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Valiant Organics Ltd.

BSE: 540145 Sector: Industrials
NSE: N.A. ISIN Code: INE565V01010
BSE 00:00 | 20 Feb 1415.00 20.60
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NSE 05:30 | 01 Jan Valiant Organics Ltd
OPEN 1430.00
PREVIOUS CLOSE 1394.40
VOLUME 1500
52-Week high 1999.90
52-Week low 1140.00
P/E 14.39
Mkt Cap.(Rs cr) 1,719
Buy Price 1391.00
Buy Qty 150.00
Sell Price 1415.00
Sell Qty 150.00
OPEN 1430.00
CLOSE 1394.40
VOLUME 1500
52-Week high 1999.90
52-Week low 1140.00
P/E 14.39
Mkt Cap.(Rs cr) 1,719
Buy Price 1391.00
Buy Qty 150.00
Sell Price 1415.00
Sell Qty 150.00

Valiant Organics Ltd. (VALIANTORGANICS) - Director Report

Company director report

To

The Members of

VALIANT ORGANICS LIMITED

Your Directors have pleasure in presenting the 14th(Fourteenth) Annual Report and theAudited Financial Statements for the year ended March 31 2019.

FINANCIAL HIGHLIGHTS (STANDALONE) (Rs. in Lakhs)
Particulars 2018-19 2017-18
Revenue from Operations 60598 12064
EBIDTA 18414 2789
Depreciation and Amortization 1179 219
Profit/(Loss) from Operations before Other Income Finance Costs and Exceptional Items 16591 2422
Other Income 643 148
Profit/(Loss) Before Finance Costs 17234 2570
Finance Costs 149 47
Net Profit/(Loss) Before Tax 17085 2523
Total Tax Expenses 4958 890
Net Profit/(Loss) After Tax 12127 1634
Earnings Per Share () 99.82 27.86

Note:

During the year under review the Company had proposed a Scheme of Merger by Absorptionof 'Amarjyot Chemicals Limited' with the Company ["the Scheme"].

The said scheme was approved by Hon'ble National Company Law Tribunal [NCLT] MumbaiBench vide its order dated March 8 2019 and the said scheme became effective from theappointed date 'October 1 2017

The Financials of FY 2018-19 are presented after incorporating the changes pursuant tothe said scheme and hence to this extent figures are not comparable with that of previousyears.

FINANCIAL PERFORMANCE

During the year under the review Revenue from operations of the Company stood at '60598 Lakhs as compared to ' 12064 Lakhs for the last year. The Company has achievedexport sales of ' 7394 Lakhs as against ' 2862 Lakhs for the last year. Net Profit afterTax (PAT) for the financial Year 2018-19 is ' 12127 Lakhs as compared to last year of '1634 Lakhs. EPS surged to ' 99.82 for FY 2018-19 as compared to ' 27.86 per share for FY2017-18.

The Consolidated Total income for FY 2018-19 was ' 69230 Lakhs Earnings beforeInterest Depreciation and Taxes of the Company was at ' 18853 Lakhs in FY 2018-19.Similarly Net Profit after consolidation was at ' 12127 Lakhs. Likewise ConsolidatedEPS was ' 99.82 for FY 2018-19.

DIVIDEND

Based on the Company's Performance your Directors are pleased to recommend a FinalDividend of ' 7 (Rupees Seven Only) per Equity Share (@ 70%) per share (of ' 10/- each).The dividend payout for the year would be ' 85044526.

The total dividend outlay (including Interim Dividend of ' 5/- per equity shares) forFY 2018-2019 will be ' 12/- per share.

TRANSFER TO RESERVES

Your Company has transferred ' 130527082 to General Reserves for the FY 2018-19.

SHARE CAPITAL

The Issued capital of the Company has increased to ' 143663050 pursuant to theScheme with an allotment of additional shares on May 4 2019 as under;

Shares Before Allotment Allotment on May 4 2019 Post Allotment
Equity Shares of ' 10 each 5864350 6284868 12149218
Optionally Convertible Preference Shares of ' 10/- each - 1833087 1833087
Redeemable Non-Cumulative Preference Shares of ' 100/- each - 38400 38400

Your Company has received Listing and Trading approval for the newly issued Equityshares on June 7 2019. Listing application for optionally convertible preference sharesis in the process at BSE Limited whereas Redeemable non-cumulative preference shares arenot be listed on the exchange as per the Scheme.

Apart from the above there was no change in the Share Capital of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Since the Company is listed on SME platform of BSE Limited hence the provisions ofregulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V of SEBI (LODR)Regulation 2015 are not applicable to the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) CONSERVATION OF ENERGY

a) The steps taken on conservation of energy

The company has converted its distillation operations at a Plant from Batch tocontinuous mode thereby reducing energy requirement per unit of output.

b) The capital investment on energy conservation equipment's

The Company has invested ' 4.5 crores (approx)on energy conservation equipment's duringthe year.

B) TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The company has automated its operations at Sarigam plant by installation ofDistributed Control System (DCS). This will result into Safe operations and increasedproduction.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings: - ' 7394 Lakhs (Previous Year: ' 2862 Lakhs)

Foreign Exchange Outgo: ' 5871 Lakhs (Previous Year: ' 1749 Lakhs)

BOARD OF DIRECTORS / KEY MANAGERIAL PERSONNEL

The Composition of the Board is in conformity with the provisions of section 149 of theCompanies Act 2013. The Board comprises of 12 (Twelve) Directors out of which 6 (Six) areexecutive Directors 2 (Two) Non- executive Directors and 4 (Four) Independent Directors.The Chairman of the Board is an Independent Director.

The following changes were made to reconstitute the Board of Directors effective fromApril 20 2019

Name DIN Category Changes w.e.f. April 20 2019 Subject to approval of the Shareholders in 14th Annual General Meeting
1 Shri Velji K. Gogri 02714758 Independent Appointed as Chairman
2 Shri Arvind K. Chheda 00299741 Executive Appointed as Managing Director
3 Shri Mahesh M. Savadia 00128389 Executive -
4 Shri Vishnu J. Sawant 03477593 Executive -
5 Shri Mahek M. Chheda 06763870 Executive -
6 Shri Dinesh S. Shah 00345641 Executive Appointed as Whole Time Director
7 Shri Bijal D. Modi 00616848 Executive Appointed as Whole Time Director
8 Shri Dattatray S. Galpalli 01853463 Non-Executive -
9 Shri Tukaram P. Surve 07121918 Non-Executive Appointed as Non-Executive Director
10 Shri Mulesh M. Savla 07474847 Independent Appointed as Independent Director
11 Shri Dhirajlal D. Gala 07552111 Independent -
12 Shri Jeenal K. Savla 07545244 Independent -

Present term of Shri Dhirajlal D. Gala (DIN: 07552111) and Smt Jeenal Savla (DIN:07545244) Independent Directors of the Company expired on June 30 2019. Your Directorson recommendation of the Nomination and Remuneration Committee have appointed them asadditional Directors in the category of Independent Directors effective from July 1 2019and would be made and confirmed for a second term of three years. Your Directors recommendfor your approval by way of Special resolution at ensuing Annual General Meeting (AGM).

Your Directors on recommendation of the Nomination and Remuneration Committeeconsidered appointment of Shri Mulesh M. Savla (DIN: 07474847) as an Independent Directorfor a period of three years effective from April 20 2019 Your Directors recommend foryour approval by way of Ordinary Resolution at the ensuing Annual General Meeting (AGM).

Present term of Shri Vishnu J. Sawant (DIN: 03477593) Wholetime Director of the Companyexpired on June 30 2019 and Your Directors on recommendation of the Nomination andRemuneration committee have considered his re-appointment for a period of Five Years witheffect from July 1 2019. Your Directors recommend for your approval at ensuing AnnualGeneral Meeting (AGM).

Upon the recommendation of Nomination and Remuneration Committee and subject toapproval by the shareholders at

General Meeting Shri Arvind K. Chheda (DIN: 00299741) was redesignated as the ManagingDirector for a period of 5 (five) years effective from April 20 2019.

Shri Hemchand L. Gala had resigned from the office of the Managing Director effectivefrom April 20 2019 on account of his personal other commitments. The Board placed onrecord its appreciation for his valuable contribution to the Company.

Retirement by rotation

Shri Mahek M. Chheda (DIN: 06763870) Shri Dattatray

S. Galpalli Non-Executive Director (DIN: 01853463) are liable to retire by rotation interms of provisions of the Companies Act 2013 at the ensuing Annual General Meeting ofthe Company and being eligible have offered themselves for re-appointment. The Boardrecommends their re-appointment for the consideration of the members Brief profiles ofShri Mahek M. Chheda and Shri Dattatray S. Galpalli have been given in the noticeconvening 14th Annual General Meeting.

Independent Directors

Independent Directors have given written declarations to the Company confirming thatthey meet the criteria of the independence as mentioned under section 149 (6) of theCompanies Act 2013.

MEETINGS OF THE BOARD

During the year 5 (Five) meetings of Board of Directors and 1 (one) meeting ofIndependent Directors were held. Details of Board meetings held during the Financial Years2018-19 and attendance of the Directors;

Members Category I II III IV V
Date Venue 12-Apr-18 Mumbai 28- May-18 Mumbai 08-Aug-18 Mumbai 04-Nov-18 Mumbai 29-Jan-19 Mumbai
Shri Hemchand L. Gala@ Chairman and Managing Director 5
Shri Arvind K. Chheda* Whole time Director 5
Shri Vishnu J. Sawant Whole time Director 2 - - -
Shri Mahek M. Chheda Whole time Director 4 -
Shri Mahesh M. Savadia Whole time Director 3 - -
Shri Dattatray S. Galpalli Non-Executive Director 2 - - -
Shri Dhirajlal D. Gala Independent Director 4 -
Smt Jeenal K. Savla Independent Director 2 - - -
Shri Velji K. Gogri Independent Director 3 - -

@ Shri Hemchand L. Gala has resigned from the directorship w.e.f. April 20 2019.

# Shri Arvind K. Chheda has been appointed as the Managing Director w.e.f. April 202019.

BOARD EVALUATION

Pursuant to the provisions of the Companies act 2013 a structured questionnaire wasprepared after taking into consideration various aspects of the Board's functioningcomposition of the Board and its committees culture execution and performance ofspecific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Non-Independent Directors was carried out by the Independent Directors.The Board of Directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD

During the year your Directors have constituted or re-constituted Committees asrequired the following committees of the Board in accordance with the requirements of theCompanies Act 2013. The composition terms of reference and other details of all Boardlevel Committees have been elaborated in the report.

1) AUDIT COMMITTEE

The Audit Committee has been constituted in line with the provisions of Section 177 ofthe Companies Act 2013. The chairman of the Committee is an Independent Director.Composition of Audit Committee and details of Meetings held during the year are as under:

Composition of Audit Committee and Number of Meetings during the year:

Members Category I II III IV V
Date 12-Apr-18 28-May-18 08-Aug-18 04-Nov-18 29-Jan-19
Venue Mumbai Mumbai Mumbai Mumbai Mumbai
Shri Dhirajlal D. Gala (Chairman) Independent Director 5
Smt Jeenal K. Savla (Member) Independent Director 4 --
Shri Hemchand L. Gala (Member) Chairman and Managing Director 5

Audit Committee has been reconstituted with effect from April 20 2019 as under.

Name Designation
1 Smt Jeenal K. Savla Chairman (Independent Director)
2 Shri Dhirajlal D. Gala Member (Independent Director)
3 Shri Arvind K. Chheda Member
4 Shri Mulesh M. Savla Member (Independent Director)
5 Shri Bijal D. Modi Member
6 Shri Velji K. Gogri Member (Independent Director)

Terms of Reference

The Audit Committee inter-alia performs the functions of approving Annual InternalAudit Plan review of financial reporting system internal control system discussion onfinancial results interaction with statutory and Internal Auditors recommendation forappointment of Statutory and Cost Auditors and their remuneration recommendation of theappointment and remuneration of Internal Auditors review of Business Risk ManagementPlan Management Discussions and Analysis Review of Internal Audit Reports approvalreview of related party transactions and scrutiny of inter corporate loans andinvestments.

In fulfilling the above role Audit committee has powers to investigate any activitywithin its terms of reference to seek information from employees and to obtain outsidelegal and professional advice.

2) NOMINATION AND REMUNERATION COMMITTEE:

The committee has been formed as per the provisions Section 178 of the Companies Act2013 comprising of 3 (Three) Independent Directors.

Committee has been reconstituted lastly with effect from April 20 2019 as under.

Name Designation
1 Shri Mulesh M. Savla Chairman
2 Shri Velji K.Gogri Member
3 Smt Jeenal K. Savla Member

Terms of Reference

The terms of reference of the Nomination and Remuneration Committee are as includes:

a) To formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

b) To formulate the criteria for evaluation of Independent Directors and the Board;

c) To devise a policy on Board diversity;

d) To identify persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

Nomination and Remuneration Policy

The Board of Directors on recommendation of Nomination and Remuneration Committee hasframed a policy which lays down a framework in relation to remuneration of Directors KeyManagerial Personnel (KMP) and Senior Management of the Company. The policy also lays downcriteria for selection and appointment of Board Members. The details of this policy aregiven below:-

a) Criteria and Qualification for Nomination & Appointment

A person to be appointed as Director KMP or at Senior Management level should possessadequate and relevant qualification expertise and experience for the position that he/sheis being considered for.

b) Policy on Remuneration

The Company's Remuneration policy considers human resources as its invaluable assetsto pay equitable remuneration to all directors key managerial personnel and employeesofthe Company to harmonize the aspirations of human resources consistent with the goalsof the Company. The Remuneration policy for all the employees are designed in a way toattract talented executives and remunerate them fairly and responsibly this being acontinuous ongoing exercise at each level in the organization.

c) Whole-time Directors

The Company remunerates its Whole-time Director's by way of salary perquisites andallowances and variable commission based on performance of the Company. Remuneration ispaid within the limits recommended by the Nomination & Remuneration Committee and asapproved by the shareholders upon the recommendation to the Board within the stipulatedlimits of the Companies Act 2013 and the Rules made thereunder. The remuneration paid tothe Whole-time Director is determined keeping in view the industry benchmark and therelative performance of the Company to the industry performance.

d) Non-executive Directors

Non-executive Directors are presently receiving sitting fees (including reimbursementof expenses) for attending the meeting of the Board and its Committees as per theprovisions of the Companies Act 2013 and the rules made thereunder.

e) Key Managerial Personnel and other senior employees

T he remuneration of KMP and other employees largely consists of basic salaryperquisites allowances and performance incentives (wherever paid). Perquisites andretirement benefits are paid according to the Company policy. The components of the totalremuneration vary for different grades and are governed by the industry patternqualification & experience/merits performance of each employee. The Company whiledeciding the remuneration package takes into consideration current employment scenario andremuneration package of the industry and its peer group.

3) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Committee has been formed pursuant to provisions of Section 178 of the CompaniesAct 2013 lastly reconstituted w.e.f. April 20 2019 comprising of members as under;

Name Designation
1 Shri Mulesh M. Savla Chairman (Independent Director)
2 Shri Dhirajlal D. Gala Member (Independent Director)
3 Shri Arvind K. Chheda Member (Executive Director)

Terms of Reference:

The terms of reference of the Committee inter-alia cover reviewing status of approvalof transfer/transmission of shares issue of duplicate certificates non-receipt of annualreport non-receipt of declared dividends and specifically review/redressal of Investors'Grievances.

4) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

Pursuant to Section 135 of the Companies Act 2013 and the rules made thereunder theBoard has constituted the Corporate Social Responsibility (CSR) Committee with threemembers out of which 2(two) are Executive Directors and 1 (one) is an IndependentDirector. The Committee has been re-constituted lastly w.e.f. April 20 2019 as under;

Name Designation
1 Shri Velji K. Gogri Chairman (Independent Director)
2 Shri Bijal D. Modi Member (Executive Director)
3 Shri Arvind K. Chheda Member (Executive Director)

Terms of Reference

The terms of reference of the CSR Committee includes:

a) Formulate and recommend to the Board a Corporate Social Responsibility Policy whichshall indicate the activities to be undertaken by the Company as specified in Schedule VIIof Companies Act 2013;

b) Recommend the amount of expenditure to be incurred on the activities referred to inclause (a); and

c) Monitor the Corporate Social Responsibility Policy of the Company from time to time.

CSR annual report is annexed as "Annexure - A" and forms an integral part ofthe Report.

NUMBER OF CASES FILED IF ANY AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUALHARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND Redressal) ACT 2013

Your Company has Zero tolerance towards any action on the part of any one which mayfall under the ambit of 'Sexual Harassment' at workplace and is fully committed to upholdand maintain the dignity of every women working with the Company. The Company hasconstituted an Internal Complaint Committee pursuant to the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 forprevention prohibition and redressal of complaints/grievances on the sexual harassment ofwomen at work places.

Your Directors further states that during the year under review there was no complaintfiled pursuant to the above Act.

PERSONNEL

The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with rule 5(2) of the Companies (Appointment and remunerationof Managerial Personnel) Rules 2014 is given in an Annexure and forms part of thisreport. In terms of Section 136(1) of the Companies Act 2013 the Report and the Accountsare being sent to the Members excluding the aforesaid Annexure. Any Member interested inobtaining a copy of the Annexure may write to the Company Secretary at the RegisteredOffice of the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

Pursuant to the scheme of Merger the Company has issued and allotted additional6284868 equity shares of ' 10/- each 1833087 Optionally Convertible Preference Sharesof ' 10/- each and 38400 Redeemable Non-Cumulative Preference Shares of ' 100/- eachrespectively to the shareholders of Amarjyot Chemical Limited (Transferor Company).

CHANGE IN NATURE OF BUSINESS IF ANY

There are no material changes in the nature of business of the Company during the yearunder consideration.

AUDITORS STATUTORY AUDITORS & THEIR REPORT:

At the 13th Annual General Meeting (AGM) of the Company held on September 29 2018 M/sGokhale and Sathe Chartered Accountants (Firm Regn. No. 103264W) were appointed asStatutory Auditors of the Company to hold the office till the conclusion of 18th AnnualGeneral Meeting.

The Auditors' Report to the Shareholders for the year under review does not contain anyreservation qualification or adverse remark. The comments in the Auditors' Report to theShareholder's for the year under review are self-explanatory and does not need furtherexplanation.

COST AUDITOR & THEIR REPORT

Your Directors had on the recommendation of the Audit Committee re-appointed Smt.Ketki Damji Visarya (ICWAI M. No. 16028) Cost Accountants as the Cost Auditors to auditthe cost records of the Company for the year 2019-20.

As required under the Companies Act 2013 a resolution seeking member's approval forratification of remuneration payable to the Cost Auditor of the Company forms part of theNotice convening the 14th Annual General Meeting.

SECRETARIAL AUDITOR & THEIR REPORT

Pursuant to the provisions of Section 204(1) of the Companies Act 2013 theSecretarial Audit Report for the financial year ended March 31 2019 issued by CS Sunil M.Dedhia Proprietor of Sunil M. Dedhia & Co. Practicing Company Secretaries. TheSecretarial Audit Report of the Company is annexed as "Annexure - B" and formsan integral part of this Report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review Auditors have not reported any instances of fraudcommitted against the Company by its officers or employees the details of which needs tobe mentioned in the Board's Report.

RISK MANAGEMENT

The Company implemented an integrated risk management approach through which it reviewsand assesses significant risks on a regular basis to ensure that a robust system on riskcontrols and mitigation is in place. Senior management periodically reviews this riskmanagement framework to keep update and address emerging challenges.

Risk management system followed by the Company is elaborately detailed in theManagement Discussion and Analysis report forming the part of this Annual Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has clearly laid down policies guidelines and procedures that form partof internal control systems which provide for automatic checks and balances. Your Companyhas maintained a proper and adequate system of internal controls. This ensures that allAssets are safeguarded and protected against loss from unauthorized use or disposition andthat the transactions are authorised recorded and reported diligently. Your Company'sinternal control systems commensurate with the nature and size of its business operations.Internal Financial Controls are evaluated and Internal Auditors' Reports are regularlyreviewed by the Audit Committee of the Board.

Statutory Auditors Report on Internal Financial Controls as required under Clause (i)of Sub-section 3 of Section 143 of the Companies Act 2013 ("the Act") isannexed with the Independent Auditors' Report.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and at an arm'slength basis and did not attract approvals under the provisions of Section 188 of theCompanies Act 2013. There were no materially significant transactions with the relatedparties during the financial year which were in conflict with the interest of the Companyand hence enclosing of Form AOC-2 is not required. Disclosures as required by theAccounting Standard (AS 18) have been made in the notes to the Financial Statements.

VIGIL MECHANISM / WHISTLEBLOWER POLICY:

In conformity with the provisions of the Companies Act 2013 policy has been laid downto provide a mechanism for any concerned person of the Company to approach Chairman of theAudit Committee for the purpose of dealing with instance of fraud and mismanagement ifany and also ensure that whistle blowers are protected from retribution whether within oroutside the organization.

PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS:

Details of Loans Guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

DEPOSITS

The Company did not have any deposits at the beginning of the year under review and theCompany has neither accepted nor renewed any deposits during the year under review. TheCompany does not have any deposits which are not in compliance with the requirements ofChapter V of the Companies Act 2013.

ANNUAL RETURN

The details forming part of the extract of Annual Return in the Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in the Report as "Annexure -C" and forms an integral part of the Report.

SUBSIDIARY

Pursuant to Merger of Amarjyot Chemical Limited with the Company Dhanvallabh VentureLLP Subsidiary of Amarjyot Chemical Limited is now the subsidiary of Valiant OrganicsLimited. The Company has attached along with its financial statements a separatestatement containing the salient features of the financial statements of the saidsubsidiary in "Form AOC- 1" which is annexed as "Annexure - D". TheCompany does not have any other material subsidiary. As stipulated under the provisions ofthe Listing Regulations the Consolidated Financial Statements have been prepared by theCompany in accordance with the applicable Accounting Standards issued by Institute ofChartered Accountants of India (ICAI). The Audited Consolidated Financial Statementtogether with Auditors' Report forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going Concern status of the Company and its future operations.

REGISTRAR AND TRANSFER AGENT

M/s. Bigs hare Services Private Limited continue to act as Registrar and Transfer Agent(RTA) of the Company.

INSIDER TRADING CODE

With a view to regulate trading in securities by the directors and designatedemployees the Company has adopted a Code of Conduct to Regulate monitor and Reporttrading by insiders.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adopted adequate policies and procedures for ensuring the orderly andefficient conduct of its business including policies for Safeguarding of AssetsPrevention & Detection of Errors & Frauds for accurate and complete presentationof accounting records and the timely preparation of reliable financial information.

SECRETARIAL STANDRADS

During the year your company has complied with all the applicable SecretarialStandards issued by the Institute of Companies Secretaries of India (ICSI).

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their 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:

a) That in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) That the Directors had 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 and loss of the company for that period;

c) That the Directors had 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;

d) That Directors' have 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;

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.

GREEN INITIATIVE

Your Company has adopted green initiative to minimize the impact on the environment.The Company has been circulating the copy of Annual Report in electronic form to allshareholders whose email addresses are available with the company. Your Company appealsother members to also register themselves for receiving Annual Report in electronic form.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the servicesrendered by the employees at all levels. Your Directors would also express their gratefulappreciation for the support and co-operation extended by the Shareholders GovernmentAuthorities Auditors financial institutions Customers Suppliers business associatesand all other stakeholders.

For and on Behalf of Board

Sd/- Sd/-
ARVIND K. CHHEDA MAHEK M. CHHEDA
MANAGING DIRECTOR WHOLETIME DIRECTOR
Place: Mumbai
Date: August 20 2019