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EQUITY - MARKET SCREENER

Kriti Nutrients Ltd
Industry :  Solvent Extraction
BSE Code
ISIN Demat
Book Value()
533210
INE798K01010
22.4550898
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
17.58
216.68
EPS(TTM)
Face Value()
Div & Yield %
2.46
1
0.42
 

As on: Jul 03, 2022 04:22 PM

Dear Members,

Your Directors are pleased to present their 25th Annual Report on the affairs of the Company together with the Audited Financial Statements for the Financial Year ended on 31st March, 2021.

FINANCIAL HIGHLIGHTS

The summarised financial highlights for the year vis-a-vis the previous year are as follows:

(Rs. In Lakhs )

PARTICULARS 31.03.2021 31.03.2020
Revenue from Operations 69005.57 52037.79
Other Income 245.07 328.48
Total Revenue 69250.63 52366.27
Operating Expenses 67222.34 50140.70
Profit/ (Loss) before Exceptional Items and Tax 2028.09 2225.57
Exceptional Items 0.00 0.00
Profit/ (Loss) before Tax 2028.09 2225.57
Tax Expenses
(a) Current Tax 539.40 554.54
(b) Deferred Tax (16.78) (229.48)
Profit/ (Loss) after Tax 1505.67 1900.51
Profit/(Loss) from discontinued operations 0.00 0.00
Tax expenses on discontinued operations 0.00 0.00

OPERATIONAL PERFORMANCE

During the Financial Year ended on 31st March, 2021, your Company has achieved an operational turnover of Rs. 69005.57 Lakhs as compared to an operational turnover of Rs. 52037.79 Lakhs in the previous Financial Year, and the Profit after Tax is Rs. 1505.67 Lakhs as compared to Profit after Tax of Rs. 1900.51 Lakhs in the previous Financial Year.

IMPACT OF COVID-19 PANDEMIC

According to The Reserve Bank of India (RBI), the resurgence of Covid-19 has dented but not debilitated economic activity in the first half of the first quarter of 2021-22. Although still extremely tentative, the overall assessment is that the loss of momentum is not as severe as it was at this time a year ago. The impact of the second wave on the real economy seems to be limited so far in comparison with the first wave. Evidently, the localised nature of lockdowns, better adaptation of people to work-from- home protocols, online delivery models, e-commerce, and digital payments, were at work. Real economy indicators moderated in April and May 2021, as many states-imposed restrictions to arrest the renewed surge in infections.

"The second wave" has intensified in metros/cities, and relative to the first wave, it has spread rapidly across states, regions, and into rural pockets. On the global front, a strong bounce back in the US economy appears to be underway, notching an annualised growth rate of 6.4% in Q1:2021 on the back of stimulus, vaccinations and easing of lockdowns.

The British economy has emerged out of lockdown from the onset of Q2:2021. New surges of the virus have pushed the Eurozone into a double-dip recession, with widely differentiated growth profiles among members.

MSME sector, the second highest employer after agriculture, has been impacted very much and would require financial assistance. The government might tweak the existing Emergency Credit Line Guarantee Scheme to provide immediate help to the sector, the sources added. Currently, around 6.5 Cr Micro, Small and Medium Enterprises (MSMEs) contribute 30% of the GDP Recently, the RBI also announced a loan restructuring scheme for small borrowers amid the pandemic.

However, it is said that fiscal stimulus would be effective only once local lockdowns ease and restrictions on business due to curfews are lifted. Most of the states have imposed curfews in their states to contain spiraling COVID infections and deaths. Also, the second COVID wave has dealt a blow to both consumer and investor sentiments, which also need to be lifted.

It is understood that "Niti Aayog" is working on the focus areas of economy and what could be done to stimulate demand in sectors that have been impacted the most by COVID. However, rating agencies have lowered growth forecasts for India saying that the second wave of infections will hamper economic recovery. They, however, projected that the negative impact on economic output will be limited to the April-June quarter. Moody's has projected growth of 9.3% for current fiscal, lower than 13.7% estimated earlier.

S&P Global Ratings has said growth could drop to 9.8% in a 'moderate' scenario of infections, and could be even as low as 8.2% in a 'severe' scenario. S&P had earlier estimated growth of 11% for the current fiscal. According to Fitch Ratings, India's slow pace of vaccination could mean that the country remains vulnerable to further waves of the pandemic.

As per the official estimate, the country's economy is projected to contract by 8% in 2020-21.

Soon after the pandemic hit the country and a nationwide lockdown was imposed, the government, in March 2020, announced a RS. 1.70 Lakh crore-Pradhan Mantri Garib Kalyan Yojana (PMGKP) to protect the poor and vulnerable from the impact of the pandemic. It was followed by the "Aatmanirbhar Bharat Abhiyan" package in May 2020 largely focused on supply- side measures and long-term reforms. To boost consumption during the festival season, the government, in October 2020, announced measures that were worth close to Rs.73,000 Cr to stimulate consumer spending in an effort to rein in the slowdown due to the pandemic. Aatmanirbhar Bharat Abhiyaan 3.0 unveiled in November 2020, ahead of Diwali, was worth Rs.2.65 Lakh crore. Of the total amount, the maximum of Rs.1.45 Lakh Cr was allocated to give a boost to manufacturing activities.

The business of Kriti was affected more in second wave as compared to first wave during peak seasons, however, with a focused attention on other non-seasonal products and better inventory management, Kriti has been able to maintain the volumes by registering marginal growth in different verticals and achieving better efficiency and cost reduction in FY 2020-21.

DIVIDEND

Your directors pleased to recommend a dividend @ 18% (Rs.0.18/- per equity shares of Rs.1/- each on 50103520 Equity Shares) for the Financial Year 2020-21 aggregating to Rs.90.19 Lakhs (Previous year @ 18% {Rs..0.18 per equity shares of Rs.1/- each on 50103520 Equity Shares aggregating to Rs..90.18 Lakhs}) payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record Date.

CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities during the period under review.

BUSINESS TRANSFER

There is no transfer of business during the period under review.

TRANSFER TO RESERVES

During the year, the Company has transferred Rs. 150 Lakhs (Previous year Rs. 150 Lakhs) to the general reserves.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2021 was Rs. 501.04 Lakhs divided into 50103520 equity shares of H1/- each. There is no change in Equity Share Capital of the Company during the year, the shares of the Company are listed and regularly traded at the trading platform of BSE Ltd.

DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31st March, 2021. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

S. No. Particulars Amt in Rs.
1. Details of Deposits accepted during the year Nil
2. Deposits remaining unpaid or unclaimed at the end of the year Nil
3. Default in repayment of deposits N.A.
At the beginning of the year
Maximum during the year
At the end of the year
4. Deposits not in compliance with law N.A.
5. NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed N.A.

There are no deposit which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and there rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

Directors liable to retire by rotation seeking re-appointment:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Members at their 24th Annual General Meeting held on 8th August, 2020 has re-appointed Shri Shiv Singh Mehta (DIN: 00023523) and Shri Saurabh Singh Mehta (DIN: 00023591) Directors of the Company as director liable to retire by rotation who was eligible for reappointment.

Managing and Whole-time Directors seeking their reappointment at the ensuing Annual General Meeting:

Upon the recommendation of the Nomination and Remuneration Committee, your Board of Directors has recommended the re-appointment of the following directors by passing Special resolutions at the ensuing Annual General Meeting:

1. Re-appointment of Shri Shiv Singh Mehta (DIN: 00023523) as the Chairman and Managing Director of the company for a further period of 5 (Five) years w.e.f. 12th January 2022 to 11th January, 2027 and will also attaining the age of 70 years during the proposed tenure.

2. Re-appointment of Shri Saurabh Singh Mehta (DIN: 00023591) as the Whole-time Director of the company for a further period of 5 (Five) years w.e.f. 1st August, 2022 to 31st July, 2027.

Necessary information on the Director(s) seeking re-appointment has been given in the Notice of the ensuing Annual General Meeting.

INDEPENDENT DIRECTORS - The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and formed an opinion that the independent directors meet the criteria of independence as required under the Companies Act, 2013 and the SEBI (LODR) Regulations 2015. All the Independent Directors have also registered themselves with Independent Directors' Databank.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel's (KMPs) of the Company during the period under review:

i) Mr. Shiv Singh Mehta (DIN 00023523), Chairman and Managing Director,

ii) Mr. Saurabh Singh Mehta (DIN 00023591), Whole-time Director,

iii) Mr. Suresh Chand Jajoo Chief Financial Officer (ceased w.e.f 30th October, 2020)

iv) Mr. Shashank Belkhede, Chief Financial Officer, (appointed w.e.f. 1st November 2020)

v) Mr. Sachin Upadhyay, Company Secretary and Compliance Officer (ceased w.e.f. 20th February, 2021).

vi) Mrs. Swati Tiwari, Company Secretary and Compliance Officer (appointed w.e.f. 24th March, 2021).

There is no change in the KMPs of the Company except the above during the period under review.

BOARD EVALUATION

The Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee (NRC) has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of performance of Executive Directors is done by Independent Directors.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/re-appointment/continuation of Directors on the Board shall be based on the outcome of evaluation process.

During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the NRC in their respective meetings and the evaluation result was placed before the Board for its information and consideration.

MEETINGS

During the year total five (5) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment of Directors, KMPs and Senior Management Personnel and for determination of their remuneration. The salient features of Nomination & Remuneration Policy is stated in the Corporate Governance Report. The Nomination & Remuneration Policy duly approved by the Board has been posted on the Company's website http://kritinutrients.com/

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has the following four (4) committees:

i) . Audit Committee

ii) . Nomination and Remuneration Committee

iii) . Stakeholders' Relationship Committee

iv) . Corporate Social Responsibility Committee

Apart from the aforesaid committees, the Company has also constituted Internal Complain Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013. A detailed note on the Committees is provided in the Corporate Governance Report.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

During the period under review, the Company did not have any Subsidiary, Associate Company and Joint Venture. Therefore, disclosure in the Statement pursuant to section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC-I is not applicable to the company. However, your company is a subsidiary of Sakam Trading Private Limited which holds about 52.09% of the total paid-up capital of the company.

RELATED PARTY TRANSACTIONS

During the period under review, all related party transactions that were entered on an arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors,

KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. Since, there is no material related party transactions in the company. Therefore, the company is not required to annex Form AOC-2 with this report.

Separate disclosure as per regulation 34(3) of SEBI (LODR) Regulations, 2015 is made in the report. The policy on Related Party Transactions duly approved by the Board on the recommendation of the Audit Committee has been posted on the Company's website http://kritinutrients.com/.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is attached as "Annexure A" and forms a part of this Report. The salient features of CSR policy are stated in the aforesaid Report on CSR activities. The policy on CSR duly approved by the Board has been posted on the Company's website http://kritinutrients.com/.

DISCLOSURE FOR PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in respect of employees of the Company forming part of Directors' Report is given in "Annexure B" to this Report. A statement of top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended may be obtained by request to the Company Secretary of the Company at cs@kritiindia.com.

None of employees are in receipt of the remuneration in excess of H102.00 Lakh or more per annum or H8.50 Lakhs per month for part of the year. Also, none of the employees received remuneration in excess of that drawn by the Whole-time director. Further, Shri Shiv Singh Mehta, Chairman and Managing Director is not withdrawing any remuneration from the company being he is drawing remuneration from other company. None of the employees hold two percent of the equity shares of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as "Annexure C" and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of the Loans, Guarantees and Investment are given in the notes to the Financial Statements. Hence no further disclosure is being given here to avoid repetition.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 along with the requisite certificate from the

Practicing Company Secretary confirming compliance with the conditions of the Corporate Governance is appended and forms a part of this report along with the certificate of Disqualification of Directors received from Practicing Company Secretary as the Annexure 1 and 2 of the Corporate Governance Report.

RISK MANAGEMENT

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Company's Risk Management process focus on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on continuing basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for -

A. adequate safeguards against victimization of persons who use the Vigil Mechanism; and

B. direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism Policy are made available on the Company's website http://kritinutrients.com/ and have also been provided as "Annexure D" of part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: -

a) that in the preparation of the annual financial statements for the year ended 31st March, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the Directors have selected such accounting policies and applied them consistently and have made judgment 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 ended 31st March, 2021 and of the profit of the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL CONTROL AND THEIR ADEQUACY

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been established in the Company and that such controls are adequate and operating effectively. The Company has laid down certain guidelines and processes which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Statutory Auditors in their audit report have opined that these controls are operating effectively. The Audit team develops an audit plan based on the risk profile of the business activities. The annual internal audit plan is approved by the Audit Committee, which also reviews compliance to the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee.

The Audit Committee reviews the reports submitted by the Internal Auditors.

The Board has implemented systems to ensure compliance of all applicable laws. These systems were effective and operative. At every quarterly interval, the Managing Director and the Company Secretary place before the Board a certificate certifying compliance of laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all business unit and functional heads responsible for compliance of such applicable laws and regulations.

During the Financial Year, no frauds were reported by auditors in terms of section 143(12) of the Companies Act, 2013.

ANNUAL RETURN

The Annual Return in Form MGT-7 of the Company as at 31st March, 2021 is available on the Company's website and can be accessed at https://kritinutrients.com/form-mgt-7/

AUDITORS AND THEIR REPORT

The consecutive 5 years term of M/s R.S. Bansal & Co., Chartered Accountants (FRN:000939C), Indore as Statutory Auditors of the Company will expire at the conclusion of ensuing 25th Annual

General Meeting (AGM). Accordingly, in terms of provisions of section 139 of the Companies Act, 2013 the Audit Committee and Board recommends the appointment of M/s M Mehta & Co, Chartered Accountants (FRN: 000957C), Indore as Statutory Auditors of the Company to hold office of the Auditors for a term of 5 consecutive years from the conclusion of 25th AGM till the conclusion of 30th Annual General Meeting to be held in the year 2026 on such remuneration as may be mutually decided by the Auditors and Board. As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the proposed auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report and the Notes on financial statement for the year 2020-21 referred to in the Auditor's Report are self explanatory and does not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

COST AUDITOR

Your company is maintaining the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013, is required to be maintained by the Company and accordingly such accounts and records are made and maintained. In pursuance of Section 148 of the Companies Act, 2013, your Directors appointed Mr. S.PS. Dangi, Cost Accountant, (FRN 100004) Indore to conduct the Audit of the Cost Accounting records for the financial year 2020-21. The Company has filed the Cost Audit Report for the year 2019-20 to the Central Government.

The Board on the recommendation of the Audit Committee, at its meeting held on 15th May, 2021 has re-appointed Mr. S.PS. Dangi as the Cost Auditors to conduct the Audit of the Cost Accounting records for the financial year 2021-22. As required under section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore, the Board of Directors recommend the remuneration payable to Mr. S.PS. Dangi, Cost Auditors for the financial year 2021-22 for the ratification by the Members in the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. Kaushal Agrawal & Co., Company Secretaries, Indore to conduct Secretarial Audit for the financial year 2020-21.

The Secretarial Audit Report for the financial year ended 31st March 2021 in Form MR-3 is attached as "Annexure E" and forms part of this Report. The observations made by secretarial auditor in their audit report are self explanatory for Para No. i to iii ; hence no further explanation is required.

S. No. of the Report Auditor's Observation Management's Explanation
iv Under the head of "indebtedness" amount of Rs.326.42 Lakhs shown in Form MGT-9 under the head unsecured Loans for the financial year ended 31.03.2020 (enclosed with Board Report dated 29.06.2020) not matched with of the Audited Financial Statements for the Financial Year ended 31.03.2020. There was typographical error in providing details in the Form MGT-9. However, in the Financial Statements the correct figures was shown. Further That, in the Form No. DPT-3 as well as Annual Return in Form no. MGT-7, correct figure was shown.
v Number of shares transferred to Investor Education and Protection Fund as filled in Form IEPF-4 was not matched with number of shares disclosed at BSE under shareholding pattern for the quarter ended 31.03.2021. The IEPF-4 disclose the total number of shares transferred by the company to IEPF authority whereas, the shareholding pattern states the shares available with the IEPF authority and the difference between these two figures due to sum of shares claimed by the claimant from the IEPF authority.

Further, the Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 15th May, 2021 has appointed M/s. Ajit Jain & Co., Company Secretaries to conduct Secretarial Audit for the financial year 2021-22.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2013-14 is required to be transferred to IEPF in the due date as specified in the Notice of the AGM and shares of the respective shares on which no dividend is claimed for a consecutive 7 (Seven) years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. The details related to dividend remains unpaid-unclaimed in the Company has been given in the Corporate Governance Report attached with the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF is available on the Company's website at http://kritinutrients.com/

An amount of Rs.1,16,244/- in respect of unpaid/unclaimed dividend declared for the FY 2012-2013 was transferred to the Investor Education and Protection Fund Authority as well as 1,04,939 equity shares of face value of Rs.1 each, in respect of unpaid/unclaimed dividend declared for FY 2012-2013, was also transferred and credited to the IEPF Authority by the Company during the year ended 31st March, 2021.

The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received during the year:

PROVISION OF VOTING BY ELECTRONIC MEANS THOURHG REMOTE EVOTING AND EVOTING AT THEAGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/OVAM and no physical meeting will be held and your company has made necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is being given with the notice of the Meeting.

GENERAL

Your Directors state that during the year under review:

a) The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b) Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.

c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

d) There have been no material changes and commitments affecting the financial position of the Company which have occurred between financial year ended on 31st March, 2021, to which the financial statements relate and the date of this report.

ACKNOWLEDGEMENT

Your Directors place on record, their sincere appreciation and gratitude for all the cooperation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution in the working of the Company.

For and on behalf of the Board of Directors
Shiv Singh Mehta
Date: 15 th May, 2021 Chairman and Managing Director
Place: Indore (DIN: 00023523)