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Vistar Amar Ltd.

BSE: 538565 Sector: Others
NSE: N.A. ISIN Code: INE878P01019
BSE 00:00 | 01 Jul 209.00 -10.95
(-4.98%)
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NSE 05:30 | 01 Jan Vistar Amar Ltd
OPEN 210.40
PREVIOUS CLOSE 219.95
VOLUME 3573
52-Week high 259.90
52-Week low 58.40
P/E 20.08
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 210.40
CLOSE 219.95
VOLUME 3573
52-Week high 259.90
52-Week low 58.40
P/E 20.08
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vistar Amar Ltd. (VISTARAMAR) - Director Report

Company director report

Your Directors have pleasure in presenting their Director Report together with theAudited Financial Statements of the Company for the year ended March 312021.

1. Financial Results

Particulars As on 31st March2021 As on 31st March2020
Sales 355848511.00 212392828.00
Other Income 186455.00 922684.00
Gross Income 356034966.00 213315512.00
Profit before depreciation & taxation 34325516.00 17052776.00
Less: Depreciation 4351854.00 2334669.00
Less: Deferred Tax (234874.00) 292759.00
Less: Provision for taxation 7995000.00 3549960.00
Less: Income Tax of earlier yea rs 30333.00 1776.00
Less: Mat Credit Entitlement 0.00 0.00
Less: Deferred Tax for earlier yea rs 0.00 0.00
Profit/(Loss) after tax 22183203.00 10873612.00
Add: Balance B/F from the previous year 11279967.00 385772.00
Add: Remeasurement gain / (loss) on defined benefit plan (12668.00) 20633.00
Surplus available for appropriation 33450502.00 11279967.00
Appropriations
General Reserves 0.00 0.00
Proposed Dividend 0.00 0.00
Tax on Dividend 0.00 0.00
Balance carried to Balance sh eet 33450502.00 11279967.00

2. Operational Review/Review Of Business Operations/The state of company affairs

India witnessed a steep contraction in output in 2020-21 following the Covid-19pandemic. Gross Domestic Product (GDP) is estimated to have declined by 7.3 per centcompared to 4 per cent growth in the previous year. Although agriculture grew at 3.6 percent both industry and services which account for over 80 per cent of the GDP wereseverely impacted during the year.

During the year under review the Company has achieved total revenue of Rs.355848511.00 as compared to Rs. 212392828.00 in previous year. Further the Companyhas achieved Net Profit before Tax of Rs. 29973662.00 for the year under review ascompared to Rs. 14718107.00 in previous year. The Company is actively pursuing to befully operational and pursue activities in consonance with the objectives for which it isestablished and taking necessary steps to effectively implement the same during thisworldwide pandemic situation. Your Directors constantly putting their efforts to improverevenue and profit of your Company.

3. Dividend

With a view to conserve the resources of the Company the Board of Directors does notrecommend any dividend for the year under review.

4. Amount if any proposed to be transferred to Reserves

The Company does not propose to transfer any amount to the general reserve for theFinancial Year ended 31st March 2021.

5. Change in the nature of business if any

There is no change in the nature of the business of the Company during the FinancialYear 2020-2021.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of report

No material changes and commitments affecting the Financial Position of the Companyhave occurred between the end of the Financial Year of the Company to which the FinancialStatement relate and the date of this Report.

7. Share Capital

The paid up equity capital as at March 31 2021 was Rs 32000000.00 (Rupees ThreeCrores Twenty Lakhs only). During the year under review the Company has not issued anyshares with differential voting rights or dividends nor issued any sweat equity shares oremployee stock options.

8. Finance

The cash and cash equivalents as at March 312021 was Rs. 12565133.00. The Companycontinues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

9. Deposits

Your Company has not accepted any deposits within the meaning of the provisions ofChapter V - Acceptance of Deposits by Companies read with the Companies (Acceptance ofDeposits) Rules 2014.

10. The Covid-19 Pandemic

The year started amidst a strict nationwide lockdown in India with tough restrictionson economic activity and mobility. At that time there was an unprecedented uncertaintyabout the eventual impact of the Covid- 19 pandemic. To deal with the situation theCompany formed a cross-functional Rapid Action Force which constantly monitored thesituation and took swift and effective actions to mitigate the risks associated with theCovid-19 crisis. This included meeting safety and health related challenges of its peopleensuring business continuity under lockdown and adapting the organisation to ramp-upoperations as restrictions were gradually lifted.

Finding labours for day to day work was tough as there was a fearful situation arounddue to the ongoing pandemic. Even during the hard times we assured to pay full salary toour employees. Also the Company has taken all the majors related to Covid-19 includingvaccination camp for the labour and as a result no single case of covid was detected.

The Company is actively monitoring the impact of the Covid-19 pandemic on its financialcondition liquidity operations suppliers industry and workforce. It has used theprinciples of prudence in applying judgments estimates and assumptions based on thecurrent estimates.

11. Particulars of Loans guarantees or investments

During the year under review the Company has not provided any loan or made investmentsas covered under Section 186 of the Companies Act 2013. However the Company has extendedBank Guarantee in favour of Marine Products Export Development Authority forRs.1500000/- (previous year Rs.1500000/-).

12. Internal control systems and their adequacy

The Company has an internal control system commensurate with the size scale andcomplexity of its operations to ensure that all assets are safeguarded and protectedagainst loss from the unauthorized use or disposition and those transactions areauthorized recorded and reported correctly.

The internal control is exercised through documented policies guidelines andprocedures. It is supplemented by an extensive program of internal audits. The auditobservations and corrective action taken thereon are periodically reviewed by the auditcommittee to ensure effectiveness of the internal control system. The internal control isdesigned to ensure that the financial and other records are reliable for preparingfinancial statements and other data and for maintaining accountability of persons.

During the year under review such controls were operating effectively and noreportable material weakness in the design or operations were observed.

13. Corporate Social Responsibility

The Company is not required to contribute towards CSR under Section 135 of theCompanies Act 2013 read with rules thereunder.

14. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The disclosures relating to conservation of energy and technology absorption are nil.There were foreign exchange earnings of Rs.NIL (previous year Rs. 43473516) and outgo ofRs.NIL (previous year Rs.71680/-) for the year under review.

15. Industrial Relations

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

16. Human Resources

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. Your Company thrust is on the promotion of talent internallythrough job rotation and job enlargement.

17. Directors and Key Management Personnel

In accordance with the provisions of Section 152(6) of the Companies Act 2013 andrules made there under and the Articles of Association of the Company Mr. RameshIshwarlal Upadhyay (DIN No. 07087829) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible seeks re-appointment. The Boardrecommends his reappointment.

Mr. Ramesh Babulal Panjri (DIN No. 00300737) Director and Managing Director of theCompany had resigned from the Board of Directors on 31st March 2021. TheDirectors placed on record their sincere appreciation of the valuable services rendered byhim during his tenure as Director and Managing Director.

Mrs. Varsha Manish Sanghai (DIN No. 07445502) Non-Executive Independent Director ofthe Company holds office of Independent Director for the first term upto ensuing AnnualGeneral Meeting and eligible to be re-appointed for the second term to hold office fornext consecutive 5 years.

The Board of Directors at their Meeting held on 31st March 2021 appointedMr. Rajesh Babulal Panjri (DIN No. 00261895) as an Additional Directors of the Companyw.e.f. 31st March 2021. They hold office upto the date of the forthcomingAnnual General Meeting of the Company and eligible to be appointed as Director of theCompany.

The Present Directors and KMP of the Company are as follow:

(a) Mr. Rajesh Babulal Panjri Additional Executive Director (DIN No. 00261895)

(b) Mr. Ram Babulal Panjri Executive Director (DIN No. 00262001)

(c) Mr. Ramesh Ishwarlal Upadhyay Non Executive Director (DIN No. 07087829)

(d) Mrs. Varsha Manish Sanghai Non Executive Independent Director (DIN No. 07445502)

(e) Mr. Ashwin Rughani Non Executive Independent Director (DIN No. 08107128)

(f) Mr. Ram Babulal Panjri CFO

(g) Mr. Surendra Jain Company Secretary and Compliance Officer

18. Statement on Declaration given by the Independent Directors

The Board confirms that all Independent Directors of the Company have given adeclaration to the Board under Section 149 (7) of the Companies Act 2013 and Rules madethere under that they meet the criteria of independence as prescribed under Section 149(6) of the said Act and rules made thereunder.

19. Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors

Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an Annual Evaluation of its own performance performance of the Directorsand the working of its Committees based on the evaluation criteria defined by Nominationand Remuneration Committee (NRC) for performance evaluation process of the Board itsCommittees and Directors.

The Board's functioning was evaluated on various aspects including inter-alia theStructure of the Board Meetings of the Board Functions of the Board Degree offulfillment of key responsibilities Establishment and delineation of responsibilities tovarious Committees Effectiveness of Board Processes information and functioning.

The Committees of the Board were assessed on the degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings. TheDirectors were evaluated on aspects such as attendance contribution at Board/CommitteeMeetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors Board as a whole and theChairman were evaluated in a separate meeting of Independent Directors. The same was alsodiscussed in the meetings of NRC and the Board. Performance evaluation of IndependentDirectors was done by the entire Board excluding the Independent Director beingevaluated.

20. Board Meeting and Attendance

During the financial year 2020-2021 7 (seven) Meetings of Board of Directors were heldon 20th April 2020 26th June 2020 20th August 202004th September 2020 10th November 2020 13th February2021 and 31st March 2021. Details of attendance at the Board MeetingDirectorship in other companies and Membership in Committees thereof of each Director areas follows:

Name of the Director Category No. of Board Meetings held during the year 2020-2021 No. of Board Meetings attended during the year 2020-2021 Whether attended last AGM held on 22nd September 2020 Directorship in other Public Limited Companies Chairmanship in Committees of Boards of other Public Limited Companies Membership in Committees of Boards of other Public Limited Companies
Ramesh Babulal Panjri (Resigned w.e.f. 31st March 2021) Promoter Managing Director 7 6 Yes 1 Nil Nil
Rajesh Babulal Panjri (Appointed w.e.f. 31st March 2021) Promoter Additional Executive Director 7 1 Appointed w.e.f. 31st March 2021 Nil Nil Nil
Ram Babulal Panjri 2021) Promoter Executive Director 7 7 No Nil Nil Nil
Ramesh Ishwarlal Upadhyay Non Executive Director 7 7 Yes Nil Nil Nil
Varsha Manish Sanghai Non Executive Independent Director 7 5 Yes Nil Nil Nil
Ashwin Rughani Non Executive Independent Director 7 5 No Nil Nil Nil

21. Board Committees

As on 31st March 2021 the Board had 3 Committees: the Audit Committee theNomination & Remuneration Committee and the Stakeholders Relationship Committee. Thedetailed note on the composition of Committees is given below:

a) Audit Committee

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc.

i. Terms of Reference:

The Audit Committee was constituted in terms of section 177 of the Companies Act 2013and Regulation 18 of SEBI (LODR) Regulations 2015 as amended time to time beside othermatter as may referred by board of directors. These inter alias include the review of thecompany's financial reporting process and disclosure of financial information to ensurethat the financial statement is correct review of the quarterly and annual financialstatement before submission to the Board for approval.

ii. Composition:

The Audit Committee comprises of the following Members:

1. Mrs. Varsha Manish Sanghai Chairman
2. Mr. Ramesh Ishwarlal Upadhyay Member
3. Mr. Ashwin Rughani Member

The Audit Committee met 4 (four) times i.e. on 26th June 2020 04thSeptember 2020 10th November 2020 and 13th February 2021. Theattendances of the members at the meeting are as follows

Name of the Member Designation No. of Meeting(s) attended
Mrs. Varsha Manish Sanghai Chairman 4
Mr. Ramesh Ishwarlal Upadhyay Member 4
Mr. Ashwin Rughani Member 4

The Company Secretary of the Company acts as Secretary of the Audit Committee.

During the year under Report there are no instances where the Board had not acceptedthe recommendation of the Audit Committee.

b) Nomination & Remuneration Committee

The Company has duly constituted Nomination & Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013 and Regulation19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

i. Terms of Reference:

The terms of reference of the Nomination and Remuneration Committee inter alia includethe following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors /Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personneland to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointmentof Directors Key Managerial Personnel and senior management employees and theirremuneration;

• Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board.

ii. Composition:

The Nomination & Remuneration Committee comprises of the following Members:

1. Mrs. Varsha Manish Sanghai Chairman
2. Mr. Ramesh Ishwarlal Upadhyay Member
3. Mr. Ashwin Rughani Member

The Nomination & Remuneration Committee met 2 (two) times on 26th June2020 and 31st March 2021 _. The attendances of the members at the meeting areas follows

Name of the Member Designation No. of Meeting(s) attended
Mrs. Varsha Manish Sanghai Chairman 2
Mr. Ramesh Ishwarlal Upadhyay Member 2
Mr. Ashwin Rughani Member 2

c) Stakeholders Relationship Committee:

The Company has duly constituted Stakeholders Relationship Committee to align with therequirements prescribed under the provisions of the Companies Act 2013 and Regulation 20of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

i. Terms of Reference:

The terms of reference of the Stakeholders Relationship Committee inter alia includethe following:

• Transfer/transmission of shares/debentures and such other securities as may beissued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securitiesreported lost defaced or destroyed as per the laid down procedure;

• issue new certificates against subdivision of shares renewal split orconsolidation of share certificates / certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / BonusIssue made by the Company subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees' Stock OptionScheme(s) if any and to allot shares pursuant to options exercised;

• to issue and allot debentures bonds and other securities subject to suchapprovals as may be required;

• to approve and monitor dematerialization of shares / debentures / othersecurities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of theShare Department to attend to matters relating to non-receipt of annual reports noticesnonreceipt of declared dividend / interest change of address for correspondence etc. andto monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares/ debenture

ii. Composition:

The Stakeholders Relationship Committee comprises of the following Members:

1. Mrs. Varsha Manish Sanghai Chairman
2. Mr. Ramesh Ishwarlal Upadhyay Member
3. Mr. Ashwin Rughani Member

The Stakeholders Relationship Committee met 4 (four) time on 26th June2020 04th September 2020 10th November 2020 and 13thFebruary 2021. The attendances of the members at the Meeting are as follows

Name of the Member Designation No. of Meeting(s) attended
Mrs. Varsha Manish Sanghai Chairman 4
Mr. Ramesh Ishwarlal Upadhyay Member 4
Mr. Ashwin Rughani Member 4

During the year under review NIL Investor Complaints was received.

22. Independent Directors

Independent Directors play an important role in their governance process of the Board.They bring to bear their expertise and experience on the deliberations of the Board. Thisenriches the decision making process at the Board with different point of view andexperiences and prevents conflict of interest in the decision making process.

The appointment of Independent Director is carried out in a structured manner. TheNomination and Remuneration Committee identifies potential candidates based on certainlaid down criteria and takes in to consideration the diversity of the Board. TheIndependent Directors have been appointed for a fixed tenure of five years from theirrespective dates of appointment.

None of the Independent Directors serves as "Independent Directors" in morethan seven listed entities. During the year under review the Independent Directors met on13th February 2021 inter alia to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board ofDirectors as a Whole;

2. Evaluation of the performance of the Chairman of the Company taking into accountthe views of the Executive and Non-Executive Directors.

3. Evaluation of the quality content and timelines of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the independent Directors were present at the Meeting.

23. Nomination and Remuneration Policy

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors and recommends to theBoard a Policy relating to the remuneration for the Directors Key Managerial Personneland other employees. The brief terms of the policy framed by the Nomination andRemuneration Committee in pursuant to the provisions of Section 178 (4) of the CompaniesAct 2013 and rules made there under are as follow:

(a) The Committee shall ensure that the level and composition of remuneration isreasonable and sufficient to attract retain and motivate directors of the qualityrequired to run the Company successfully;

(b) The Committee shall also ensure that the relationship of remuneration toperformance is clear and meets appropriate performance benchmarks; and

(c) The Committee shall also ensure that the remuneration to Directors Key ManagerialPersonnel and Senior Management involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of theCompany and its goals.

The key objectives of the Committee are:

(a) To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

(b) To evaluate the performance of the Members of the Board and provide necessaryreport to the Board for further evaluation.

(c) To recommend to the Board on remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

24. Director's Responsibility Statement

In terms of Section 134 (3) (c) of the Companies Act 2013 your Board of Directorshereby state that:

i) in the preparation of the annual accounts the applicable accounting standards havebeen followed;

ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review;

iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors have prepared the annual accounts on a going concern basis;

v) the directors has laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and

vi) the directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

25. Particulars of contracts or arrangements with related parties

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large and hence Form AOC-2 is attached as "AnnexureA" and forms a part to this Report. Prior omnibus approval of the Audit Committee isobtained for the transactions which are of a foreseen and repetitive nature. However theother transaction made by the Company with related parties disclosure of which isrequired under Accounting Standard 18 form the part of notes to the financial statementprovided in this Annual Report.

A Resolution seeking ratification of Material Related Party Transactions entered by theCompany with Related Parties during the Financial Year 2020-2021 forms part of the Noticeconvening the 37th Annual General Meeting and the same is recommended for yourconsideration and approval.

The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at www.vistaramar.com

26. The name of Companies which have become or ceased to be its Subsidiaries JointVentures or Associates Companies during the year

There were no Companies which have become or ceased to be its Subsidiaries JointVentures or Associate Companies during the year.

However the Company is a Subsidiary Company of M/s. RBP Holdings Private Limitedduring the year under Report.

27. Vigil Mechanism/Whistle Blower Mechanism

In line with the best Corporate Governance practices Company has put in place a systemthrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal. The Employees and Directors may report to the Compliance Officerand have direct access to the Chairman of the Audit Committee. The Whistle Blower Policyis placed on the website of the Company.

28. Statutory Auditors and Auditors' Report

The Company at its Annual General Meeting held on 27th September 2016 had appointedM/s. S. P. Gupta & Associates Chartered Accountants (Firm Registration No.103445W) asthe Statutory Auditors for a term of five consecutive years from the conclusion of theThirty-second Annual General Meeting to the conclusion of the Thirty-seventh AnnualGeneral Meeting subject to ratification of their appointment by the members every year.Further the first term of the appointment of Statutory Auditors expires at the conclusionof Thirty-seventh Annual General Meeting.

Accordingly in terms of Section 139 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 the present Statutory Auditors of the Company M/s. S.P. Gupta & Associates would hold office until the conclusion of the ensuing AnnualGeneral Meeting. They have expressed their willingness to be reappointed for a furtherterm.

In terms of the provisions of Section 139 (2) (b)of the Companies Act 2013 an AuditFirm can be appointed for two terms of five consecutive years each. The Board of Directorsat its Meeting held on 24th June 2021 after considering the recommendations of the AuditCommittee had recommended the re-appointment of M/s. S. P. Gupta & Associates as theStatutory Auditors of the Company for approval of the Members to hold office for aperiod of five consecutive years from the conclusion of the ensuing Thirty-seventh AnnualGeneral Meeting until the conclusion of Forty-second Annual General Meeting to be held inthe calendar year2026.

M/s. S. P. Gupta & Associates has submitted their confirmation to the effect thatthey continue to satisfy the criteria provided in Section 141 of the Companies Act 2013and that their appointment is within the limits prescribed under Section 141(3)(g) of theAct. Members are requested to consider and approve reappointment of M/s. S. P. Gupta &Associates as the Statutory Auditors of the Company and to fix their remuneration.

The Report of the Auditor of the Company and notes forming part of financial statementsare selfexplanatory and hence requires no explanation from the Board of Directors. TheAuditors' Report does not contain any qualification reservation or adverse remark.

29. Extract Of Annual Return

Pursuant to the provisions of Section 134 (3)(a) of the Companies Act 2013 extract ofthe Annual Return for the Financial Year ended 31st March 2021 made under theprovisions of Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 in Form MGT - 9 is attached as "AnnexureB" and form a part to this Report and is also available on the Company's website viz.www.vistaramar.com

30. Cash Flow Statement

As required under Regulation 34 of the Listing Regulations a Cash Flow Statement ispart of the Annual Report.

31. Secretarial Auditor and Report

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedMrs. Isha Sumit Gupta Proprietor of M/s. I S Gupta & Co. Company Secretary Firm toconduct Secretarial Audit of your Company for the Financial Year 2020-2021. TheSecretarial Audit Report for the Financial Year ended 31stMarch 2021 in FormMR-3 is attached as "Annexure C" and form a part to this Report.

32. Cost Records and Cost Audit

Maintenance of Cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.

33. Risk Management Policy

In compliance with the provisions of Section 134 (3)(n) of the Companies Act 2013 theBoard of Directors has formulated and adopted the Risk Management Policy. The Board ofDirectors has delegated the Authority to Audit Committee to monitor the Risk ManagementPolicy including (a) overseeing and approving the Company's enterprise wide riskmanagement framework; and (b) Overseeing that all the risks that the organization facessuch as strategic financial credit market liquidity security property IT legalregulatory reputational and other risks have been identified and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks. Weaffirm that all risk managements are monitored and resolved as per the process laid outin the policy.

34. Disclosure under Section 197 (12) of the Companies Act 2013

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of ratio of remuneration ofeach Directors to the Median remuneration of the Employees of the Company for theFinancial Year will be made available for inspection at its Registered Office of theCompany during the working hours for a period of twenty one days before the date of AnnualGeneral Meeting of the Company pursuant to Section 136 of the Companies Act 2013 andMembers if any interested in obtaining the details thereof shall make specific request tothe Company Secretary of the Company and Compliance Officer of the Company in this regard.

35. Significant and Material Orders passed by the Regulators or Courts

No significant and material orders were passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.

36. Corporate Governance Report

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which is effective from 01st December 2015the Listed Companies having paid up Equity Share Capital not exceeding Rs.10 Crores andNet Worth not exceeding Rs.25 Crores as on the last day of the previous Financial Year isnot required to comply with the norms of the Corporate Governance Report.

Since the Paid up Equity Share Capital of the Company is Rs.32000000.00 and Networthis Rs. 65450502.00 as on Financial Year ending 31stMarch 2021 thereforethe provisions relating to Corporate Governance Report are not applicable to the Company.

Note - As per Schedule V Part C [10(i)] of Listing Obligation and DisclosureRequirements the Company does not require taking Certificate of 'Non-Disqualification ofDirector' from Practicing Company Secretary.

37. Management's Discussion and Analysis Reports

In term of the provisions of Regulation 34 (2)(e) of SEBI (LODR) Regulations 2015 theManagement's Discussion and Analysis Report is set out in this Annual Report.

38. Disclosure as per the Sexual Harassment of Women at Workplace(Prevention.Prohibition and Redressal) Act 2013

Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

39. Reporting of Frauds

During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee and/ or Board of Directors under Section 143(12) of the Companies Act 2013 and rules framed thereunder any instances of fraudcommitted against the Company by its officer or employee the details of which would needto be mentioned in the Board's Report.

40. Secretarial Standards

The Company complies with all applicable Secretarial Standards.

41. Listing on Stock Exchange

The Company's Shares are listed on BSE Limited in July 2014.

42. Annual Listing Fees

The Company paid of Annual Listing Fees for the financial year 2021-2022 to BSE wherethe Company's Shares are listed.

43. Postal Ballot

The Company will comply with the requirements of postal ballot as and when such matterarises requiring approval of the shareholders through Postal Ballot.

During the year there were no resolutions passed through postal ballot.

44. Enhancing Shareholders Value

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

45. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

46. Acknowledgements

Your Director would like to express their sincere appreciation for the assistance andco-operation received from the Central and State Government Departments customersdealers vendors members banks and other business partners during the year under review.Your Directors also wish to place on record their sincere appreciation to all theemployees of the Company for their unstinted commitment and continued contribution to theCompany.

For and on behalf of the Board of Directors

Navi Mumbai Rajesh Babulal Panjri Ram Babulal Panjri
24th June 2021 Director Director
DIN:00261895 DIN: 00262001

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