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Transpek Industry Ltd.

BSE: 506687 Sector: Industrials
NSE: TRANSPEK ISIN Code: INE687A01016
BSE 00:00 | 17 Aug 1957.15 -33.85
(-1.70%)
OPEN

1976.10

HIGH

2019.50

LOW

1950.00

NSE 05:30 | 01 Jan Transpek Industry Ltd
OPEN 1976.10
PREVIOUS CLOSE 1991.00
VOLUME 4736
52-Week high 2695.00
52-Week low 1329.95
P/E 16.01
Mkt Cap.(Rs cr) 1,094
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1976.10
CLOSE 1991.00
VOLUME 4736
52-Week high 2695.00
52-Week low 1329.95
P/E 16.01
Mkt Cap.(Rs cr) 1,094
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

Transpek Industry Limited

Your Directors have pleasure in presenting the Fifty Fifth Annual Report togetherwith the Stand alone and Consolidated Audited Financial Statements of the Company for thefinancial year ended 31st March 2021.

1. FINANCIAL RESULTS (Stand-alone):

2020-2021 2019-2020
Rs.in Lakhs Rs.in Lakhs
Net Sales including Trading and Operating Income 32940.03 56563.78
Other Income 1721.31 1748.46
Cash Profit/(Loss) before Extraordinary Items and Taxes 5404.86 11942.24
Profit/(Loss) before Tax 2554.31 9352.16
Provision for Taxation
Current:
(i) Current Tax 476.70 2051.18
(ii) Deferred Tax (Asset)/Liability (253.84) 112.29
(iii) Tax adjustment for earlier years (83.30) (105.67)
Profit/(Loss) after Tax 2331.45 7294.36
Balance brought forward from Previous Year 20734.31 15471.11
Amount available for appropriation 22909.05 20734.31

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

2. DIVIDEND:

Your Directors have recommended a Dividend of Rs.7.5/- (i.e. 75%) per equity shares ofRs.10/- each on the Equity Share Capital of Rs.558.56 Lakhs for the year ended 31st March2021 (previous year Interim Dividend 100% i.e. Rs.10/- per share and Final Dividend 25%i.e. Rs.2.5/- per share).

The dividend will be paid after approval of shareholders to the members whose namesappear on the Register of Members as on 7th September 2021 in case of physicalshareholding and in respect of shares in dematerialised form it will be paid to memberswhose names are furnished by the National Securities Depository Limited and CentralDepository Services (India) Limited as beneficial 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.33730.17 lakhs as comparedto Rs.56326.25 lakhs in the previous year a decrease of 40.12%. Exports have decreased toRs.26530.98 lakhs from Rs.47006.17 lakhs in the previous year i.e. a decrease of 43.56%.The Company has achieved a net profit of Rs.2331.45 lakhs for the year 2020-2021 asagainst Rs.7294.36 lakhs in the previous year i.e. a decrease of 68.04%.

4. OUTLOOK:

Details on the outlook are given in the Management Discussion and Analysis Report.

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 OHSMS ISO 45001:2018and EnMS ISO 50001:2018 and TUV - Sud is the Certification agency.

The Company is committed to ensure protection of the environment and maintenance ofbiodiversity.

The Company continues taking several initiatives to achieve this goal. The Companyplaces a strong emphasis on ensuring occupational health and safety of the employees andsurrounding population and has very effective safety management 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 and Sustainable development inaddition to the other initiatives the Company has continued membership with EcoVadis andachieved Silver rating in Ecovadis audit.

In order to take preventive measures against COVID-19 pandemic the Company hasfollowed the guidelines of WHO and Government of India in taking necessary steps to ensurethe safety and health of its employees.

6. SUBSIDIARY COMPANIES:

Transpek Industry (Europe) Limited

Transpek Industry (Europe) Limited ('TIEL') is a wholly owned subsidiary of theCompany which was incorporated mainly to provide services to the Company for registrationof its products under REACH (Registration Evaluation Authorisation and restriction ofChemicals) Regulations in the European Union. Since UK has exited the European Union (EU)the main objective with which TIEL was incorporated has been rendered irrelevant.

Therefore your Board of Directors had at its meeting held on 10th February 2021considered and approved the proposal for striking off of TIEL the wholly owned subsidiaryof the Company from the Companies House United Kingdom. Presently TIEL is in theprocess of getting itself struck off from the Companies House UK.

Transpek Creative Chemistry Private Limited

Transpek Creative Chemistry Private Limited (TCCPL) is a wholly owned subsidiary of theCompany which was incorporated on 6th January 2020 with the objective of pursuing variousbusiness opportunities. The Company had decided to pursue a new project through TCCPL forwhich a disclosure regarding investments in TCCPL to the tune of Rs.120 Crores was made toBSE Limited. However in the aftermath of Covid-19 Pandemic the said project was put onhold.

The said project is still kept on hold considering the large uncertainty that stillprevails due to Covid-19 Pandemic. At a later stage the Company would further review thesituation and suitably disseminate the status for the information of the members of theCompany through BSE Ltd.

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 & D i s c l o s ure Re q u i re m e n t s ) Re g u l a ti o n s 2 01 5 [hereinafter 'SEBI LODRRegulations'] 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 Company https://www.transpek.com/wp-content/uploads/2021/05/Form MGT-7-19- 20.pdf

c) 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 - II'. A copy of Policy is placed on thewebsite of the Company https://www.transpek.com/wp-content/uploads/2018/04/Nomination-and- Remuneration-Committee.pdf.

d) 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 M a n a g e ri a l p o s i t i o n an d o t h e r S e n i o r Management positions

• Qualifications

• Age

• Experience and Competence

• Industry background

• Managerial and Leadership abilities

A copy of the Policy is placed on the website of the Company. The link of the saidpolicy is mentioned at point 7 (c).

e) 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 orjob 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 company-Transpek Creative Chemistry Private Limited.

f) RELATED PARTY TRANSACTIONS:

During the year under review all the Related Party Transactions of repetitive naturewere in the ordinary course of business and on an arm's length basis. Those transactionswere placed before the Audit Committee of Directors for prior approval in the form ofomnibus approval as provided in SEBI LODR Regulations and Rule 6A of the Companies(Meetings of Board and its Powers) Rules 2014.

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 theCompany as required under the Act and the SEBI LODR Regulations:

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

• receipt of lease rent for leasing of the Company's assets to TML pursuant toLease Agreement;

• Payment of Commission on Sales to M/s. Anshul Life Science as a Distributor ofthe Company's products; and

• Supply agreement between the Company and Transpek - Silox Industry PrivateLimited ('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 all the aforementioned transactions were not "material" requiringshareholders' approval.

Details relating to these transactions have been given in 'Annexure - III' tothis report in the prescribed form AOC - 2 pursuant to clause (h) of sub-section (3) ofSection 134 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. 44 to the financial statementwhich sets out related party disclosures.

g) 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. A brief analysis of the Company's opportunities and threats aregiven in Management Discussion and Analysis Report.

During the year under review your Company has re-constituted the Risk ManagementCommittee comprising the following to monitor and review the Risk Management Plan of theCompany pursuant to amendments in the provisions of Regulation 21 of the SEBI LODRRegulations 2015:

1. Shri Bimal V. Mehta : Managing Director

2. Shri Ravi A. Shroff : Director

3. Shri Anand M. Tiwari : Independent Director

4. Shri Ninad D. Gupte : Independent Director

h) EVALUATION OF THE PERFORMANCE OF THE BOARD COMMITTEES OF DIRECTORS AND INDIVIDUALDIRECTORS:

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 the 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.

i) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments that have affected the financialposition of the Company which have occurred between the financial year ended on 31stMarch 2021 and the date of this report.

j) 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.

k) 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.

l) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The organizations to whom your Company had provided funds for carrying out its CSRactivities did excellent work by changing their strategies.

Unified Growth Foundation (UGF) works for children.

SaMvitti Foundation works for empowerment of women. Both institutions carried outthe Company's CSR activities online. "Bal Murti" Magazine reached out to 5000children in 143 countries. SaMvitti conducted 60 online sessions.

SAHAJ Foundation focused on creating awareness for COVID-19 protocols along withReproductive Health and Anemia Prevention work.

Aatapi Seva Foundation provided relief and preventive activities during thepandemic to more than 2000 marginalized farmers in 5 villages of Jambusar Block of BharuchDistrict.

Shroffs Foundation Trust

The Mobile Medical Unit of SFT at Chhotaudepur reached out to 5723 participants in 24villages creating health awareness and treating patients at their door-steps. 2500participants were also given immunity booster masks and sanitizers to stay safe.

Your Company supported Shardadevi Gramodyog Society for equipments like Cold Room ColdStorage and Quality Assurance lab to upscale their processing unit for fruits andvegetables. The Society was thus able to process 21.10 tons of fruits and vegetables whichadded value to the communities and in obtaining more lucrative price for farmers. Theprofit is being shared by the society with 250 tribal families.

The Farm School Training initiative trained 60 youths in multi-skills like weldinghousehold electric repairs work plumbing and sewing. With this training youth wereenabled in providing repair and maintenance service to local families where no suchservice was available. The youth so enabled turned self-employed and started earning fromRs. 2000/- to Rs. 8000/- per month.

Your Company supports the remote "Dediyapada Development Centre" ofNarmada District. Under its Farm Service Initiative in collaboration with Krishi VigyanCentre it has worked with 70 farmers of 6 villages to improve their crop practices andintroducing newer crop varities. It has grown 300 teak trees as Agro Forestry.

Under the prestigious "Jal Jeevan Mission" of Govt. of India theCentre has helped 45 villages to plan distribution of water and trained the Pani Samitiesin the operation and maintenance of village water supply system - 'Har Ghar Jal'.

The "Zero Waste Village" initiative in Khanderaopura of Padra Talukahas been completed with the installation of 120 kilo liters per day Bio-Filter Plant whichhas been handed over by Shri Anil Mukim Chief Secretary Government of Gujarat to thevillage panchayat for operation and maintenance.

The "Lakhpati Kisan Yojna" a 6 year programme started with atri-partite agreement among your Company Shroffs Foundation Trust ("SFT") andNABARD. SFT was able to leverage 4 times the amount given by the Company. The projectenvisages working with 500 farmers of 9 villages of Chhotaudepur to make each farmer a"Lakhpati Kisan."

CSR activities carried out directly by the

Company

Your Company's own CSR team has also initiated programmes in villages in and aroundEkalbara. The team has conducted coaching classes for 36 students of class IX and X forbetter performance. The parents' feedback shows satisfaction and confidence in theirchildren. The Jewellery Making Project trained 47 more women this year. They earn Rs.2000to Rs. 2500 per month. A "Vocational Training Programme" for local youths andschool drop-outs has been initiated this year. The training has started with 16 youngparticipants in welding wireman and lathe operator trades. It is envisaged to expand thetrades in sheet metal plumbing and solar technicians reaching out to 200 youth. At theinstance of the Collectorate of Vadodara the rain water harvesting structures for waterconservation were successfully completed in 6 primary schools of Vadodara.

A brief outline of the policy and the report on CSR activities carried out during theyear is annexed to this report as 'Annexure - IV'.

m) 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.

n) SECRETARIAL AUDITOR AND SECRETARIAL AUDITORS 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 ShriVijay L. Vyas Practising Company Secretary (FCS: 1602; CP No. 13175) Vadodara as theSecretarial Auditor of the Company to conduct Secretarial Audit for the year ended 31stMarch 2021. The Secretarial Auditor has submitted his Report on Secretarial Auditconducted by him which is annexed to this report as 'Annexure - VI'. He has alsogiven Secretarial Compliance Report as required under SEBI LODR Regulations. The saidReports do not contain any qualification reservation or adverse remark.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

9. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ACCOUNT SET UP BYGOVERNMENT OF INDIA:

During the year under review your Company has transferred the unclaimed dividend and3359 equity shares of the shareholders of the Company whose dividend had been lyingunclaimed with the Company for a period of seven consecutive years pursuant to InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 and subsequent amendments thereto by the Ministry of Corporate Affairs Government ofIndia.

The list of the shareholders is available on the Company's website https://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 appli ca ble a ccou nti ng sta ndards had been followed 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 operatingeffectively; 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 as well 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

The members of the Company had at their 54th Annual General Meeting held on 23rdSeptember 2020 appointed M/s. Bansi S. Mehta & Co. Chartered Accountants Mumbai asStatutory Auditors of the Company for a period of five years i.e. from the conclusion ofthe 54th Annual General Meeting upto the conclusion of 59th Annual General Meeting to beheld in the year 2025 as prescribed under Section 139(1) and (2) of the Act and relevantrules framed thereunder.

The Auditors' Report does not contain any qualification reservation or adverse remarkor disclaimer. The Notes on financial statement referred to in the Auditors' Report areselfexplanatory 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 Year2021-2022 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 2020 wassubmitted to the Central Government on 8th September 2020. Necessary resolution forapproval of their remuneration for the FY 2021-22 is being proposed at the ensuing 55thAnnual General Meeting. Their Report does not contain any qualification reservation oradverse remark or disclaimer.

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 5 (five) board meetings were held. For further detailsplease refer to the Report on Corporate Governance.

c) VIGIL MECHANISM/WHISTLE BLOWER:

The Company has established a Vigil Mechanism/Whistle Blower Policy to report genuineconcerns about unethical behaviour actual or suspected fraud or violation of code ofconduct details of which have been given in the Corporate Governance Report. The WhistleBlower Policy has been posted on the website of the Company and can be accessed at link-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.134486000/- only from the shareholders of the Company. The deposits which maturedand remained unclaimed as at 31st March 2021 amount to Rs.24 80 000/-. The Compa ny had sen t wri tten reminders to the Depositors for their appropriate action in this regardand as on the date of this report deposits amounting to Rs.2480000/- 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 website https://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 Companywhich did not comply with the requirements 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 2020-2021 have been paid. The address of the said Exchangeis 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 also ava i l ed a to p u p m ed i ca l i nsu ra nce po l i cy of Rs.500000/- for all itsemployees so that they can avail proper medical facilities in case they get affected byCoVID-19. Sports and cultural activities are given due importance. The Company has alsoset up a place for doing Yoga playing Table Tennis and a Gym for the employees. Employeesare also given core long-term health offering which includes making available preventivemedical examinations to cover fields of mental health fitness and nutrition. Employeesare offered training programmes and workshops on health- oriented leadership. Monetarysupport is also given to employees who wish to acquire higher educational qualifications.

The 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 sanitiser socialdistancing hygiene and self-isolation wherever applicable.

• As a preventive measure masks were distributed to Company's Employees andcontractual employees. The practice of providing masks still continues.

• Enhanced sanitation and cleaning at the factory. Body temperature screening ofall employees was done at all the gates of the Company as well as at the Corporate Office.

• Providing employees with kits of ayurvedic medicines as well as homeopathicmedicines to help boost immunity.

• Regular service of homeopathy doctor has been started at all three sites andmore than 60 employees are seeing good results in their health issues.

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 2020-2021 and nocomplaint is pending as on 31st March 2021 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 separately and 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: 25th May 2021 CHAIRMAN

.