gujarat bitumen ltd Directors report

To,

The Members

GBL INDUSTRIES LIMITED Ahmedabad

Your Directors have great pleasure in presenting the 34^thAnnual Report on business and operation of the Company and Standalone and Consolidated Audited Accounts for the financial year ended March 31, 2020.

FINANCIAL RESULTS:
		(Rs. In Lakh)
PARTICULARS	Financial Year Ended 2019-2020	Financial Year Ended 2018-2019
Revenue From Operations		2521.29
Other Income		2.36
Total Revenue		2523.65
Profit Before Finance Cost and	-8.07	16.45
Depreciation
Finance Cost	0.18	0.013
Depreciation	5.25	3.75
Profit Before Tax	-13.49	12.69
Exceptional Items		-16.00
Tax Expenses
Current Tax		-
Deferred Tax	0.17	0.54
Net Profit for the Year	-13.67	28.15

1. OPERATIONS:

During the year under review, the revenue from operations of the Company for the financial year 2019-2020 decreased to nil compared to Rs.2521.29 Lakh in the previous financial year 2018-19. Your Company has earned Profit/Loss after tax of Rs. -13.67 Lakh against Rs. 28.15 Lakh in the previous year.

2. DIVIDEND

With a view to conserve resources for expansion of business, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

3. TRANSFER TORESERVES:

The Board of Directors has not recommended transfer of any amount to reserves during the year under review

4. SHARE CAPITAL:

During Financial Year 2020 there was no change in the authorised and paid-up share capital of the Company. The authorised and Paid up share Capital of the Company as on March 31, 2020 is Rs. 500 Lakh respectively.

The Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor issued any sweat equity shares during the year under review.

5. SUBSIDIARY COMPANY:

There are no subsidiary, associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiary.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company comprises of Four Directors, of which one is Executive Director, one Non-executive Woman Director and two Independent Directors .Theconstitution of the Board of Directors of the Company is in accordance with Section 149 ofthe Companies Act, 2013 and Regulation 17 of the Listing Regulations, as amended from timeto time.

Directors retiring by rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Nisha Soni, Director of the Company, liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment. The Board of Directors recommend his re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Appointment

Mrs. Nisha Ritesh Soni and Mr. Kaiwalya Soni, non executive Directors of the Company appointed as additional Directors of the Company w.e.f. 8^thApril, 2019 and Mr. Rushabh Nitin Gandhi and Mrs. Parulben Kailaspuri Goswami are appointed as Non executive Independent Directors of the Company w.e.f. 10^thMay, 2019 and regularized in 33^rdAGM. As per requirements of provisions of the Companies Act, 2013 and rule made there under, the Independent Directors are not liable to retire by rotation and appointment is approved by shareholders in 33^rd AGM held on 28.09.2019 for a term of five consecutive years.

-Mrs. Nisha Soni is regularized as Director of the Company at the 33^rdAnnual General Meeting of the Company held on 28.09.2019.

-Mr. Rushabh Nitin Gandhi and Mrs. Parulben Kailaspuri Goswami are regularized as Director of the Company at the 33rd Annual General Meeting of the Company held on 28.09.2019.

-Mr. Karan Parikh was appointed as an Additional Director of the Company w.e.f. 30th April, 2019 and Managing Director of the Company w.e.f 10 th May, 2019 which was approved by members at the 33 rd Annual General Meeting of the Company held on 28.09.2019.

Resignation

-Mrs. Shilpa Kamleshbhai Solanki and Mr. Piyush Jayantilal Shah have resigned from the directorship of the Company w.e.f. 8^thApril, 2019.

-Mr. Dhiral Dave, Mr. Shailesh Prajapati and Mr. Kaiwalya Soni have resigned from the directorship of the Company w.e.f. 10^thMay, 2019.

-Mr. Vijay Mehta has resigned from the post of Managing Director w.e.f. 10^thMay, 2019 and resigned from the directorship of the Company w.e.f 15^th October, 2019.

Key managerial Personnel

Mr. Vijay Pravinchandra Mehta is appointed as a Director and Managing Director of the Company. The appointment was approved by the members of the Company vide Postal Ballot concluded on 19^thApril, 2019.

-Mr. Shailesh Prajapati has resigned from the post of CFO (Chief Financial Officer) of the Company w.e.f. 10^thMay, 2019 and Mr. Kaiwalya Ritesh Soni is appointed as CFO (Chief Financial Officer) of the Company.

-Mr. Karan Dharmendrabhai Parikh is appointed as Managing Director of the Company in place of Mr. Vijay Pravinchandra Mehta w.e.f. 10^thMay, 2019.

- Ms. Kiran Nitesh Prajapati has resigned from the post of Company secretary of the Company w.e.f. 2^ndJuly, 2019.

7. CHANGE IN THE NATURE OF THE BUSINESS:

During the year under review there was no change in the nature of the business of the Company. The Company continues to operate in the same businessline.

8. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

9. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

During the year, the Company amended the Insider Trading Policy in line with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Corporate Policy on Investor Relations was amended to make generic language updates. The amended policy is available on our website www.gujaratbitumen.com.

10. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls to support the preparation of the financial statements.

11. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Board of Directors duly met 9 (Nine) times.

Details of Board Meetings for the year under review are tabulated hereunder:

Sr. No.	Date of Board	ShilpaS olanki*	Dhiral Dave*	Shailesh Prajapati	Piyush Shah*	Vijay Mehta	Kaiwalya Soni**	Nisha Soni**	ParulG oswam	Rushbah nadhi***	Karan Parikh*
	Meetings		***	***		*****			i****	*	***
1	08.04.2019	P	P	P	P	P
2	30.04.2019		P	P		P	P	P
3	10.05.2019		P	P		P		P
4	30.05.2019					P		P	P	P	P
5	14.08.2019					P		P	P	P	P
6	02.09.2019					P		P	P	P	P
7	15.10.2019					P		P	P	P	P
8	14.11.2019							P	P	P	P
9	14.02.2020							P	P	P	P

*Mr. Piyush Shah and Mrs. Shilpa Solanki have resigned from the directorship of the Company w.e.f.08.04.2019.

**Mr. Kaiwalya Soni and Mrs. Nisha Soni are appointed as Additional Directors of the Company w.e.f. 08.04.2019 and Mr. Kaiwalya Soni has resigned from the Directorship of the w.e.f.10.05.2019. ***Mr. Shailesh Prajapati and Mr. Dhiral Dave have resigned from the directorship of the Company w.e.f.10.05.2019. ****Mr. Rushabh Gandhi and Mrs. Parul Goswami are appointed as additional Directors of the Company and Mr. Karan Parikh is appointed as Managing Director of the Company w.e.f. 10.05.2019 ***** Mr. Vijay Mehta has resigned from the Directorship of the Company w.e.f. 15.10.2019.

12. DECLARATION BY INDEPENDENT DIRECTOR(S):

In accordance with Section 149(7) of the Companies Act, 2013, as amended, each Independent Director of the Company has given written declaration confirming that he/she meets the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013.

13. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return as on 31st March, 2020 in Form MGT 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure- I" to this Report.

14. FORMAL ANNUAL EVALUATION:

The Board of Directors is committed to get carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Director.

15. REMUNERATION POLICY:

The Company follows a policy on remuneration of Directors and senior management employees, details of the same are given in the website of the Company www.gujaratbitumen.com

16. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 22^nd February, 2020 inter alia, to discuss:

• Review of the performance of the Non- Independent Directors and the Board of Directors as awhole.

• Review of the Chairman of the Company, taking into the account of the views of the Executive and Non- ExecutiveDirectors.

• Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform itsduties.

All the Independent Directors were present in the meeting.

17. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3) of the Companies Act, 2013, the Directors would like to state:

(a) that in the preparation of the annual financial statements for the year ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures, ifany;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for the year ended on that date;

(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 concernbasis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operatingeffectively.

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operatingeffectively.

18. COMMITTEE OF THE BOARD:

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees inplace:

1. AuditCommittee

2. Nomination and RemunerationCommittee

3. StakeholdersCommittee

During the year, your Directors have constituted or reconstituted wherever required, the following committees of the Board is in accordance with the requirements of the Companies Act, 2013. The Composition, terms of reference and other details of all Board level committees have been elaborated indetail:

AUDIT COMMITTEE:

The Audit Committee comprises of executive and non executive Independent Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2019-2020, 5 meeting of Audit Committee were held on 30.05.2019, 14.08.2019, 02.09.2019, 14.11.2019 and 14.02.2020.

The Composition of Audit Committee and the details of meetings attended by the members during the year are given below:

Sr. No.	Name of the Director	Status	Nature of Directorship	No. of Meeting	Meeting Attended
1.	Mr. Dhiral Dave	Chairman	Independent Director	5	0
2.	Mr. Piyush Shah*	Member	Independent Director	5	0
3.	Mrs. ShilpaSolanki*	Member	Independent Director	5	0
4.	Mr. Vijay Mehta*	Member	Director	5	0
5.	Mrs. NishaSoni*	Member	Director	5	5
6.	Mr. Rushabh Gandhi**	Chairman	Independent Director	5	5
7.	Mrs. Parul Goswami**	Member	Independent Director	5	5

*Mr. Piyush Shah and Mrs. Shilpa Solanki have resigned from the directorship of the Company w.e.f. 08.04.2019 and cease to be member of Committee. Mr. Vijay Mehta and Mrs. Nisha Soni became members of the Audit Committee.

** Mr. Rushabh Gandhi and Mrs. Parul Goswami are appointed as Independent Directors of the Company w.e.f. 10.05.2019 and are became members of the Audit Committee. Mr. Vijay Mehta has resigned from the Committee.

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of three non-executive Directors as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2019-2020, 4 meeting of Nomination and Remuneration Committee were held on 08.04.2019, 30.04.2019, 10.05.2019 and 02.09.2019.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by the members during the year are given below:

Sr. No.	Name of the Director	Status	Nature of Directorship	No. of Meeting	Meeting Attended
1.	Mrs. Dhiral Dave*	Chairman	Independent Director	4	3
2.	Mrs. Shilpa Solanki**	Member	Independent Director	4	1
3.	Mr. Shailesh Prajapati**	Member	Executive Director	4	1
4.	Mrs. Nisha Soni**	Member	Non Executive Director	4	3
5.	Mr. Vijay Mehta**	Member	Executive Director	4	2
6.	Mr. Rushabh Gandhi*	Chairman	Independent Director	4	1
7.	Mrs. Parul Goswami***	Member	Independent Director	4	1

*Mr. Dhiral Dave has resigned w.e.f. 10.05.2019 and Mr. Rushabh Gandhi became Chairman of the Committee.

**Mrs. Shilpa Solanki has resigned from the directorship of the company w.e.f. 08.04.2019 and Mrs. Nisha Soni is appointed. Mr. Vijay Mehta and Mrs. Nisha Soni became members of Committee w.e.f. 08.04.2019

***Mrs. Parul Goswami became member of the committee in place of Mr. Vijay Mehta w.e.f.10.05.2019.

STAKEHOLDERS COMMITTEE:

The Stakeholders Committee comprises of executive and non executive Independent Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2019-2020, 1 meeting of Stakeholders Committee was held on 14.08.2019

Composition of Stakeholders Committee and the details of meetings attended by the members during the year are given below:

Sr. No.	Name of the Director	Status	Nature of Directorship	No. of Meeting	Meeting Attended
1.	Mrs. Shilpa Solanki	Member	Independent Director	1	0
2.	Mr. Piyush Shah*	Chairman	Independent Director	1	0
3.	Mr. Dhiral Dave*	Chairman	Independent Director	1	0
4.	Mr. Vijay Mehta*	Member	Executive Director	1	0
5.	Mrs. Nisha Soni*	Member	Non Executive Director	1	1
6.	Mr. Rushabh Gandhi***	Member	Independent Director	1	1
7.	Mrs. Parul Goswami***	Chairman	Independent Director	1	1

* Mrs. Shilpa Solanki and Mr. Piyush Shah have resigned w.e.f. 08.04.2019 and Mr. Vijay Mehta and Mrs. Nisha Soni became members of the Committee. Mr. Dhiral Dave became Chairman of the Committee.

**Mr. Vijay Mehta and Mr. Dhiral Dave have resigned w.e.f. 10.05.2019 and Mr. Rushabh Gandhi and Mrs. Parul Goswami became member and Chairman of the Committee respectively.

19. RECOMMENDATIONS OF AUDIT COMMITTEE:

All the recommendations made by the Audit Committee were accepted by the Board.

20. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

TheCompany has in place a process for familiarization of newly appointed directors with respect to their respective duties and departments. Detailed Familiarization Programme are available on the Companys website i.e.www.gujaratbitumen.com

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant or material orders passed by the regulators, courts or tribunals having an impact on the future operations of the Company or its going concern status.

22. PUBLIC DEPOSITS:

Your Company has not accepted deposit from public during the year and there was no deposit outstanding on 31st March, 2020.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Yours Company has not given any loan / guarantee or provided any Security or made any investment to any person (except those required for business purpose).

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has implemented adequate procedures and internal Controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company also ensures that internal controls are operating effectively.

25. CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 crore and Net worth not exceeding Rs. 25 crore, as on the last day of the previous financialyear;

b. Listed entity which has listed its specified securities on the SMEExchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2019-2020.

26. RISK MANAGEMENT POLICY:

The Company has in place to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Companys internal control systems are commensurate with the nature of its business and the size and complexity.

27. REGISTERED OFFICE OF THE COMPANY:

The Company Registered office is shifted from "F-901, Titanium City Centre, Nr. Sachin Tower, 100 Ft Road, Satellite, Ahmedabad-380015" to "801, SAFAL PRELUDE, 8th Floor, B/h. Pinnacle Business Park, Corporate Road, Prahladnagar, Ahmedabad, Gujarat, 380015" with effect from 1^stMay,2019.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) (e) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is presented in a separate section as "Annexure II" forming part of the AnnualReport.

29. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013

30. STATUTORY AUDITORS AND AUDITORS REPORT:

M/s. Pragnesh Thakkar & Associates, Chartered Accountants, Ahmedabad, were appointed as the statutory auditors of the Company at the 33^rd Annual General Meeting of the Company held in the year 2019 and shall hold office from the conclusion of 33^rd Annual General Meeting to the conclusion of the 38th Annual General Meeting of the Company to be held in 2024.

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

31. INTERNAL AUDITOR:

The Company has not appointed Internal Auditor. The Company is in process of appointment of internal Auditor.

32. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made there under the Company has appointed, M/s. Alpana Sethia, Practicing Company Secretary, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2019-2020 in the prescribed form MR-3 is annexed to this Report as "Annexure- III".

The comments and explanation are as under:

• Company has not appointed internal auditor during the year underreview.

• Company has not appointed New Company Secretary after resignation of Company Secretary

Explanation: Company is in process of appointment of internal auditor and Company Secretary.

33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION & REDRESSAL) ACT,2013:

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero- tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action. The Company has established a policy as per under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 against Sexual Harassment for itsemployees.

The policy allows any employee to freely report any such act and prompt action will be taken thereon.

The Policy lays down severe punishment for any such act. Further, your Directors state that during the year under review, there were no cases of sexual harassment reported to the Company.

34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM END OF FINANCIAL YEAR TILL DATE OF REPORT:

Apart from changes as mentioned above Bombay Stock Exchange Limited has levied penalty for non-compliance with regulations 6(1) of SEBI (LODR) Regulation, 2015 for the Quarter ended on March,2020 Rs. 106200/-, June2020 Rs. 107380/- and September 2020 Rs. 107380/-by the stock exchange.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:

A. Conservation ofEnergy:

The Company consumes minor power and hence no details are required to be disclosed.

B. Technology Absorption

NIL

C. Foreign Exchange Earning & OutGo:

Total ForeignExchangeUsed	:NIL
Total ForeignExchangeEarned	:NIL

36. CORPORATE SOCIAL RESPONSIBILITY(CSR):

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility.

37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188:

During the year there is no contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013.

38. COMPANY AFFIRMATION OF READINESS TOWARDS COVID-19:

India is going through a tough phase of a global pandemic Novel Coronavirus disease (COVID19). The Indian government is taking all possible measures to keep a check on the spread of this disease within the country. Accordingly, as a responsible private establishment, your Company also took part in the mission of social distancing by:

• Putting in place Work from Home Policy (WFH) for the employees of the Company;

• Conduct of meetings through VC, telephone, computerized& other electronic means if any required;

• Strictly adhering to the "Dos and Donts" advised by the Public Health Authorities;

• Only essential staffs are being called on duty with staggered timings to be followed in order to minimise physical interaction in the Office;

• To follow other preventive measures prescribed by the local authorities from time to time.

39. COST AUDITORS:

The provisions of Cost Audit as prescribed under Section 148 of the Act and the rules framed there under are not applicable to the Company.

40. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board and its Committees which have mandatory application.

41. DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE003Q01012. As on 31st March, 2020 total 5000000 equity shares of the Company are listed out of 4700000 shares of the Company are dematerialized and 300000 shares are held in physical form.

42. POLICIES AND CODES OF THE COMPANY:

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

Your Company has framed a Policy of Sexual Harassment of women at workplace to follow gender neutral approach in handling complaints of sexual harassment. The Sexual Harassment policy has been available on the website of the Company www.gujaratbitumen.com

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Companywww.gujaratbitumen.com.

43. INSIDER TRADING REGULATIONS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

44. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS:

The Company has not issued any shares with differential rights and hence no disclosure is required as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules,2014.

(B) ISSUE OF SWEAT EQUITYSHARES:

The Company has not issued any sweat equity shares during the year under review and hence no disclosure is required as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules,2014.

(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION SCHEME:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no disclosure is required as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules,2014.

45. DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LODR) REGULATIONS,2015:

Your Company does not have any Unclaimed Shares issued in physical form pursuant to Public Issue / Rights Issue.

46. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

47. PUBLIC DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 [including any statutory modification(s) or re-enactment(s) for the time being in force].

48. APPRECIATION:

Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State Governments and Shareholders, for their consistent support to the Company. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the company.