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Virat Industries Ltd.

BSE: 530521 Sector: Industrials
NSE: N.A. ISIN Code: INE467D01017
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NSE 05:30 | 01 Jan Virat Industries Ltd
OPEN 245.00
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VOLUME 13011
52-Week high 282.60
52-Week low 76.00
P/E 90.57
Mkt Cap.(Rs cr) 118
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 245.00
CLOSE 239.80
VOLUME 13011
52-Week high 282.60
52-Week low 76.00
P/E 90.57
Mkt Cap.(Rs cr) 118
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Virat Industries Ltd. (VIRATINDUSTRIES) - Director Report

Company director report

Your Directors are pleased to present the 32nd Annual Report together with the AuditedStatement of Accounts for the year ended March 31 2022.

FINANCIAL RESULTS AND ACCOUNTS

The Financial Results are as under:

Particulars 2021 2022 2020 2021
Gross Income 2514.06 2022.30
Profit Before Interest and Depreciation 336.38 274.41
Finance Charges 3.30 5.87
Gross Profit before Depreciation 333.08 268.54
Provision for Depreciation 160.40 176.05
Net Profit Before Tax 172.69 92.50
Provision for Tax 37.40 13.01
Net Profit After Tax 135.29 79.49

Dividend

The Board of Directors of your Company has recommended a final dividend at 10% for theFinancial Year 2021 22 i.e. ` 1 per equity share of ` 10 each.

Year in retrospect:

During first quarter of the year under review the second wave of Covid-19 engulfedmany states of India. One of our main markets the UK suffered greatly due to Covid-19.The retail stores in the UK only reopened in mid-July and hence the entire first quarterof sales was lost in this market. The second wave had a ferocity and transmissibility thathad never been seen before in this pandemic. There was a huge loss of lives andlivelihoods and the business was impacted adversely. Your company was no exception andposted a dismal performance in the first quarter.

From the second quarter and onwards the Indian Economy registered an improvement ingrowth in all sectors of business and green shoots of recovery started dotting theeconomic landscape India’s

FY 22 GDP growth was estimated at 8.9%. The all time high India’s merchandiseexports of USD 418 Billion recorded during the year registered positive growth of 33.39%Y-O-Y.

In consonance with the economically conducive environment your company achieved asignificant growth in the top line and bottom line during the year under review. Theinspiring performance was achieved through the company’s efforts to increase theshare of high price products yielding remarkably high profitability for the niche exportmarkets. The landmark change of the client mix resulted in an average increase in realisedrate of ` 7.94 per pair against the previous year.

Notwithstanding the all-time high cost of raw materials rising energy prices andglobal logistic issues continuing to weigh on the front margin your company’sperformance is commendable this year as compared with the last year.

Revenues:

The figures of production and sales with realized rates achieved during the year underreview and compared with previous year are given below;

Year 2021 22 2020 21 Growth %
Knitting Production ('000 pairs) 5762 5336 10.80
Sales (` in lakh)
- Export 2090.54 1685.10 24.06
- Domestic 211.89 143.28 47.58
- Second/Reject 10.77 13.39 (19.57)
Total Sales 2313.20 1841.78 25.62
Sales Realisation (`/Pair)
- Export 41.52 33.78 22.91
- Local 56.49 49.35 14.47
- Overall 41.40 33.46 23.73

Though the knitting production has increased by 10.80% only compared to previous yearthe total sales have shown growth of 25.62% and within that export sales have surged by24.06 % against previous year. This has been achieved by the substantial increase in theshare of Football/Sports and other high price socks production for export markets. Thesales price realised per pair of Football socks is about 2.5 times higher than that ofaverage of dress socks. The domestic sales have shown sales growth of 47.58% againstprevious year contributed by higher quantity of pairs sold (29.06%) and higher realisedper pair rate (18.52%). The company works as contract manufacturer to supply socks toreputed Indian brands as per their selected styles. This constitutes the company’smajor domestic client base. Efforts are underway to target other Indian brands to enhancethis business. The company also supplies socks under its own brand name "LordWalker".

As per the company’s strategy the old age inventory of surplus dyed yarn not inexisting use for export orders is used to knit socks suitable to domestic clients. Thesesocks are sold at remunerative prices at factory gate as outlet sale. Even production overruns and export surplus of socks are sold at factory gate. This is one step towards costoptimization.

Exchange Rate:

The average exchange rates as announced by custom authorities for export invoicing in2021 22 and 2020 21 are as under;

Year 2021 22 2020 21
`/1 GBP 100.01 95.28
`/1 USD 73.62 73.41

There is exchange gain of ` 51.64 lakh in 2021-22 against 2020-21 mainly due to changein GBP.

Expenditure Inflation and price rise:

The pandemic induced supply side disruptions have pushed up input cost leading to atremendous inflationary pressure. India’s consumer price index inflation grew by6.95% Y-O-Y in March 2022. To add to this the geo political tensions have furtheraggravated the situation.

Your company’s main constitutes of cost have registered an increase in pricesthus adversely hitting the cost structure of the final products. Compared to previousyear in year under review the average raw materials prices of your company haveincreased by 28% natural gas prices by 40% and export freight expenses by 60%. As youmust be aware the cotton prices were at the highest during the year and continue rising.The higher input costs have raised our raw material costs. The company has tried its bestto offset these higher input costs by raising its selling price of socks.

The electricity power rate this year was ` 7.23 per KWH against ` 7.24 per KWH inprevious year has remained steady. The fixed costs where drastic cost cutting was done inthe last two years have remained steady and controlled despite the hike in costs ofmanufacturing.

Profit & Loss Account:

Despite the unprecedented hike in input cost your company has achieved an improvedperformance and achieved a profit before tax of ` 172.69 lakh this year against ` 92.50lakh in previous year registering a substantial growth of 86.69%. The main factorscontributing to this growth are;

i) The share of Football/Sports and other high priced socks realized a price of about2.5 times higher than the normal dress socks. This business increased to 18.95% of theexport sale value this year when compared to 6.45% of export sales value in previous year.

ii) There is benefit of exchange gain of ` 51.64 lakh this year compared to previousyear.

iii) The fixed expenses have remained steady compared to previous year.

Profit before Tax:

The comparative performance highlights for last five years are as under:

Particulars INDAS
Units 2021-22 2020-21 2019-20 2018-19 2017-18
Income Statement
Total Income ` in Lakh 2514.06 2022.30 2715.83 2436.90 3568.98
Export Sale ` in Lakh 2090.54 1685.10 2256.84 1972.14 2753.95
Operating EBITDA ` in Lakh 336.38 274.41 396.90 309.62 670.59
Net Profit before Tax ` in Lakh 172.69 92.50 200.77 105.82 494.71
Net Profit after Tax ` in Lakh 135.29 79.49 148.35 64.74 347.05
Cash Profit ` in Lakh 295.68 255.54 339.18 258.34 509.43
Balance Sheet
Net Worth ` in Lakh 2385.70 2253.25 2171.53 2024.57 2043.96
Capital Employed ` in Lakh 2375.44 2264.04 2180.87 2292.42 2034.07
Significant Ratios
Operating EBITDA/Net % 14.51 14.90 16.09 13.77 22.15
Sale
Return on Capital % 14.50 12.35 17.75 14.32 26.34
Employed (EBIT/Avg. CE)
Price Earnings Ratio 57.91 22.26 7.21 41.12 23.49
Book Value Per Share ` 48.46 45.77 44.11 41.05 41.76
Current Ratio 5.89 6.94 4.02 3.96 2.39
Operations
Knitting Production Pairs in lakh 57.62 53.36 69.77 57.05 86.34
Pairs Dispatched Pairs in lakh 55.89 55.04 67.16 61.33 82.55
Sales realization ` per pair 41.40 33.46 36.73 36.79 36.67
Earnings Per Share ` 2.69 1.81 3.06 1.43 6.93

There is no change in the nature of business of your Company for the year under review.

Overview of the Economy:

The International Monetary Fund (IMF) has pared India’s growth forecast for FY 23to 8.3%. The

Global economy is seen growing at 3.6% in FY 2022. India will remain the fastestgrowing major economy despite rising crude oil prices.

India’s merchandise exports achieved all time high record of $ 418 Billion against$ 291.36 Billion in previous year registering growth of 33.39% Y-O-Y. The maincontribution in exports was made by petroleum products engineering goods gems andjewellery cotton yarn and chemicals. The growth had occurred in sectors that have smallerenterprises and involve the agriculture sector also.

The wheat exporters from India are gearing up to fill up the huge gap in global stockscaused by war. This will further boast the Indian exports in the year 2022-23.

India entered into Free Trade Agreements with Australia. This historic deal willeliminate tariffs on more than 85% of Australian goods entering India and almost allIndian goods entering in to Australia. More significantly it will create more jobs inIndia.

During the year the Company carried out sales in the following geographical segments.

Europe India Rest of World Total
Revenues 1929.68 227.56 160.86 2318.10

Industry Structure and Development

Strength of Textile and Apparel sectors in India are;

? Second largest employment generates in India (45 million direct employments).

? Presence of manufacturing facilities on entire value chain from fibre to finishedgoods and garments.

? Abundant availability of raw materials largest producer of cotton second largestproducer of polyester third largest producer of Viscose fourth largest producer ofacrylic and nylon.

? Second largest exporter of textiles and apparel.

? Contributes to 7% of the country’s manufacturing production. 2.5% of the GDP and12% of the country’s export earnings.

? Pool of large young trained workforce.

The textile and Apparel industry is struggling to increase international market sharedue to 10.5% import duty imposed by European Union on exports from India. Countries likeBangladesh Vietnam and Sri Lanka are exempted from this duty. Even Turkey is exempted asit is the deemed member of E.U.

As a result of import duty many Indian players have low penetration in Europeanmarkets.

Opportunities:

Your company has equipment and expertise to knit exclusive technical and athletic socksfor niche export markets. Such socks are difficult to copy by competitors. The prices ofsaid socks are very remunerative and there is adequate availability of raw material likenylon polyester and elastane where price rise is tolerable. Your company has been makingefforts to accelerate share of such sucks by supplying to various geographies of theworld. During the year under review your company successfully increased the production ofFootball and other high priced socks and achieved an inspiring performance.

Many industries in India particularly in Rajasthan Karnataka and Gujarat haveinstalled "Solar Plants" on the roof tops of the factory or outside on leasedland. This is good opportunity to reduce energy cost. The payback period of the projectworks out 3 to 4 years. Gujarat Government offers loan at concessional rates and there arebenefits of income tax.

Threats:

Price rise due to inflation has adversely impacted the cost structure of all industriesincluding textile and apparel manufacturers. Though the revival in demand has started thesuppliers are either holding up or marginally increasing the selling prices to keep thefactory working. There is resistance from the buyers to accept hike in prices. Absorbingthe cost escalation mainly in the rising cotton prices will cause a big dent in profits tosuppliers of both the export and domestic market.

The exporters will bear the bigger burnt as global logistic cost has heavily increased.

This is big challenge to suppliers to manage their cashflows and profits.

FINANCE

As on the date of Balance Sheet the Company is debt free in terms of long-term loansexcepting loan on vehicles.

WORKING CAPITAL LOAN

The Company is enjoying export packing credit and foreign bills purchase facilitiesfrom Company’s

Bankers.

INSURANCE

The properties and insurable interests of your Company in buildings plant machinerystocks etc. are adequately insured by the Company.

CHANGE IN SHARE CAPITAL

The paid-up share capital of the Company as on March 31 2022 was ` 4.93 Crores andthere has been no change in the capital structure of the Company.

RESERVES

During the year under review the Company has not transferred any amount to reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL KEY MANAGERIAL PERSONNEL

Shri. Adi F. Madan was re-appointed as a Managing Director for the period of threeyears by the members at the Annual General Meeting held on September 23 2021.

Shri. Kaizad R. DadyBurjor was reappointed as a Non-executive Director retires byrotation being eligible to offer himself for re-election.

Mr. Tony Gandhi ceased to be the Company Secretary & Compliance Officer of theCompany with effect from the close of business hours on May 20 2021.

Mr. Naman Bhandari was appointed as a Company Secretary & Compliance Officer of theCompany with effect from August 12 2021.

BOARD OF DIRECTORS

The Company has a broad-based Board of Directors duly constituted with proper balanceof Executive Directors Non-Executive Directors and Independent Directors. There is oneWoman Director on the Board. The changes in the composition of the Board of Directors arecarried out in compliance with the provisions of the Companies Act 2013 and ListingRegulations.

Policy formulations setting up of goals evaluations of performance and controlfunctions vest with the Board. The composition of the Board of Directors of the Company ason March 31 2022 was as follows.

Sr No Name of the Director Category
1. Shri. Adi F. Madan Managing Director
2. Shri. Ajit P. Walwaikar Independent Director
3. Shri. Harish H. Shah Independent Director
4. Smt. Ayesha K. DadyBurjor Whole-time Director
5. Shri. Kaizad DadyBurjor Non- Executive Director
6. Shri. Pheroze A. Dhanbhoora Independent Director

Shri. Kaizad R. DadyBurjor (DIN: 00022387) who retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.

BOARD MEETINGS

Regular meetings of the Board of Directors are held to discuss and decide on variousbusiness policies strategies and other business.

During the FY 2021-22 the Board met four (4) times through video conferencing on thefollowing dates.

20/05/2021 12/08/2021 11/11/2021 10/02/2022
Name of the Member No of Meeting of Attended Whether attended Last AGM
Shri. Adi F. Madan 4 YES
Shri. Ajit P. Walwaikar 3 YES
Shri. Harish H. Shah 4 YES
Smt. Ayesha K. DadyBurjor 4 YES
Shri. Kaizad DadyBurjor 4 YES
Shri. Pheroze A. Dhanbhoora 4 YES

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).

COMPOSITION OF AUDIT COMMITEE

The Board has constituted an Audit Committee comprising of three Independent Directors.The Audit Committee reviews reports including significant audit observations and follow-upactions thereon.

The Audit Committee also meets the Company’s Statutory Auditors and InternalAuditors to ascertain their views on the financial statements. The Committee members meetregularly and make their recommendations in accordance with the terms of referencespecified by the Board. Such recommendations are thoroughly discussed in Board meetingsand by and large accepted for implementation.

The names of Committee members are as under.

Shri. Ajit P. Walwaikar - Chairman
Shri. Harish H. Shah - Member
Shri. Pheroze A. Dhanbhoora - Member

All the members of the Audit Committee are financially literate and bring in expertisein the fields of Finance Taxation Technical Secretarial and Legal issues. Theattendance records of the members at the meeting were as follows:

During the FY 2021-22 the committee met four (4) times through video conferencing onthe following dates.

20/05/2021 12/08/2021 11/11/2021 10/02/2022
Name of the Member Designation No. of Meeting of Attended
Shri. Ajit P. Walwaikar Chairman 3
Shri. Pheroze Dhanbhoora Member 4
Shri. Harish H. Shah Member 4

NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee consisting of threeIndependent Directors.

The names of Committee members are as under.

Shri. Ajit P. Walwaikar - Chairman
Shri. Pheroze Dhanbhoora - Member
Shri. Harish H. Shah - Member

The Committee has the mandate to recommend appointment/re-appointment of ExecutiveDirectors and appointment of employees from the level of Vice-President and above alongwith the remuneration to be paid to them. The remuneration is fixed keeping in mind theperson’s track record his/her potential individual performance the market trendsand scales prevailing in the similar industry.

During the FY 2021-22 the committee met Two (2) times through video conferencing as onMay 20 2021 and August 12 2021.

The attendance records of the members at the meeting were as follows:

Name of the Member Designation No of Meeting of Attended
Shri. Ajit P. Walwaikar Chairman 2
Shri. Pheroze Dhanbhoora Member 2
Shri. Harish H. Shah Member 2

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholder Relationship Committee consisting of threeDirectors two independent Directors and the Managing Director.

The names of Committee members are as under.

Shri. Ajit P. Walwaikar - Chairman
Shri. Pheroze Dhanbhoora - Member
Shri. Adi F. Madan - Member

The Company Secretary is designated as the "Compliance Officer" who overseesthe redressal of the Investors’ grievances.

The Committee meets to approve share transfers transmission issue of duplicate sharecertificates re-materialization of shares and all other issues pertaining to shares andalso to redress investor grievances like non-receipt of dividend warrants non-receipt ofshare certificates etc. The Committee regularly reviews the movement in shareholding andownership structure. The Committee also reviews the performance of the Registrar andTransfer Agents. The Company is in compliance with the SCORES which has initiated by SEBIfor processing the investor complaints in a centralized web-based redress system andonline redressal of all the shareholders complaints.

The Committee met Four (4) times during the financial year ended on 31/03/2022. Theattendance records of the members at the meeting were as follows: During the FY 2021-22the committee met four (4) times through video conferencing on the following dates.

20/05/2021 12/08/2021 11/11/2021 10/02/2022
Name of the Member Designation No. of Meeting of Attended
Shri. Ajit P. Walwaikar Chairman 3
Shri. Pheroze Dhanbhoora Member 4
Shri. Adi F. Madan Member 4

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on Board Meeting and GeneralMeeting issued by The Institute of Company Secretaries of India.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Fraud and corruption free work culture has been the core of the Company. In view of thepotential risk of fraud corruption and unethical behavior which could adversely impactthe Company’s business operations the Company has an established mechanism forDirectors/Employees to report concerns about unethical behavior actual or suspected fraudor violation of the code of conduct or ethics policy. It also provides for adequatesafeguards against victimization of Directors/employees who avail of the mechanism. TheCompany affirms that no personnel have been denied access to the Audit Committee. TheCompany has formulated a Policy of Vigil Mechanism and has established a mechanism thatany personnel may raise Reportable Matters within 60 days after becoming aware of thesame. All suspected violations and Reportable Matters are reported to the Chairman of theAudit Committee. The key directions/actions are informed to the Managing Director of theCompany.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act 2013 the Board of Directorshereby confirms that:

(a) In the preparation of the annual accounts for the year ended 31 March 2022 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same.

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent to give a true and fairview of the state of affairs of the Company as on March 31 2022 and of the profit andloss of the Company for the period ended March 31 2022.

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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 provisionsof all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES

As the Company has no subsidiaries Section 129(3) of the Companies Act 2013 does notapply.

ANNUAL RETURN

Pursuant to the requirement under Section 92(3) of the Companies Act 2013 copy of theannual return can be accessed on our website i.e. http://viratindustries.com/ for the kindperusal and information.

AUDITORS

STATUTORY AUDITOR

The Statutory Auditors of your Company namely M/s. B. K. Khare & Co. CharteredAccountants (Firm Registration No. 105102W) were appointed for a period of five years atthe Annual General Meeting held on June 27 2017. Your Directors recommend re-appointmentof Statutory Auditors for a further period of five (5) years from the conclusion of theensuing 32nd Annual General Meeting till the conclusion of the 37th Annual General Meetingsubject to the approval of Members. The Statutory Auditors have confirmed theireligibility and submitted the certificate in writing that they are not disqualified tohold the office of the Statutory Auditor. The report given by the Statutory Auditor on thefinancial statements of the Company forms part of the Annual Report. There is noqualification reservation adverse remark or disclaimer given by the statutory auditor intheir report.

SECRETARIAL AUDITOR

M/s. Vishal Dewang & Associates practicing Company Secretary was appointed as aSecretarial Auditor under the provision of section 204 of the Companies Act 2013 for theFY22 in the Board Meeting held on May 20 2021. The Report of the Secretarial Auditor forthe FY22 is annexed to this report as Annexure I. The Report does not contain anyqualification.

INTERNAL AUDITOR

The Board of Directors has appointed M/s S.R. Rege & Co. Chartered Accountant asInternal Auditors for the FY22 to conduct the internal audit of the various areas ofoperations and records of the Company. The periodic reports of the said internal auditorsare regularly placed before the Audit Committee along with the comments of the managementon the action taken to correct any observed deficiencies on the working of the variousdepartments.

COST AUDITORS

Your Company is not required to maintain cost accounting records as specified underSection 148(1) of the Companies Act 2013 read with the Companies (Cost Records and Audit)Rules 2014.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGOING

Additional information on conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 for the F.Y.2021-22 is annexed and forms part of this Report as Annexure II.

DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposit during the year nor has any deposit remainedunpaid or unclaimed as at the end of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the regulators or Courts or Tribunalsduring the year which would adversely impact the Company's operation in future.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The existing internal financial controls are commensurate with the nature sizecomplexity and business processes followed by the Company. They have been reviewed andfound generally satisfactory on the following key control matrices.

a) Entity Level Control b) Financial Control c) Operational Control which includedauthority and organization matrix risk management practices compliance framework withinthe origination ethics and fraud risk management management Information system selfassessment of control point business continuity and disaster recovery planning budgetarysystem etc.

Section 134(5)(e) of the Companies Act 2013 requires the submission of a report by theBoard of Directors of a listed Company which includes a statement ensuring that theCompany has laid down Internal Financial Controls to be followed by the Company and thatsuch Internal Financial Controls are adequate and operating effectively.

During the year the Company followed Policy Documents with regard to InternalFinancial Control along with Risk Control Matrix. The same have been tested by theInternal Auditors and the Statutory Auditors.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Your Company has not-

? Given any loan to any person or other body corporate

? Given any guarantee and provided any security in connection with a loan to any otherbody corporate or any person. ? Acquired by way of subscription purchase or otherwise thesecurities of any other body corporate otherwise than in accordance with the law.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES

During the year your Company transferred the ` 323640 /- for the financialyear ended March 31 2013 to the Investor Education and Protection Fund in compliance withthe provisions of Sections 124 and 125 of the Companies Act 2013.

In compliance with these provisions read with Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 your Company alsotransferred 25600 Shares to the Demat Account of the IEPF Authority in respect of whichdividend had remained unpaid/ unclaimed for a consecutive period of 7 years.

RISK MANAGEMENT

A documented risk management policy is in place as per section 134(3) (n) of theCompanies Act 2013.

Your Company is exposed to risk from fluctuation of foreign exchange rates marketeconomic slowdown or decline in demand in the country of buyers of your Company’sproducts prices of raw materials and finished goods compliances risk and people risk.

Foreign Exchange Risk

During year under review the Company endeavoured to further mitigate the riskassociated with the exchange fluctuations by entering into Forward Contracts with theCompany’s Bankers on very conservative and risk- adverse basis.

Commodity Prices Risk

Your Company proactively manages the risk of purchasing raw materials through forwardbooking vendor development practices and inventory management. The Company’s strongreputation for quality and services with overseas clients to some extent mitigates theimpact of price risk on finished goods.

Compliance Risk

Your company must follow various statutes and regulations including the Companies Act.The Company is mitigating these risks through regular review of legal compliances carriedout through internal as well as external compliance audits.

People Risk

Your Company nurtures and grooms the talented and key personnel for future businessleadership and looks after them judiciously so that they stay with the Company.

CORPORATE SOCIAL RESPONSIBILITY

Section 135(1) of the Companies Act 2013 is not applicable to your Company becausethe net worth turnover and net profit of your Company during the year is less than therequired limits.

PREVENTION OF INSIDER TRADING

SEBI notified the SEBI (Prohibition of Insider Trading) Regulations 2015 which cameinto effect from May 15 2015. Pursuant thereto the Company has formulated a new Code forPrevention of Insider Trading for Directors Promoters and Senior Executive Officers.

The Code requires pre-clearance for dealing in the Company’s shares and prohibitsthe purchase or sale of Company’s shares by the Directors Key managerial personneland designated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were in theordinary course of business of your Company and were on arm's length basis. There were nomaterially significant related party transactions entered by your Company with PromotersDirectors Key Managerial Personnel or other persons which may have a potential conflictwith the interest of your Company. The details are given in Annexure - III formingpart of this report.

FORMAL ANNUAL EVALUATION

During the year the Board adopted a formal mechanism for evaluating its performance aswell as that of its Committees and individual Directors. The exercise was carried outthrough a structured evaluation process covering various aspects of the Board functioningsuch as composition of the Board and Committees experience and competencies performanceof specific duties and obligations governance issues etc.

MEETING OF INDEPENDENT DIRECTORS

All the independent Directors of the Company held a meeting on February 10 2022 andreviewed the performance of non-independent Directors and the Board as a whole. They alsoassessed the quality quantity and timeliness of flow of information between the Companymanagement and the Board.

They expressed their satisfaction at the performance of non-independent Directors andappreciated the flow of information from the Company management.

RATIO OF REMUNERATION TO EACH DIRECTOR

The ratio of remuneration of each director to the median employee's remuneration andother details in terms of sub-section 12 of section 197 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are forming a part of this Report as AnnexureIV.

LISTING FEES

Your Company has paid the listing fees up to March 31 2023 to the Bombay StockExchange on April 22 2022.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company is not mandatorily required to submit a Corporate Governance Report as theequity share capital and net worth of the Company is less than the required limits as onthe last date of the previous financial year. Provided that where the provision of the Actbecomes applicable to the

Company at a later date the Company shall comply with the requirement within sixmonths from the date on which the provisions become applicable to the Company.

ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof 'The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. An

"Internal Complaints Committee (ICC)" has been set up to redress complaintsreceived regarding Sexual Harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. A Lady NGO representative is a member of the saidInternal Complaints Committee and regularly attends the meetings which are minuted.

The following is a summary of Sexual Harassment complaints received and disposed ofduring the year 2021-22: No. of complaints received: Nil No. of complaints disposed of:Not applicable

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANACIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN MARCH 31 2022 AND DATE OF THIS REPORT

There were no Material changes and Commitments affecting the Financial Positions of theCompany which have occurred between March 31 2022 and date of this report.

PARTICULARS OF EMPLOYEES

As per provision of Section 197 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 particulars of theemployees are required to be annexed in respect of the employees of the Company who werein receipt of total remuneration of ` Rs. 60.00 Lakh per annum or ` 5.00 Lakh per month.During the financial year 2021 22 there is no employee drawing remuneration as above.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for the co-operationand support extended to the Company by the Government of India the Gujarat StateGovernment and by the relevant Government Authorities Central State and Local theCompany’s Bankers and Business Associates.

Your Directors also thank all the employees at every level who through theirdedication cooperation and support have enabled the Company to achieve sustainedgrowth.

And to you our Shareholders we are deeply grateful for the confidence and faith thatyou have always reposed in us.

For and On Behalf of the Board of Directors
Adi F. Madan Ajit P. Walwaikar
Managing Director Director
Place: Mumbai
Date: May 26 2022

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