20 Microns Director Discussions


Dear Members,

The Directors have pleasure to present their 37th Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended March 31, 2024.

Financial Results

The Companys standalone and consolidated financial performance for the year ended March 31, 2024 is summarized below:

(Rs In Lakhs)

Particulars Standalone Consolidated
2023-24 2022-23 2023-24 2022-23
Revenue from Operation 67245.00 59780.35 77749.29 70168.72
Other Income 809.90 661.40 406.51 293.38
Total Income 68054.91 60441.74 78155.80 70462.10
Profit before Depreciation, other income , Interest and Tax 8575.57 6865.36 10513.41 8573.61
(PBDIT)
Interest for the year 1252.17 1499.73 1646.21 1776.32
Depreciation for the year 1158.88 1163.19 1434.93 1380.45
Profit/(Loss) before tax and Exceptional items 6974.42 4863.85 7838.78 5710.22
Exceptional items 155.56 - 155.56 -
Profit/(loss) for the year 6818.85 4863.85 7683.22 5710.22
Add: Share of net profit/(loss) of equity accounted investee - - 15.26 9.02
Tax liability :-
Current Tax 1750.26 1285.13 2012.48 1584.55
Deferred Tax 53.30 (36.51) 69.98 (61.48)
Prior period Tax - - - -
Net Profit/(Loss) for the year 5015.29 3615.23 5616.03 4196.17

Dividend:

Your Directors have pleasure to recommend a dividend @ 25% i.e. H1.25/- on equity share of H 5/- each for the financial year ended March 31, 2024. The dividend, if approved by the members in the ensuing Annual General Meeting, would absorb H441.08 Lakhs out of the distributable profits available.

Dividend Distribution Policy of the Company as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) is available at the following link: https://www.20microns.com/corporate-governance-policies-codes

Transfer to Reserves

The Directors do not propose to transfer any amount to reserves.

State of Companys Affairs

During the year under consideration, following financial developments have taken place -

• Total Income for the FY24 was H68054.91 Lakhs as against H60441.74 Lakhs in FY23. The income is increased by 12.6% YOY.

• For FY24 EBIDTA was at H8575.57 Lakhs compared to H6865.36 Lakhs in FY23

• The PAT for FY24 stood at H5015.29 Lakhs compare to H3615.23 Lakhs in FY23.

• Companys debt-equity ratio remains same as 0.30 in 2024 and in 2023. While Net debt-equity ratio came to 0.18 in FY24 from 0.23 in FY23

• Net Worth of the Company is increased to H32327.67 Lakhs as on March 31, 2024 as compared to H26959.49 Lakhs as on March 31, 2023.

Investors Education and Protection Fund

During the year, Company was not liable to transfer any amount to the Investor Education and Protection Fund as required under Section 124 and 125 of the Companies Act, 2013. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31.03.2024 on the website of the Company, at web link - https://www.20microns.com/unpaid-dividend-deposit/

Material Changes and commitments affecting financial position between the end of the financial year and the date of report

No material changes affecting financial position of the Company occurred between the end of the financial year and the date of report.

Corporate Governance Report and Management Discussions & Analysis

As required by Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The

Practicing Company Secretary Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

A detailed report on Management Discussions and Analysis forms an integral part of this report and also covers the consolidated operations and nature of our business.

Fixed Deposits

The Company accepts deposits only from the shareholders of the company pursuant to the provisions of Companies Act, 2013 and Rules made thereunder.

As on 31.03.2024, outstanding Unsecured Fixed Deposits from Shareholders was H2661.28 Lakhs. Deposits amounting to H1761.59 Lakhs are due for repayment on or before 31.03.2025.

Details
Amount of deposit renewed during the year 1463.47 Lakhs
Remained unpaid / unclaimed as at the end of the year Nil
Whether there is any default in repayment, if yes then provide details as below: There is no default in repayment of deposits or interest due thereon during the year under review.

 

Particulars Amount
At the beginning of the year 0.00
Maximum during the year 0.00
At the end of the year 0.00

Subsidiaries, Joint Ventures & Associates

Pursuant to Section 129(3) of the Companies Act, 2013 ("Act"), the consolidated financial statements of the Company and its subsidiaries, Associate Company prepared in accordance with the relevant Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report. Pursuant to the provisions of the said section, a statement containing the salient features of the financial statements of the Companys subsidiaries, in Form AOC-1 is given in Annexure-A.

During the year, the Company has entered into Joint Venture Agreement with Sievert Baustoffe Auslandsbeteiligungen GmbH, a Germany company for the purpose of establishing a Joint Venture Company (limited by shares) in India for manufacturing of Construction Chemicals and Building Material related products.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone & Consolidated Financial Statements of the Company and separate audited financial statements along with other relevant documents, in respect of subsidiaries and associate, are available on the website of the Company at www.20microns.com with web link https://www.20microns. com/annual-reports-of-all-subsidiaries. These documents will also be available for inspection through electronic mode in AGM.

Performance Highlights of Subsidiaries

As on 31.03.2024, the Company had 5 [Five] Subsidiaries viz. 20 Microns Nano Minerals Limited [20 M NANO]; 20 Microns SDN. BHD [20MSB], 20 Microns FZE [20MFZE], 20 Microns Vietnam Company Ltd [20M Vietnam], 20 MCC Private Limited [20MCC], and 1 [one] Associate Company viz., Dorfner-20 Microns Private Limited [D20MPL]. During the year under review, the financial highlights of the above Subsidiaries and Associate are as under:

( in Lakhs)

Name of Revenue of FY24 Profit of FY24
Subsidiaries/
Associate
20 M NANO 9213.86 324.40
20 MSB 227.68 (35.03)
20 M FZE 428.70 30.02
20M VIETNAM 963.65 309.44
20MCC 585.87 38.44
D20MPL 331.56 33.92

Companies which have become or ceased to be Subsidiaries, Associates and Joint Ventures

During the FY24, no company ceased as subsidiary or associate or joint venture of the company, except the step down subsidiary viz. Silicate Minerals [India] Private Limited, which got amalgamated with Companys one of the subsidiaries – 20 Microns Nano Minerals Limited and certified copy of the Order passed by the Honble NCLT at Ahmedabad was received during FY24 i.e. on 09.06.2023. For further analysis on the consolidated performance, attention is invited to the notes to the consolidated financial statements.

Particulars of Employees

The information as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure B which forms part of this report. Pursuant to Section 197(14) of the Act, the details of remuneration received by the Managing Directors from the subsidiary company during FY 2023-24 are also given in Annexure B attached to this report. None of the employees listed in the said Annexure B are related to any Directors of the Company.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request by shareholders.

In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during business hours on working days of the Company up-to the ensuing Annual General Meeting.

Related Party Transactions

There were no material related party transactions made by the Company during the year that require shareholders approval under Regulation 23(4) of the Listing Regulations or Section 188 of the Act. All related party transactions are reported to the Audit Committee. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions which are planned and/or repetitive in nature.

Policy for determining material related party is available at link https://www.20microns.com/corporate-governance-policies-codes

Particulars of transactions with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed in Annexure C hereto.

Annual Return

The Annual Return for the Financial Year 2023-24 in prescribed Form No. MGT-7, as required under Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the Companys Website at web link: https://www.20microns.com/ annual-returns

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure - D forming part of this report.

Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013, the Company had undertaken CSR activities, projects and programs as provided in the CSR policy of the Company and as identified under Schedule VII to the Act..

The Board has framed a CSR Policy for the Company, on the recommendations of the CSR Committee and same can be accessed at web-link https://www.20microns.com/corporate-governance-policies-codes.

The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Companys CSR Policy, total amount to be spent under CSR for the financial year and details of amount spent on CSR during the year is set out at Annexure – E forming part of this Report.

ANNUAL ACTIVITIES BY 20MICRONS FOUNDATION DIABETES CENTER DURING FY24.

We have 219 Juvenile patients registered with us. Compared to previous year, Total 31 patients (Boys 19 + Girls 12) are increased. All of them are under the watch and availing facility given by us. They are taken to most reputed senior doctors (doing practice at Vadodara) for consultancy and now they are settled with comfortable life. To manage the work at Diabetes Center and to reduce the fear of the parents and patients, (having age group of more than 18 years) are called by us and allowing them to work for the center.

Every month, we are receiving new Juvenile patients from the Government and Private Hospitals located inside, outside & surrounding areas of Vadodara. We are providing them Insulin, Glucometer, Strips, and other stuffs related to Diabetes free of cost. We have arranged experienced doctors from Vadodara to visit our center and check the health of Type 1 patients. Doctors are giving education to parents and making them understood the fact of the diabetes.

On 23rd April 2023, camp was organized at Tanakhla, Ambamata Mandir. Total 213 patients were checked for Diabetes.

On 3rd September 2023, we have organized an Eye checkup camp for all Type 1 patients registered with us at no cost. Approximately more than 57 patients visited the facility of Dr. Anal Shah, at Global Hospital, Manjalpur, Vadodara.

A yoga camp was organized on 24th September 2023. Total 38 patients attended Diabetes Yoga Camp at Avichal Garden, Diwalipura, Vadodara.

On 1st October 2023, A 20Microns Foundation delegation of total 6 persons (Mr. Anand Honwadkar + 5 Type 1 patients) was invited by M/s. Dia Con Foundation, Ahmedabad, organized by Dr. Bansi Sabu in the event of distribution of AWARD on account of giving best services to Type 1 child and parents in the state of Gujarat. Mr. Anand Honwadkar received the award from Ms.Mallika Sarabhai, Ms. Manjula Pooja Shroff & Ms. Ruzan Khambatta on behalf of 20Microns Foundation.

On 3rd December 2023, on the day of WORLD DIABETES DAY, we have arranged a function at M.S. University, Social Faculty Hall. More than 200 patients including parents attended the function and expert doctors Dr. Mudrik Patel given a speech to all in connection with the latest researches done by WORLD DIABETES ASSOCIATION, UK. Dr. Swati Dhruv from M. S. University, Department of Food & Nutrition also given a guideline for parents to arrange food for Type 1 Diabetic Patients.

On 7th January 2024, 20Microns Foundation participated in VADODARA MARATHON. Total 87 persons including Type 1 patients & Parents run in the FUN RUN event of 5 Kilometers.

On 30th January 2024, we have visited Maharshi School, Karodiya, Undera, Vadodara. We have checked 100 students of different standard classes. On the same day, we have visited Vithal Vidyalay, Near Genda Circle, Race course. We have checked 130 students of different standard classes. We have not found any TYPE 1 Student.

On 31st January, 2024, we have visited Om School, Vadsar, Vadodara. We have checked 93 students of different standards and have not found any TYPE 1 student.

On 2nd February 2024, executed a camp for checkup of Diabetes at village Chalamali near Kosindra, Gujarat. Total 295 patients were checked for diabetes and found approximately 55 people found having diabetes. Our appointed doctor had given medicine to 55 people for 15 days FREE OF COST and asked them to meet doctor and take further advice.

On 23rd February 2024, Camp is completed at Village Makani, Near Sankheda, Gujarat. Total 355 patients visited the camp for diabetes checkup. Approximately 62 patients were found having diabetes and were given medicine for 15 days FREE OFF COST.

Impact of giving a FREE medicine to the diabetic patients of interior villages, need to be verified. On the basis of the same, decision shall be taken for continuation of the same or not.

It is also under the process that now we shall start again visit the location (Second Time) to visualize the effect of previous camp what sort of changes or improvement is required to be done.

Risk Management Implementation

The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks etc. The Board of Directors and Audit Committee of Directors of the Company periodically review the Risk of the Company so that the Management controls the risk through properly defined network. The Company has a system based approach to the business risk management backed by strong internal control systems.

A range of responsibilities from strategy to the operations is specified. A strong independent internal audit function at the corporate level carries out risk focused audits across all the businesses enabling identification of areas where risk managements processes may need to be improved. The Board reviews internal audit findings and provides strategic guidance on internal control, monitors internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented. The combination of policies and procedures adequately addresses the various risks associated with your companys businesses.

Internal Finance Control System Adequacy

The Company has established proper and adequate system of internal control to ensure that all resources are put to optimum use and are well protected against loss and all transactions are authorized, recorded and reported correctly and there is proper adherence to policies and guidelines, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures, processes in terms of efficiencies and effectiveness. The Companys internal control systems are supplemented by an extensive program of internal audit by an independent firm.

All the transactions are conducted using the IT interface and the business processes are further audited by internal auditors.

The Companys internal control systems are also periodically tested and certified by the internal auditors. The Audit Committee constituted by the Board constantly reviews the internal control systems.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Whistle Blower Policy of the Company provides a mechanism for employees/Board Members and others to raise good faith and concerns about violation of any applicable law/Code of Conduct of the Company, gross wastage or misappropriation of funds, substantial or specific danger to public health and safety, abuse of authority or unethical behavior and to protect the individuals who take such actions from retaliation or any threat of retaliation and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. During the financial year under review, the Company has not received any complaints against any employees/Board Members.

The policy of vigil mechanism may be accessed on the Companys web link - https://www.20microns.com/corporate-governance-policies-codes.

Prevention of Sexual Harassment at Workplace b>

The Company has adopted a policy with the name "Policy on Prevention of Sexual Harassment at Workplace". The policy is applicable for all employees of the organization, which includes corporate office, branches, depots and manufacturing locations etc.

A Complaint Committee has also been set up to redress complaints received on sexual harassment including such unwelcome sexually determined behavior, whether directly or by implication, such as physical contact and advances, a demand or request for sexual favours, sexually colored remarks, showing pornography, and any other unwelcome physical, verbal or non-verbal conduct of sexual nature.

During the year under review, the HR Dept. had conducted training for awareness on the subject – PoSH, amongst the employees of the Company

During the financial year under review, the Company has not received any complaint of sexual harassment.

The policy of Prevention of Sexual Harassment at Workplace may be accessed on the Companys web link - https:// www.20microns.com/corporate-governance-policies-codes

Industrial Relations

Industrial relations, during the year, remained co-cordial, healthy and harmonious at all the locations of the Company across the country.

General Shareholders Information

General Shareholders Information is given in the Report on Corporate Governance forming part of this Annual Report.

Secretarial Standards

Your company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Particulars of Loan, Guarantees or Investments

Loans, guarantee and investment covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Selection and Procedure for Nomination and Appointment of Directors

The Company has a Nomination and Remuneration Committee ("NRC") which is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC makes recommendations to the Board in regard to appointment of new Directors and Key Managerial Personnel ("KMP") and senior management employees. The role of the NRC encompasses conducting a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Companies Act,2013 and Regulation 19 of the SEBI (Listing obligation and disclosure Requirements) Regulations,2015, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate higher standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Companies Act,2013 the Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Regulations and Obligations Requirements)Regulation, 2015 or any other provisions applicable as the case may be.

Evaluation of Board of Directors

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, 2015.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, 2015, the NRC has formulated a policy relating to the remuneration for the Directors, Key Managerial Personnel (KMP), Senior Management and other employees. The philosophy for remuneration is based on the commitment of fostering a culture of leadership with trust. While formulating this policy, the NRC has considered the factors laid down in Section 178(4) of the Act which are as under:

• That the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• Remuneration to Directors, KMP and Senior Management Employees involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Remuneration Policy of the Company is available at link: https:// www.20microns.com/corporate-governance-policies-codes.

Remuneration for Independent Directors and Non-Executive-Non-Independent Directors

The Non-Executive Directors, including Independent Directors, are paid sitting fees for attending the meetings of the Board and committees of the Board. As per the Policy, the overall remuneration (including sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company including considering the challenges faced by the Company and its future growth imperatives. The remuneration should also be reflective of the size of the Company, complexity of the business and the Companys capacity to pay the remuneration.

Within the ceiling of 1% of net profits of the Company, computed under the applicable provisions of the Act, the Non-Executive Directors including Independent Directors were also paid a commission, the amount whereof was recommended by the NRC and approved by the Board during FY 2023-24.

The basis of determining the specific amount of commission payable to a Non-Executive Directors is related to their attendance at meetings, role and responsibility as Chairman or member of the Board / Committees and overall contribution as well as time spent on operational matters other than at the meetings.

Board of Directors and meetings

The members of the Companys Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other regular Board businesses. Intimation of Board Meeting date usually be given in advance to help them plan their schedule and ensure meaningful participation in the meetings. In case of special and urgent business, if the need arises, the Boards/Committees approval is taken by passing resolutions through circulation or by calling Board/Board Committee meetings at shorter notice, by complying with the applicable law.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Board Meetings and General Meeting(s). The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to take an informed decision. The Board of Directors had held 5 (Five) board meetings during FY 2023-24. For further details, please refer to the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations, 2015.

Directors and Key Managerial Personnel

The term of Managing Directors namely Mr. Rajesh C. Parikh and Mr. Atil C. Parikh is ending on 31st March, 2025. Hence, their reappointment for the further period of 5 (five) years and payment of remuneration for term of 3 (three) years w.e.f. 1st April, 2025 is proposed at the ensuing Annual General Meeting. Further, appointment of Mr. Jaideep Verma as an independent Director is proposed for 2nd term at the ensuing Annual General Meeting.

In accordance with the Articles of Association of the Company, Mrs. Sejal R. Parikh [DIN # 00140489], Whole-time Director, retires by rotation at this Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her re-appointment. The board has approved the revision in remuneration w.e.f 01-04-2024 to Mrs. Sejal R Parikh, Whole-time Director and the same will be subject to approval of shareholders in the ensuing Annual General Meeting.

The Board of Directors at its meeting held on 17th May, 2024, upon recommendations of Nomination and Remuneration Committee, has appointed Mr. Dukhabandhu Rath (DIN: 08965826) as an Additional Director (Category-Independent) and his term of office will conclude at the ensuing Annual General Meeting and notice is being placed before shareholders in the ensuing Annual General Meeting for his appointment for the first term of consecutive 5 years from 17th May, 2024.

Necessary resolutions have been included in the notice of ensuing AGM for approval of shareholders for appointment of Directors as mentioned above. The Board recommends passing of these resolutions.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013. As required by law, this declaration is also reflected in the Auditors Report.

In accordance with provisions of Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Ramkisan Devidayal, Mr. Atul Patel, Dr. Ajay Ranka, Mr. Jaideep Verma and Dr. Sivaram Swaminathan have given a declaration to the Company that they meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013.

Company meets the requirement of Section 203 of the Companies Act, 2013 of having Key Managerial Personnel (KMP) such as Mr. Rajesh C Parikh, Chairman & Managing Director (DIN:00041610), Mr. Atil C. Parikh, CEO & Managing Director (DIN: 00041712), Mr. Narendrakumar R. Patel, Chief

Financial Officer and Mrs. Komal Pandey, Company Secretary are the KMP of the Company.

The composition of the Board, meetings of the Board held during the year and the attendance of the Directors thereat have been mentioned in the Report on Corporate Governance which forms part of this Annual Report.

Independent Directors Declaration

Our definition of ‘Independence of Directors is derived from Regulation 16(1)(b) of the Listing Regulations, 2015 and Section 149(6) of the Act and rules framed thereunder. The Independent Directors have also submitted a declaration that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations, 2015.

Based on the confirmation/disclosures received from the Directors, the following Non-Executive Directors are Independent as on March 31, 2024:

1) Mr. Ramkisan A. Devidayal

2) Mr. Atul H. Patel

3) Dr. Ajay I. Ranka

4) Mr. Jaideep B. Verma

5) Dr. Sivaram Swaminathan

Committees of the Board

The Company has 4 (four) Committees of Directors as on March 31, 2024:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship & Share Transfer Committee

4) CSR Committee

Details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

Familiarization Program for Independent Directors

As trustees of shareholders, Independent Directors play a pivotal role in upholding corporate governance norms and ensuring fairness in decision making. Being experts in various fields, they also bring independent judgment on matters of strategy, risk management, controls and business performance.

At the time of appointing a new Independent Director, a formal letter of appointment is given to the Director, inter alia, explaining the role, duties and responsibilities of the Director.

The Director is also explained in detail the compliances required from him/her under the Act, SEBI Regulations and other relevant regulations. By way of an induction programs in the Company, presentations are also being made to the newly appointed Independent Director on relevant information like overview of the Companys businesses, market and business environment, growth and performance, organizational set up of the Company, governance and internal control processes.

Ongoing familiarization program aims to provide insights into the Company and the business environment to enable all the Independent Directors to be updated of newer challenges, risks and opportunities relevant in the Companys context and to lend perspective to the strategic direction of the Company. The details for familiarization program for the Independent Directors is available on the website of the Company. As required under Regulation 46(2)(i) of the Listing Regulations, 2015 and the same can be accessed at the link:https://www.20microns.com/ corporate-governance-policies-codes.

Significant and material orders passed by the Regulators or Courts

The Stock Exchanges [SEs] had imposed penalty for alleged violation of Regulation 17[1A] of SEBI (LODR) Regulations, 2015, against the report on Corporate Governance filed by the Company for the Quarter ended 30.06.2023, which was pertaining to appointment of Mr. Swaminathan Sivaram as an Independent Director who has exceeded the age of 75 years without prior approval of shareholders. The company had paid the said penalty under protest to the SEs. This was reported to the SEs and the Board of Directors at its meeting held on 25.10.2023.

Similarly, SEs had also imposed penalty for violation of Regulation 17[1A] of SEBI (LODR) Regulations, 2015, against the report on Corporate Governance filed by the Company for the Quarter ended 30.09.2023. The company had paid the said penalty also under protest to the SEs. This was reported to the SEs and the Board of Directors at its meeting held on 25.01.2024.

The Company had made appeal[s] before the Honble Securities Appellate Tribunal (SAT) in this regard. The Honble SAT have pronounced its order in favour of the Company saying that there was no violation by the Company and no penalty could have been imposed on the Company.

The Company had initiated actions for getting the Refunds of the said fines in view of the said order passed by the Honble SAT. The Company has received refund from both stock exchanges (BSE & NSE) for Q1 & Q2 of the FY 24.

Apart from above, no Significant and material orders passed by the Regulators or Courts during the year under review.

Auditors

A. Statutory Auditors

M/s. Manubhai & Shah LLP, Chartered Accountants (Firm Registration No. 106041W/W100136) were appointed as statutory auditors of the company, at the conclusion of 35th AGM of the Company. In terms of their appointment made at the 35th AGM held on 22.07.2022, they are holding office of the auditors as such up to the conclusion of the 40th AGM and hence, would retire at the conclusion of the 40th AGM. The Statutory Auditors Report received from M/s. Manubhai & Shah LLP, Chartered Accountants for FY 2023-24 on the financial statement of the Company forms part of this Annual Report. The Statutory Auditors report on the financial statements for FY 2023-24 does not contain any qualifications, reservations or adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act.

B. Internal Auditors

M/s Lalit R. Mehta & Associates, Chartered Accountants, the Internal Auditors have merged their existing practice with Vadodara based firms and the firm will be continuing its services based on the on-going engagements without any changes but under the revised name M/s V L S & Co.

The Company has appointed M/s. V L S & Co, Chartered Accountants, Vadodara as the Internal Auditors of the Company for the F.Y. 2024-25.

C. Cost Auditors

Your Board has re-appointed M/s. Y. S. Thakar & Co., Cost Accountants in Practice as Cost Auditors of the Company for conducting cost audit for the FY 2024-25. A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2024-25 is provided in the Notice to the ensuing Annual General Meeting.

Cost Records

The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.

Cost Report

That cost audit report for FY 2023-24 have been filed with in prescribed limit and cost audit report for FY 2023-24 will be filed on or before prescribed time i.e. 30-09-2024

D. Secretarial Auditors

The Secretarial Audit Report for the financial year 2023-24 issued by M/s. Parikh Dave & Associates, Practicing Company Secretaries, Ahmedabad is annexed to this Report. There are no qualifications, observations or adverse remark or disclaimer in the said report.

For the FY 2024-25 Company has reappointed M/s. Parikh Dave & Associates, Practicing Company Secretaries, Ahmedabad as the Secretarial Auditors of the Company to conduct secretarial audit and to ensure compliance by the Company with various Acts applicable to the Company.

Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant Board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the FY 2023-24. Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, your Directors hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; f) adequate systems and processes, commensurate with the size of the Company and the nature of its business, have been put in place by the Company, to ensure compliance with the provisions of all applicable laws as per the Companys Global Statutory Compliance Policy and that such systems and processes are operating effectively

DISCLOSURE ABOUT THE APPLICATION AS MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code (IBC), 2016.

DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF VALUATION EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUION ALONG WITH THE REASON THEREOF.

During the year under review no valuation has been executed with Bank for one time settlement

ACKNOWLEDGEMENT

TThe Directors wish to convey their deep appreciation to all the employees, bankers, customers, vendors, investors, and consultants/advisors of the Company for their sincere and dedicated services as well as their collective contribution to the Companys performance.

The Directors also thank the Government of India, Governments of various States in India, Governments of various Countries and concerned Government departments for their cooperation.

For and on behalf of the Board of Directors

Rajesh C. Parikh
Place: Waghodia, Vadodara Chairman & Managing Director
Date: 17th May, 2024 DIN: 00041610