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Valiant Organics Ltd.

BSE: 540145 Sector: Industrials
NSE: VALIANTORG ISIN Code: INE565V01010
BSE 10:11 | 20 Jan 1218.95 -9.20
(-0.75%)
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NSE 10:04 | 20 Jan 1220.40 -1.35
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OPEN 1214.80
PREVIOUS CLOSE 1228.15
VOLUME 245
52-Week high 1845.00
52-Week low 975.00
P/E 30.83
Mkt Cap.(Rs cr) 3,309
Buy Price 1217.60
Buy Qty 1.00
Sell Price 1219.75
Sell Qty 45.00
OPEN 1214.80
CLOSE 1228.15
VOLUME 245
52-Week high 1845.00
52-Week low 975.00
P/E 30.83
Mkt Cap.(Rs cr) 3,309
Buy Price 1217.60
Buy Qty 1.00
Sell Price 1219.75
Sell Qty 45.00

Valiant Organics Ltd. (VALIANTORG) - Director Report

Company director report

To

The Members of

VALIANT ORGANICS LIMITED

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

FINANCIAL HIGHLIGHTS (STANDALONE)(Rs. in Lakhs)
Particulars2018-192017-18
Revenue from Operations6059812064
EBIDTA184142789
Depreciation and Amortization1179219
Profit/(Loss) from Operations before Other Income Finance Costs and Exceptional Items165912422
Other Income643148
Profit/(Loss) Before Finance Costs172342570
Finance Costs14947
Net Profit/(Loss) Before Tax170852523
Total Tax Expenses4958890
Net Profit/(Loss) After Tax121271634
Earnings Per Share ()99.8227.86

Note:

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

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

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

FINANCIAL PERFORMANCE

During the year under the review Revenue from operations of the Company stood at Rs. 60598 Lakhs as compared to Rs. 12064 Lakhs for the last year. The Company has achieved export sales of Rs. 7394 Lakhs as against Rs. 2862 Lakhs for the last year. Net Profit after Tax (PAT) for the financial Year 2018-19 is Rs. 12127 Lakhs as compared to last year of Rs. 1634 Lakhs. EPS surged to Rs. 99.82 for FY 2018-19 as compared to Rs. 27.86 per share for FY 2017-18.

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

DIVIDEND

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

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

TRANSFER TO RESERVES

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

SHARE CAPITAL

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

SharesBefore AllotmentAllotment on May 4 2019Post Allotment
Equity Shares of Rs. 10 each5864350628486812149218
Optionally Convertible Preference Shares of Rs. 10/- each-18330871833087
Redeemable Non-Cumulative Preference Shares of Rs. 100/- each-3840038400

Your Company has received Listing and Trading approval for the newly issued Equity shares on June 7 2019. Listing application for optionally convertible preference shares is in the process at BSE Limited whereas Redeemable non-cumulative preference shares are not 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 stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) 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 of regulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) of sub-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 earnings and 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 to continuous mode thereby reducing energy requirement per unit of output.

b) The capital investment on energy conservation equipment's

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

B) TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The company has automated its operations at Sarigam plant by installation of Distributed Control System (DCS). This will result into Safe operations and increased production.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Foreign Exchange Outgo: Rs. 5871 Lakhs (Previous Year: Rs. 1749 Lakhs)

BOARD OF DIRECTORS / KEY MANAGERIAL PERSONNEL

The Composition of the Board is in conformity with the provisions of section 149 of the Companies Act 2013. The Board comprises of 12 (Twelve) Directors out of which 6 (Six) are executive 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 from April 20 2019

NameDINCategoryChanges w.e.f. April 20 2019 Subject to approval of the Shareholders in 14th Annual General Meeting
1 Shri Velji K. Gogri02714758IndependentAppointed as Chairman
2 Shri Arvind K. Chheda00299741ExecutiveAppointed as Managing Director
3 Shri Mahesh M. Savadia00128389Executive-
4 Shri Vishnu J. Sawant03477593Executive-
5 Shri Mahek M. Chheda06763870Executive-
6 Shri Dinesh S. Shah00345641ExecutiveAppointed as Whole Time Director
7 Shri Bijal D. Modi00616848ExecutiveAppointed as Whole Time Director
8 Shri Dattatray S. Galpalli01853463Non-Executive-
9 Shri Tukaram P. Surve07121918Non-ExecutiveAppointed as Non-Executive Director
10 Shri Mulesh M. Savla07474847IndependentAppointed as Independent Director
11 Shri Dhirajlal D. Gala07552111Independent-
12 Shri Jeenal K. Savla07545244Independent-

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 Directors on recommendation of the Nomination and Remuneration Committee have appointed them as additional Directors in the category of Independent Directors effective from July 1 2019 and would be made and confirmed for a second term of three years. Your Directors recommend for your approval by way of Special resolution at ensuing Annual General Meeting (AGM).

Your Directors on recommendation of the Nomination and Remuneration Committee considered appointment of Shri Mulesh M. Savla (DIN: 07474847) as an Independent Director for a period of three years effective from April 20 2019 Your Directors recommend for your 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 Company expired on June 30 2019 and Your Directors on recommendation of the Nomination and Remuneration committee have considered his re-appointment for a period of Five Years with effect from July 1 2019. Your Directors recommend for your approval at ensuing Annual General Meeting (AGM).

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

General Meeting Shri Arvind K. Chheda (DIN: 00299741) was redesignated as the Managing Director 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 effective from April 20 2019 on account of his personal other commitments. The Board placed on record 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 in terms of provisions of the Companies Act 2013 at the ensuing Annual General Meeting of the Company and being eligible have offered themselves for re-appointment. The Board recommends their re-appointment for the consideration of the members Brief profiles of Shri Mahek M. Chheda and Shri Dattatray S. Galpalli have been given in the notice convening 14th Annual General Meeting.

Independent Directors

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

MEETINGS OF THE BOARD

During the year 5 (Five) meetings of Board of Directors and 1 (one) meeting of Independent Directors were held. Details of Board meetings held during the Financial Years 2018-19 and attendance of the Directors;

MembersCategoryIIIIIIIVV
Date Venue12-Apr-18 Mumbai28- May-18 Mumbai08-Aug-18 Mumbai04-Nov-18 Mumbai29-Jan-19 Mumbai
Shri Hemchand L. Gala@Chairman and Managing Director5
Shri Arvind K. Chheda*Whole time Director5
Shri Vishnu J. SawantWhole time Director2---
Shri Mahek M. ChhedaWhole time Director4-
Shri Mahesh M. SavadiaWhole time Director3--
Shri Dattatray S. GalpalliNon-Executive Director2---
Shri Dhirajlal D. GalaIndependent Director4-
Smt Jeenal K. SavlaIndependent Director2---
Shri Velji K. GogriIndependent Director3--

@ 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 20 2019.

BOARD EVALUATION

Pursuant to the provisions of the Companies act 2013 a structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning composition of the Board and its committees culture execution and performance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation 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 as required the following committees of the Board in accordance with the requirements of the Companies Act 2013. The composition terms of reference and other details of all Board level Committees have been elaborated in the report.

1) AUDIT COMMITTEE

The Audit Committee has been constituted in line with the provisions of Section 177 of the 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:

MembersCategoryIIIIIIIVV
Date12-Apr-1828-May-1808-Aug-1804-Nov-1829-Jan-19
VenueMumbaiMumbaiMumbaiMumbaiMumbai
Shri Dhirajlal D. Gala (Chairman)Independent Director5
Smt Jeenal K. Savla (Member)Independent Director4--
Shri Hemchand L. Gala (Member)Chairman and Managing Director5

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

NameDesignation
1 Smt Jeenal K. SavlaChairman (Independent Director)
2 Shri Dhirajlal D. GalaMember (Independent Director)
3 Shri Arvind K. ChhedaMember
4 Shri Mulesh M. SavlaMember (Independent Director)
5 Shri Bijal D. ModiMember
6 Shri Velji K. GogriMember (Independent Director)

Terms of Reference

The Audit Committee inter-alia performs the functions of approving Annual Internal Audit Plan review of financial reporting system internal control system discussion on financial results interaction with statutory and Internal Auditors recommendation for appointment of Statutory and Cost Auditors and their remuneration recommendation of the appointment and remuneration of Internal Auditors review of Business Risk Management Plan Management Discussions and Analysis Review of Internal Audit Reports approval review of related party transactions and scrutiny of inter corporate loans and investments.

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

2) NOMINATION AND REMUNERATION COMMITTEE:

The committee has been formed as per the provisions Section 178 of the Companies Act 2013 comprising of 3 (Three) Independent Directors.

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

NameDesignation
1 Shri Mulesh M. SavlaChairman
2 Shri Velji K.GogriMember
3 Smt Jeenal K. SavlaMember

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 and independence of a director and recommend to the Board a policy relating to the remuneration 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 appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

Nomination and Remuneration Policy

The Board of Directors on recommendation of Nomination and Remuneration Committee has framed a policy which lays down a framework in relation to remuneration of Directors Key Managerial Personnel (KMP) and Senior Management of the Company. The policy also lays down criteria for selection and appointment of Board Members. The details of this policy are given below:-

a) Criteria and Qualification for Nomination & Appointment

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

b) Policy on Remuneration

The Company's Remuneration policy considers human resources as its invaluable assets to pay equitable remuneration to all directors key managerial personnel and employees ofthe Company to harmonize the aspirations of human resources consistent with the goals of the Company. The Remuneration policy for all the employees are designed in a way to attract talented executives and remunerate them fairly and responsibly this being a continuous 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 and allowances and variable commission based on performance of the Company. Remuneration is paid within the limits recommended by the Nomination & Remuneration Committee and as approved by the shareholders upon the recommendation to the Board within the stipulated limits of the Companies Act 2013 and the Rules made thereunder. The remuneration paid to the Whole-time Director is determined keeping in view the industry benchmark and the relative performance of the Company to the industry performance.

d) Non-executive Directors

Non-executive Directors are presently receiving sitting fees (including reimbursement of expenses) for attending the meeting of the Board and its Committees as per the provisions 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 salary perquisites allowances and performance incentives (wherever paid). Perquisites and retirement benefits are paid according to the Company policy. The components of the total remuneration vary for different grades and are governed by the industry pattern qualification & experience/merits performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration 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 Companies Act 2013 lastly reconstituted w.e.f. April 20 2019 comprising of members as under;

NameDesignation
1 Shri Mulesh M. SavlaChairman (Independent Director)
2 Shri Dhirajlal D. GalaMember (Independent Director)
3 Shri Arvind K. ChhedaMember (Executive Director)

Terms of Reference:

The terms of reference of the Committee inter-alia cover reviewing status of approval of transfer/transmission of shares issue of duplicate certificates non-receipt of annual report 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 the Board has constituted the Corporate Social Responsibility (CSR) Committee with three members out of which 2(two) are Executive Directors and 1 (one) is an Independent Director. The Committee has been re-constituted lastly w.e.f. April 20 2019 as under;

NameDesignation
1 Shri Velji K. GogriChairman (Independent Director)
2 Shri Bijal D. ModiMember (Executive Director)
3 Shri Arvind K. ChhedaMember (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 which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Companies Act 2013;

b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (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 of the Report.

NUMBER OF CASES FILED IF ANY AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT 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 may fall under the ambit of 'Sexual Harassment' at workplace and is fully committed to uphold and maintain the dignity of every women working with the Company. The Company has constituted an Internal Complaint Committee pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 for prevention prohibition and redressal of complaints/grievances on the sexual harassment of women at work places.

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

PERSONNEL

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

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

Pursuant to the scheme of Merger the Company has issued and allotted additional 6284868 equity shares of Rs. 10/- each 1833087 Optionally Convertible Preference Shares of Rs. 10/- each and 38400 Redeemable Non-Cumulative Preference Shares of Rs. 100/- each respectively 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 year under consideration.

AUDITORS STATUTORY AUDITORS & THEIR REPORT:

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

The Auditors' Report to the Shareholders for the year under review does not contain any reservation qualification or adverse remark. The comments in the Auditors' Report to the Shareholder's for the year under review are self-explanatory and does not need further explanation.

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 audit the cost records of the Company for the year 2019-20.

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

SECRETARIAL AUDITOR & THEIR REPORT

Pursuant to the provisions of Section 204(1) of the Companies Act 2013 the Secretarial 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. The Secretarial Audit Report of the Company is annexed as Annexure - B and forms an integral part of this Report.

REPORTING OF FRAUDS BY AUDITORS

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

RISK MANAGEMENT

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

Risk management system followed by the Company is elaborately detailed in the Management 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 part of internal control systems which provide for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised recorded and reported diligently. Your Company's internal control systems commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and Internal Auditors' Reports are regularly reviewed 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) is annexed with the Independent Auditors' Report.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act 2013 during the financial year were in the ordinary course of business and at an arm's length basis and did not attract approvals under the provisions of Section 188 of the Companies Act 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence enclosing of Form AOC-2 is not required. Disclosures as required by the Accounting 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 down to provide a mechanism for any concerned person of the Company to approach Chairman of the Audit Committee for the purpose of dealing with instance of fraud and mismanagement if any and also ensure that whistle blowers are protected from retribution whether within or outside the organization.

PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS:

Details of Loans Guarantees and investments covered under the provisions of Section 186 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 the Company has neither accepted nor renewed any deposits during the year under review. The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act 2013.

ANNUAL RETURN

The details forming part of the extract of Annual Return in the Form MGT-9 as required under 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 Venture LLP Subsidiary of Amarjyot Chemical Limited is now the subsidiary of Valiant Organics Limited. The Company has attached along with its financial statements a separate statement containing the salient features of the financial statements of the said subsidiary in Form AOC- 1 which is annexed as Annexure - D. The Company does not have any other material subsidiary. As stipulated under the provisions of the Listing Regulations the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statement together 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 would impact 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 designated employees the Company has adopted a Code of Conduct to Regulate monitor and Report trading by insiders.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

SECRETARIAL STANDRADS

During the year your company has complied with all the applicable Secretarial Standards 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 and explanations obtained by them your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act 2013:

a) That in the preparation of the annual financial statements for the year ended March 31 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial 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 of adequate accounting records in accordance with the provisions of the Act for safeguarding the 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 the Company and that such internal financial controls are adequate and were operating effectively;

f) The Directors had devised proper systems to ensure compliance with the provisions of all 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 all shareholders whose email addresses are available with the company. Your Company appeals other 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 services rendered by the employees at all levels. Your Directors would also express their grateful appreciation for the support and co-operation extended by the Shareholders Government Authorities Auditors financial institutions Customers Suppliers business associates and all other stakeholders.

For and on Behalf of Board

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

   

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