms and conditions as discussed subject tothe approval of Members in ensuing AGM.

• Mr. Prakash Chand Bafna (DIN: 00107070) Whole Time Director of the Company whohas attained the age of 70 Years in May 2019 was re-appointed as a Whole Time Directorfor the term of 3 years w.e.f. 01st June 2019 at the duly convened Board Meeting held on27th May 2019 on the terms and conditions as discussed subject to the approval of Membersin ensuing AGM.

• During the year under review Mr. Ramesh Goyal (DIN: 00293615) and Mr. PrakashChand Bafna (DIN: 00107070) would retire by rotation at the ensuing Annual General Meetingof the Company. Proposals for their reappointment have been included in the Notice ofAnnual General Meeting for your 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.

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 the independentdirectors fulfills the criteria of the independency as required under the Companies Act2013 and the SEBI (LODR) Regulations 2015.

Executive Directors seeking Re-appointment :

Mr. Prakash Chand Bafna (DIN: 00107070) Whole Time Director of the Company who hasattained the age of 70 Years in May 2019 was re-appointed as a Whole Time Director forthe term of 3 years w.e.f. 01st June 2019 at the duly convened Board Meeting held on 27thMay 2019 on the recommendation of the Nomination and Remuneration Committee.

Your Board of directors recommends to pass special resolution as per the proviso ofsection 196 (3) (a) of the Companies Act 2013 to that effect as set out in the notice ofthe Annual General Meeting and justification for re-appointing his is being annexed in theexplanatory statement.

BOARD OF DIRECTORS

Composition

a) The composition of the Board of Directors during the year under review wereas follows :

S.N. Name Category Designation
1 Mr. Ramdas Goyal* Executive Director Chairman & Whole Time Director
2 Mr. Amit Modi** Executive Director Managing Director
3 Mr. Prakash Chand Bafna*** Executive Director Whole-Time Director
4 Mr. Ramesh Goyal Executive Director Whole-Time Director
5 Mr. Yogesh Kumar Agrawal Non-Executive Director 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

* Mr. Ramdas Goyal has tendered his resignation from the post of Managing Director on20th May 2019 and further the Board has appointed him as Whole Time Director (WTD) w.e.f.01.06.2019.

** Mr. Amit Modi has been appointed as Managing Director w.e.f. 01.06.2019.

*** The Board has re-appointed Mr. Prakash Chand Bafna who has attained the age of 70Years as a Whole Time Director w.e.f. 01.06.2019.

b) During the financial year 2018-19 the Board of Directors met 5 (Five) times. Thetime gap between any two meetings did not exceed 120 (One Hundred Twenty) days.

Board Meetings and Attendance :

Name of Directors 30.05.18 14.08.18 01.11.18 27.12.18 13.02.19
Mr. Ramdas Goyal Present Present Present Present Present
Mr. Amit Modi Present Present Present Present Present
Mr. Prakash Chand Bafna Present Present Present Present Present
Mr. Ramesh Goyal Present Present Present Present Present
Mr. Yogesh Kumar Agrawal Present Present Present Present Present
Mrs. Pramila Jajodia Present Present Present Present Present
Mrs. Shashikala Mangal Present Present Present Present Present
Mr. Ashish Agrawal Present Present Present Present Present
Mr. Vinod Kumar Garg Present Present Present Present Present
Mr. Nitin Kumar Gupta Present Present Present Present Present
Mr. Ramesh Agrawal 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 13th February 2019.

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.N. Name Designation Position in the Committee
1 CA. Ashish Agrawal Independent Director Chairman
2 Mr. Yogesh Kumar Agrawal Non Independent Director Member
3 Mr. Vinod Kumar Garg Independent Director Member

Audit Committee Meetings and Attendance :

Particulars 30.05.18 14.08.18 01.11.18 13.02.19
Mr. Ashish Agrawal Present Present Present Present
Mr. Yogesh K. Agrawal Present Present Present Present
Mr. Vindo 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 32ndAnnual General Meeting of the Company held on September 22 2018. The constitution of theCommittee meets with the requirement of Section 177 of the Companies Act 2013 and SEBI(LODR) Regulations.

The Audit Committee reviewed the reports of the internal auditors the report s 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.N. Name Designation Position in the Committee
1 Mr. Vinod Kumar Garg Independent Director Chairman
2 Mr. Ashish Agrawal Independent Director Member
3 Mrs. Shashikala Mangal Non-Executive Director Member

Nomination and Remuneration Committee Meetings and Attendance:

S.N. Particulars Designation 14.08.2018
1 Mr. Vinod Kumar Garg Independent Director Present
2 Mr. Ashish Agrawal Independent Director Present
3 Mrs. 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 32nd Annual General Meeting of theCompany held on September 22 2018. The constitution of the Committee meets with therequirement of Section 177 of the Companies Act 2013 and SEBI (LODR) Regulations.

(c) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Stakeholders Relationship Committee Composition:

S.N. Name Designation Position in the Committee
1 Mr. Vinod Kumar Garg Independent Director Chairman
2 Mr. Ashish Agrawal Independent Director Member
3 Mr. Yogesh K. Agrawal Non Executive Director Member

Stakeholders Relationship Committee Meetings and Attendance:

Particulars 30.05.18 28.09.18 25.10.18 14.11.18 08.12.18 20.12.18 07.01.19 08.02.19 28.02.19 27.03.19
Mr. Vinod Kumar Garg Present Present Present Present Present Present Present Present Present Present
Mr. Ashish Agrawal Present Present Present Present Present Present Present Present Present Present
Mr. Yogesh K Agrawal Present Present Present Present Absent Present 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 32ndAnnual General Meeting of the Company held on September 22 2018. The constitution of theCommittee meets with the requirement of Section 177 of the Companies Act 2013 and ListingRegulations.

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 27th May 2019 has carried out anAnnual evaluation for the financial year 2018-2019 of the performance of the Committees ofthe Board of all the individual directors and of all the independent directors of thecompany 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 2019 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 ended31st March 2019 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.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT - 9 as provided under Section 92 (3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 is annexed hereto as ANNEXURE - I with this report and shall form part of theBoard's Report. The same shall be available on the website of the Companyhttp://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/NOMINATION- 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_MANAGEMENT_POLICY.pdf

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

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

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 sub-section (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 13th February 2019.

AUDITORS:

Statutory Auditors

M/s. A. P. G. and Associates Chartered Accountants Indore having ICAI FirmRegistration Number 119598W and Membership Number 411569 were appointed as StatutoryAuditors of the Company in the 29th Annual General Meeting of the company upto conclusionof 34th Annual General Meeting subject to ratification by the members at every AnnualGeneral Meeting if so required under the Act. The requirement to place the matterrelating to appointment of auditors for ratification by Members at every AGM has been doneaway by the Companies (Amendment) Act 2017 with effect from May 7 2018. Accordingly noresolution is being proposed for ratification of appointment of statutory auditors at theensuing AGM and a note in respect of same has been included in the Notice for this AGM.

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 P.S. Tripathi & Associates Company Secretaries Indore (M.P) toundertake and conduct the Secretarial Audit of the Company for Financial Year 2018-2019.The Secretarial Auditor of the Company have submitted their Report (Form MR- 3) forFinancial Year 2018-2019 and the same is annexed with this Board's Report as ANNEXURE- II.

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.

The statutory auditor's report does not contain any qualifications reservations oradverse remarks or disclaimer.

The Board's comments on the qualifications reservations and adverse remarks so givenin the Statutory Audit Report are as under:

Composition of Board with regard to minimum number of independent directorsare not as per the Regulation 17(1)(b) SEBI (LODR) Regulation 2015.

Reply: Company has complied with the requirement of the Companies Act 2013 andefforts are being made to comply with the of SEBI (LODR) Regulation 2015 in this regard.Further the management ensures that in future all the provisions shall be complied withthe fullest extent.

Non-filings of FLA Return as per (Foreign Exchange and Management Act 1999)with RBI.

Reply: - Company is under process of filing FLA return as presecribed (ForeignExchange and Management Act 1999) with RBI.

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 such transactions falling under sub-section (1) of section 188of the Companies Act 2013 so no 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. However Unsecured loans fromDirectors of the company are Rs. 32243631/- and from Promoters and their relatives areRs. 72887084/- as on 31.03.2019 pursuant to stipulation made by lenders of the Company.

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 2019 to which the financialstatements 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 RESPONSIBILTY

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 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 are not applicable to the company because the paid up equity sharecapital of the company is not exceeding Rupees Ten Crore and the net worth of the companyis not exceeding Rupees Twenty Five Crore as on the last day of the previous financialyear.

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.

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 III.

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:

1. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

Name Designation Remuneration 2018-19 Remuneration 2017-18 Change (Rs.) Change (%)
Mr. Ramdas Goyal WTD 900000 300000 600000 200
Mr. Amit Modi MD 855000 300000 555000 185
Mr. Ramesh Goyal WTD 855000 300000 555000 185
Mr. Prakash Chand Bafna WTD 855000 300000 555000 185
Mr. Rohit Mangal CFO 855000 350000 505000 144.29
Ms. Chandani Saruparia* CS 45293 98400 (53107) (53.97)
Ms. Priyanka Sengar* CS 202032 - - 100.00

* During the year under review Ms. Chandani Saruparia CS resigned w.e.f. 26thJune 2018 and Ms. Priyanka Sengar CS joined the Company w.e.f. 01st July 2018.

• The percentage increase in the median remuneration of employees in the financialyear; 16.48%.

• The number of permanent employees on the rolls of company; 308

• 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;

Remuneration paid to employees (Excl. Managerial Personnel) 2018-19 Remuneration paid to employees (Excl. Managerial Personnel) 2017-18 % Change Remuneration paid to Managerial Personnel 2018-19 Remuneration paid to Managerial Personnel 2017-18 % Change
49575477 42560945 16.48% 3465000 1350000 156.67%

• 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 - IV with this report and shall form part of the Board'sreport.

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 year2018-19.

BONUS SHARES

No Bonus shares were issued during the financial year 2018-19.

DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED

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 2019 - 2020 has been paid to Bombay Stock Exchange. TheAnnual Custodial Fees for the year 2019 - 2020 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 2018-2019.

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 todeliver leading-edge building products backed with dependable after sales services. YourCompany is committed to creating and maximizing long term value for shareholder andessentially follows a four pronged approach to achieve this end. a) By increasing allround operational efficiency b) by identifying strategies that enhance its competitiveadvantage c) by managing risks and pursuing opportunities for profitable growth d) bycementing relationships with other important stakeholder groups through meaningfulengagement processes and mutually rewarding associations that enable it to create positiveimpacts on the economic societal and environmental dimensions of the Triple 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.

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 co-operation 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 of Directors
Place: INDORE RAMDAS GOYAL AMIT MODI
Date: 12.08.2019 CHAIRMAN MANAGING DIRECTOR
DIN: 00150037 DIN: 03124351

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