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Transpek Industry Ltd.

BSE: 506687 Sector: Industrials
NSE: TRANSPEK ISIN Code: INE687A01016
BSE 00:00 | 17 Sep 2338.00 -129.85
(-5.26%)
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NSE 05:30 | 01 Jan Transpek Industry Ltd
OPEN 2467.85
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VOLUME 8806
52-Week high 2599.00
52-Week low 1298.50
P/E 39.51
Mkt Cap.(Rs cr) 1,307
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Sell Price 0.00
Sell Qty 0.00
OPEN 2467.85
CLOSE 2467.85
VOLUME 8806
52-Week high 2599.00
52-Week low 1298.50
P/E 39.51
Mkt Cap.(Rs cr) 1,307
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Transpek Industry Ltd. (TRANSPEK) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Fifty Fourth Annual Reporttogether with the Stand alone and Consolidated

Audited Financial Statements of the Company for the financial year ended 31st March2020.

1. FINANCIAL RESULTS (STANDALONE):

2019 - 2020 2018 2019
Rs. in Lakhs Rs. in Lakhs
Net Sales including Trading and Operating Income 56563.78 59456.57
Other Income 1748.46 1780.35
Cash Profit/(Loss) before Extraordinary Items and Taxes 11942.24 11544.76
Profit/(Loss) before Tax 9352.16 10130.51
Provision for Taxation
Current:
(i) Current Tax 2051.18 2293.09
(ii) Deferred Tax (Asset) / Liability 112.29 1263.72
(iii) Tax adjustment for earlier years (105.67) -
Profit/(Loss) after Tax 7294.36 6573.70
Balance brought forward from Previous Year 15471.11 9493.92
Amount available for appropriation 20734.31 15471.11

Note : Previous year figures have been regrouped / rearranged wherever necessary.

2. DIVIDEND:

During the year under review your Directors had at their meeting held on 26thFebruary 2020 declared an Interim dividend of Rs.10/- (i.e.100%) per equity share of Rs.10/- each on the Equity Share Capital of Rs. 558.56 Lakhs for the year ended 31st March2020.

Further your Directors have recommended a Final Dividend of Rs.2.50/- (i.e. 25%) perequity shares of Rs.10/- each on the

Equity Share Capital of Rs.558.56 Lakhs for the year ended 31st March 2020 (previousyear 200% i.e. Rs.20/- share).

The final dividend will be paid to the members whose names appear in the Register ofMembers as on 16th September 2020 in case of physical shareholding and in respect ofshares in dematerialised form it will be paid to members whose names are furnished by theNational Securities Depository Limited and Central Depository Services (India) Limited asbeneficial owners as on that date.

3. RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS:

The net sale of the Company for the year under review is Rs.56326.25 Lakhs as comparedto Rs.59233.41 Lakhs in the previous year a decrease of 4.99%. Exports have decreased toRs.47006.17 Lakhs from Rs.48352.26 Lakhs in the previous year i.e. a decrease of 2.78%.The Company has achieved a net profit of Rs.7294.36 Lakhs for the year 2019-20 as againstRs.6573.70 Lakhs in the previous year i.e. an increase of 10.96%.

4. OUTLOOK:

We expect the business conditions to remain stable for your Company expecting amoderate growth in volumes for the year

2020-2021.

With the world markets taking a hit in the wake of CoVID-19 Pandemic the world marketsare uncertain at present and many countries are facing major economic issues which willaffect their growth.

Also there is a reduction in the customers product application which might result inreduction in our demand of products by

the suppliers which the Company is trying to recover from other regional and globalcustomers which will take time.

5. QUALITY ENVIRONMENT HEALTH AND SAFETY MANAGEMENT SYSTEMS:

The company is accredited with Quality - Environment - Occupational Health & Safetyand Energy Management systems QMS ISO 9001:2015 EMS ISO 14001:2015 BS OHSAS 18001:2007and EnMS ISO 50001:2011 and TUV - Nord is the Certification agency. This year we areplanning for the upgrade of BS OHSAS 18001:2007 to ISO 45001:2018. The Company iscommitted to ensure protection of the environment and maintenance of biodiversity.

The Company continues taking several initiatives to achieve this goal. The Companyplaces a strong emphasis on ensuring

safety of the employees and surrounding population and has very effective safetymanagement systems in place.

The Company is a member of the Indian Chemical Council and has taken steps to implement‘Responsible Care' a globally

recognised Chemical Industry initiative.

As a part of the Corporate Social Responsibility & Sustainable development inaddition to the other initiatives the company

has continued membership with EcoVadis and achieved Silver rating in Ecovadis audit.

In order to take preventive measures against COVID-19 pandemic Company has followedthe guidelines of WHO and Govt. of India and have taken necessary steps to ensure thesafety and health of the Company employees. Details of preventive measures so taken areplaced on the website of the Company athttps://www.transpek.com/index.php/coronavirus-transpeks-response/.

6. SUBSIDIARY COMPANIES:

Transpek Industry (Europe) Limited (‘TIEL') is a wholly owned subsidiary of theCompany and during the year under review it has continued to provide services to some ofthe Indian companies under REACH regulations. The expenses incurred during the year areapportioned to and recovered by TIEL from Transpek Industry Limited the holding companyand other participating companies resulting in there being no profit and no loss.

During the year your Company incorporated a Wholly Owned Subsidiary viz. TranspekCreative Chemistry Private Limited (TCCPL) on 6th January 2020. TCCPL wasincorporated with the objective of pursuing various business opportunities.

7. DISCLOSURE UNDER THE COMPANIES ACT 2013:

Information given below is pursuant to various disclosure requirements prescribed underthe Companies Act 2013 (hereinafter ‘the Act') the rules thereunder and as per theSecretarial Standard IV on the Report of the Board of Directors to the extent applicableto the Company and is in addition to those included in appropriate places in the CorporateGovernance Report as prescribed under the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 [hereinafter 'SEBI

LODR Regulations'] forming part of the Annual Report.

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

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 and under Part I Disclosures of Secretarial Standard IVis annexed to this report as ‘Annexure I'.

b) WEB ADDRESS WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HASBEEN

PLACED:

The Annual Return in form no. MGT 7 as per Section 134 (3) (a) of the Act read withRule 8 of Companies (Accounts) Rules 2014 and Rule 12 of Companies (Management andAdministration) Rules 2014 is placed on the website of the Companyhttps://www.transpek.com/wp-content/uploads/2019/05/form_mgt-7-05-10-2018-revised.pdf c)EXTRACTS OF ANNUAL RETURN & OTHER DISCLOSURES:

The extract of the Annual Return in form no. MGT-9 as per Section 134(3)(a) of the Actread with Rule 8 of Companies

(Accounts) Rules 2014 and Rule 12 of Companies (Management and Administration) Rules2014 is annexed to this

report as ‘Annexure II'.

d) REMUNERATION POLICY AND INFORMATION REGARDING REMUNERATION:

Particulars of the Company's Remuneration Policy and information pursuant to Rule 5 (1)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 areannexed to this report as ‘Annexure III'. The Copy of policy is placed on thewebsite of the Companyhttps://www.transpek.com/wp-content/uploads/2018/04/Nomination-and-Remuneration-Committee.pdf.e) CRITERIA FOR APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Nomination and Remuneration Committee shall consider the following aspects andtraits for selecting a person for

Directorship:

Qualifications

Age

Expertise and Experience

Understanding of Governance and Management Practices

Independence

The Nomination and Remuneration Committee shall consider the following aspects andtraits for selecting a person for appointment in Key Managerial position and other SeniorManagement Positions:

Qualifications

Age

Experience and Competence

Industry background

Managerial and Leadership abilities

The Copy of policy is placed on the website of the Companyhttps://www.transpek.com/wp-content/uploads/2018/04/Nomination-and-Remuneration-Committee.pdf.f) PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

During the year under review your Company has not directly or indirectly

(i) given any loan to any person or other body corporate other than usual advancesenvisaged in a contract for

supply of materials or equipment or job work if any;

(ii) given any guarantee or provided security in connection with a loan to any otherbody corporate or person;

and

(iii) acquired by way of subscription purchase or otherwise the securities of anyother body corporate except as subscriber of the newly incorporated subsidiary companyTranspek Creative Chemistry Private Limited.

g) RELATED PARTY TRANSACTIONS:

During the year under review all the Related Party Transactions were in the ordinarycourse of business and on an arm's length basis. Those transactions were placed before theAudit Committee of Directors for prior approval in the form of omnibus approval asprovided in SEBI LODR Regulations.

Apart from these the Company has carried out transactions with the following relatedparties as per the contracts

approved by the Audit Committee and Board of Directors of the Company as required underthe Act and the SEBI

LODR Regulations:

continued the arrangement with M/s. TML Industries Limited (‘TML') for manufactureof the Company's product on job-work basis at TML's factory premises situated at Village:Piludra Dist: Bharuch and Village: Karakhadi Dist: Vadodara;

Payment of Commission on Sales to M/s. Anshul Life Science as a Distributor of theCompany's products and

Supply agreement between the Company and Transpek Silox Industry Private Limited(‘TSIPL') for supply of Oleum 65% and Sulphur Dioxide.

Considering the turnover of the Company and as per the criteria laid down under Section188 of the Act and the Rules framed thereunder and under Regulation 23 of the SEBI LODRRegulations both the aforementioned transactions were not “material” requiringshareholders' approval.

Details relating to these transactions have been given in 'Annexure-III' to thisreport in the prescribed form AOC 2 pursuant to clause (h) of sub-section (3) of Section134 of the Act read with Rule 8 (2) of the Companies (Accounts) Rules 2014.

The policy on materiality of related party transactions etc. as approved by the Boardis placed on the Company's

website on the link: http://www.transpek.com/pdf/policy-on-materiality-of-events.pdf.

Your Directors draw attention of the members to Note no.40 to the financial statementwhich sets out related party disclosures.

h) RISK MANAGEMENT:

The Company has formulated a policy to identify and evaluate business risks andopportunities in compliance with the provisions of Section 134 (3) (n) of the Act. Thispolicy framework ensures transparency minimizes adverse impact on the business objectivesand enhances the Company's competitive advantage.

On the basis of ISO: 31000 standard the Company has adopted the Risk ManagementProcedures and has also put a mechanism in place for managing risk factors in technicaland commercial areas.

The Company has voluntarily constituted a Risk Management Committee comprising thefollowing Directors and a

Senior Executive to monitor and review the Risk Management Plan of the Company thoughRegulation 21 of the SEBI

LODR Regulations is not applicable:

1. Shri Bimal V. Mehta :Managing Director & Chairman of the Committee

2. Shri Ravi A. Shroff :Promoter Director & member of the Committee

3. Shri R.B.Shetty :Sr. Vice President Technical & member of the Committee i)EVALUATION OF THE PERFORMANCE OF THE BOARD COMMITTEES OF DIRECTORS AND INDIVIDUAL

DIRECTORS:

Pursuant to the provisions of Sections 134 (3) (p) and 178 of the Act Rule 8 (4) ofthe Companies (Accounts) Rules 2014 and Regulations 17 and 19 of SEBI LODR Regulationsthe Board has carried out an annual performance evaluation of its own performance thedirectors individually evaluation of the Chairman of the Board as well as of the workingof its Audit Nomination & Remuneration and other Committees of the Board. The mannerin which the evaluation has been carried out has been explained in the ‘CorporateGovernance Report' which forms a part of this Annual Report. j) MATERIAL CHANGES ANDCOMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE

COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH

THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Hon'ble Prime Minister of India had during his addressed to the Nation announced anationwide lockdown for a period of three weeks from the midnight of 24th March 2020 tofight COVID-19. The Management had completely shut-down all its plants and facilities fromthe midnight of 24th March 2020 to 26th April 2020. This outbreak affected the businessoperations by way of interruption in production activities supply chain and availabilityof

manpower.

As on the date of this report the manufacturing facilities have since been normalised.

k) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has laid down adequate and effective Internal Financial Controls withreference to financial statements commensurate with its size and nature of businessoperations. During the year such controls were tested and upgraded where necessary andno reportable material weaknesses in their design or operation were observed.

l) LEGAL COMPLIANCE:

The Board has devised proper systems commensurate with the size and operations of theCompany to monitor and ensure compliance of all the applicable laws Rules and Standardsand the said system is found adequate and operating effectively. The functional heads ofthe different departments responsible for compliance submit compliance reports to theManaging Director based on which the Company Secretary and the Managing Director providecompliance certificate to the Board on a quarterly basis.

m) CORPORATE SOCIAL RESPONSIBILITY (CSR):

TIL has identified education health and wellness skilling and nutrition as its focusareas for CSR activities where it was

able to favourably impact the lives of 7798 persons during the year.

The Company directly implements few education programmes for the school childrenresiding around the plant area. Besides this it trained 32 inmates of Vadodara CentralJail in carpentry. It has also constructed rain water harvesting structures in few schoolsof Vadodara district.

It is also supporting Samvitti Foundation for training of girls and women facingdisabilities Sahaj for addressing the health issues of adolescent girls Nutan BalShikshan Sangh for capacity building of anganwadis Vadodara Innovation Council forimparting practical training to students from municipal primary schools RamkrishnaMission for imparting value education to school children and Shroffs Foundation Trust forconducting medical camps at Ekalbara.

Transpek is involved in development of tribal dominated Chhota Udepur and Narmadadistricts where it has supported Shroffs Foundation Trust for running a mobile medicalvan covering 24 villages organising a bal mela and setting up a skill training centre.

The Company has now developed an ambitious programme for bringing the annual income of600 poor tribal farmers to Rs. 100000 or more. This project will be implemented byShroffs Foundation Trust from the year 2020-21 and based on its performance more farmerswill be supported in partnership with other reputed donor agencies in future.

A brief outline of the policy and the CSR activities carried out during the year isannexed to this report as ‘Annexure-

IV'.

n) PARTICULARS OF EMPLOYEES:

The information required under Section 197 (12) of the Act read with Rule 5 (2) of theCompanies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 is annexed as ‘Annexure V'and forms part of this Report.

o) SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR'S REPORT:

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder andRegulation 24A of the SEBI

LODR Regulations the Board of Directors has appointed Shri Vijay L. Vyas PractisingCompany Secretary (FCS: 1602; CP No. 13175) Vadodara as the Secretarial Auditor of theCompany to conduct Secretarial Audit for the year ended 31st March 2020. The SecretarialAuditor has submitted his Report on Secretarial Audit conducted by him which is annexed tothis report as ‘Annexure VI'. The Secretarial Audit Report does not containany qualification reservation or adverse remark.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Ravi A. Shroff Non-Executive and Non-Independent Director of the Company willretire by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Directors recommend his reappointment.

During the year on the recommendations of the Nomination and Remuneration Committee ofDirectors the Board of Directors had at its meeting held on 4th November 2019 appointedShri Anand Mohan Tiwari as Additional Director pursuant to the provisions of Section 161.His appointment was subsequently regularised as Non Executive Independent Directorpursuant to the provisions of Sections 149 and 152 read with Schedule IV Companies(Appointment and Qualification of Directors) Rules 2014 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 by means of anOrdinary Resolution passed through Postal Ballot on 24th December 2019.

9. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ACCOUNT SET UPBY GOVERNMENT OF INDIA:

The Company had not declared any dividend for the financial year 2011-2012. As aresult during the Financial Year 2019-2020 no dividend in the Company's record wasunclaimed and unpaid for a period of consecutive seven years pursuant to the provisions ofInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 and subsequent amendments thereto by the Ministry of Corporate AffairsGovernment of India.

Therefore the Company was not required to transfer any amount of dividend or shares tothe IEPF Authority during the year. The list of the shareholders whose unclaimed / unpaiddividend for years prior to 2011-2012 and the shares were transferred to IEPF is availableon the Company's websitehttps://www.transpek.com/index.php/policies-and-other-information/.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 (3) (c) of the Act with respect toDirectors' Responsibility Statement the

Directors state that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeenfollowed along with proper

explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial

controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such

systems were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the

criteria of independence as prescribed under sub-section (6) of Section 149 the Act aswell as under Regulation 25 of SEBI

LODR Regulations.

12. CORPORATE GOVERNANCE:

A separate report on Corporate Governance as required under Regulation 34 of the SEBILODR Regulations 2015 is included in this Report along with a certificate of the Auditorconfirming its compliance with the conditions of Corporate Governance stipulated under thesaid Regulation.

13. AUDITORS AND AUDITORS' REPORT:

a) STATUTORY AUDITORS:

M/s. CNK & Associates LLP Chartered Accountants who were re-appointed asStatutory Auditors of the Company for a period of five years from the conclusion of the45th Annual General Meeting would be completing their tenure as Statutory Auditors of theCompany at the forthcoming 54th Annual General Meeting.

Pursuant to the provisions of the Companies Act 2013 and the Rules thereunder as theyhave completed their eligible tenure of ten consecutive years as the Statutory Auditors ofthe Company and therefore they shall not be eligible for any further re-appointment beyondthe date of conclusion of the 54th Annual General Meeting.

On the basis of recommendations of the Audit Committee of Directors the Board ofDirectors had at its meeting held on 24th June 2020 appointed M/s. Bansi S. Mehta&Co. Chartered Accountants as the Statutory Auditors of the Company for the period of fiveyears from the completion of the 54th Annual General Meeting upto conclusion of the 59thAnnual General Meeting to be held in 2025.

The Auditors' Report does not contain any qualification reservation or adverse remarkor disclaimer. The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.

b) COST AUDIT COMPLIANCE:

The Board has re-appointed M/s. Y.S.Thakar & Co. Cost Accountants as the CostAuditors for conducting cost audit of cost records of the Company for the Financial Year2020-2021 under Section 148 (1) of the Act.

Pursuant to Section 148 of the Companies Act 2013 and the Companies (Cost Records andAudit) Rules 2014 Cost Audit Report for the financial year ended 31st March 2019 wassubmitted to the Central Government on 2nd September 2019. Necessary resolution forratification of their remuneration is being proposed at the ensuing 54th Annual GeneralMeeting. Their Report does not contain any qualification reservation or adverse remark ordisclaimer.

14. DISCLOSURES:

a) AUDIT COMMITTEE:

Details of the composition of the Audit Committee of Directors of the Company have beenmentioned in the Corporate Governance Report. During the year under review there were noinstances wherein the Board of Directors of the Company did not accept the recommendationsof the Audit Committee.

More details about all the Committees of Directors are given in the CorporateGovernance Report.

b) MEETINGS OF THE BOARD:

During the year under review 8 (eight) Board meetings were held. For further detailsplease refer to the Report on Corporate Governance. c) VIGIL MECHANISM:

The Company has established a Vigil Mechanism and a Whistle Blower Policy to reportgenuine concerns about unethical behaviour actual or suspected fraud or violation of codeof conduct details of which have been given in the Corporate Governance Report. TheWhistle Blower Policy has been posted on the website of the Company and can be accessed atlink http://www.transpek.com/pdf/whistle-blower-policy.pdf.

15. CHANGE IN THE NATURE OF BUSINESS:

During the year under review there was no change in the nature of the business of theCompany.

16. FIXED DEPOSITS:

During the year under review your Company has accepted/renewed deposits amounting toRs.90009000/- only from the shareholders of the Company. The deposits which maturedand remained unclaimed as at 31st March 2020 amount to Rs.328000/-. The Company hadsent written reminders to the Depositors for their appropriate action in this regard andas on the date of this report deposits amounting to Rs.328000/- only have remainedunclaimed.

The Deposits and Interest which remained unclaimed for the last seven years have beentransferred to the Investor Education and Protection Fund as required under Section 125 ofthe Act. The list of the depositors whose deposits and interest are transferred to IEPF isavailable on the Company's websitehttps://www.transpek.com/index.php/policies-and-other-information/.

During the year there has been no default in repayment of deposits or payment ofinterest thereon. Also during the year

there were no deposits accepted by the Company which did not comply with therequirements of Chapter V of the Act.

17. STOCK EXCHANGE:

The Company's equity shares are listed on the BSE Limited and the Listing Fees of theCompany for the Financial Year 2019-

2020 have been paid. The address of the said Exchange is as under:

BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street Fort Mumbai 400 001.
Scrip ID: ‘transpek'; Scrip Code: 506687; Group/Index: ‘X'; ISIN: INE687A01016

18. HEALTH CARE AND WELFARE OF EMPLOYEES:

Employees' Welfare Schemes such as subsidized food in the Company's canteen at thefactory medical facilities Group Term Life Insurance Group Mediclaim Insurance andGroup Accident Insurance continued to be maintained by the Company. The Company has alsoavailed a top up medical insurance policy of Rs.500000/- for all its employees so thatthey can avail proper medical facilities in case they get affected by CoVID-19. Sports andcultural activities are given due importance. The Company has also set up a place fordoing Yoga playing Table Tennis and a Gym for the employees. Employees are also givencore long-term health offering which includes making available preventive medicalexaminations to cover fields of mental health fitness and nutrition. Reports show thatthe examinations contribute to improvement in fitness and nutrition. Employees are offeredtraining programmes and workshops on health-oriented leadership. Monetary support is alsogiven to employees who wish to acquire higher educational qualifications.

Company had also taken following steps to combat CoVID-19 pandemic situation:

Suspension of all domestic and international travels

Engagement with employees to emphasize use of masks sanitizer social distancinghygiene and self-isolation wherever applicable.

Enhanced sanitation and cleaning at the factory

Work from home facility to employees operating from Corporate Office

Organizing and conducting meetings through Video or Audio conferencing.

Providing them with 2 kits each of ayurvedic medicines to help boost immunity.

ANNEXURE-I TO THE DIRECTORS' REPORT

Merit awards are given to employees' children for their academic achievements. TheCompany promotes innovation rewards for performance and provides opportunities for peopleto grow. In addition your Company has put in place a range of initiatives for attractingand retaining a high performance work force. The Company also rewards exemplaryperformance of employees.

19. PROTECTION OF WOMEN AT WORKPLACE:

The Company has employed a number of women in various cadres. It has put in place aSexual Harassment Policy in line with the requirements of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013. An internal committee ofwomen employees is also set up to redress complaints received which are monitored by womensupervisors who are fully aware of the Policy and redressal mechanism. All employees ofthe Company and those of contractors as well as trainees are covered under this Policy. Nocomplaint was received from any employee during the financial year 2019-2020 and nocomplaint is pending as on 31st March 2020 for redressal.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis as required under Regulation 34 (2)(e) and Schedule V of SEBI LODR

Regulations dealing with the Operations Business Performance etc. is given separatelyand it forms part of this Annual

Report.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the co-operation and assistance extended to theCompany by the Company's Bankers and Central and State Government agencies. Your Directorsalso wish to place on record their appreciation of the contribution made by employees atall levels towards the growth of the Company. Your Directors acknowledge with gratitudethe support of the shareholders investors customers and suppliers for the faith reposedin the Company and its management.

BY ORDER OF THE BOARD
PLACE: VADODARA A. C. SHROFF
DATED: 24th June 2020 CHAIRMAN

.