20 Microns Ltd Directors Report.

Dear Members,

The Directors have pleasure to present their 33rd Annual Report and the Financial Statements for the year ended March 31, 2020.

Financial Results

The Companys standalone and consolidated financial performance for the year ended March 31, 2020 is summarized below:

[Rs. in Lakhs]

Standalone Consolidated
Particulars 2019-20 2018-19 2019-20 2018-19
Total Income 49766.57 43830.80 53,198.23 48,160.09
Profit before Depreciation, Interest and Tax (PBDITA) 6644.49 6417.24 6859.60 7082.84
Interest for the year 2011.54 2085.99 2153.17 2189.99
Depreciation for the year 1118.73 937.29 1251.07 1046.77
Profit/(Loss) before tax and Exceptional item 3514.22 3393.96 3455.36 3846.08
Exceptional items - - - -
Profit/(loss) for the year Tax liability :- 3514.22 3393.96 3455.36 3846.08
Current Tax 921.11 1065.30 1,025.58 1,190.35
Deferred Tax 96.46 157.37 12.17 151.80
Prior period Tax - - - -
Net Profit/(Loss) for the year 2496.65 2171.29 2,417.61 2,503.94

DIVIDEND:

To conserve the resources, your Directors have not recommended final dividend during the year under consideration. The interim dividend of Re. 0.60 per share declared by the Board of Directors shall be considered as the final dividend for FY20. Thus, the total dividend for FY20 remains Re. 0.60 per equity share.

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 -

- Revenue for the FY20 was Rs. 49766.57 Lakhs as against Rs. 43830.79 Lakhs in FY19. The revenues posted registered a gradual growth since the company has been focusing on the organic growth, value added products & robust price-mix effect in business.

- For FY20 EBIDTA was at Rs. 6644.49 Lakhs with EBIDTA margin of 13.35% marginally higher due to robust performance driven by healthy volumes and better realization, along with sale of value added products contributing higher margins

- The PAT for FY20 stood at Rs. 2496.65 Lakhs compare to Rs. 2171.28 Lakhs in FY19.

- Companys debt-equity ratio came down from 0.64 in 2020 and it was 0.77 in 2019.

- Net Worth of the Company is increased to Rs. 17340.66 Lakhs as on March 31, 2020 as compared to Rs. 15208.23 Lakhs as on March 31, 2019.

Investors Education and Protection Fund

During the year, dividend amounting to Rs. 55627.20 that had not been claimed by the shareholders for the year ended March 31, 2012, was transferred to the credit of Investor Education and Protection Fund as required under Section 124 and 125 of the Companies Act, 2013. Shareholders are required to lodge their claims with the Registrar, Cameo Corporate Services Ltd., for unclaimed dividend. 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 31.03.2020 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

Due to outbreak of COVID-19 pandemic globally and consequent lockdown imposed by the Government of India from March 25, 2020 to curb its wide spread, a massive economic disruption and social distress has been witnessed in India. With the opening of domestic and international market post lockdown, business started improving in a slow and gradual manner. Though there was no significant impact on the business of the Company for FY2020 but considering the wide spread and varying degree of intensity of pandemic across the countries where 20ML operates, the economic impact during FY2021 seems evident across the industry. The management is meticulously analyzing the situation and getting adequately prepared to emerge stronger in the longer term.

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 Auditors 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 has started accepting the unsecured fixed deposits only from the shareholders of the company pursuant to the provisions of Companies Act, 2013 and Rules made thereunder. The said Scheme was approved by you at your Extra-ordinary General Meetings held on 24th May, 2014 and amended in Annual General Meetings held on 23rd September, 2016 and 22nd September, 2017.

As on 31.03.2020, outstanding Unsecured Fixed Deposits from Shareholders was Rs. 3091.95 Lakhs. Deposits amounting to Rs. 1739.64 Lakhs are due for repayment on or before 31.03.2021.

The Company has not made any default in repayment of deposits or interest due thereon.

The Company is liable to comply with the provisions relating to acceptance of deposits under the Companies Act, 2013 and Rules made there-under and any amendments made from time to time.

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, 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. Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements of the Company, and the relevant consolidated financial statements and separate audited financial statements along with other relevant documents, in respect of subsidiaries, are available on the website of the Company, www.20microns.com with web link https:// www.20microns.com/annual-reports-of-all-subsidiaries/. These documents will also be available for inspection through electrobnic mode. During the FY 2019-20, the company is not having any associates and joint venture company.

Performance Highlights of Subsidiaries

As on 31.03.2020, 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] and 20 MCC Pvt. Ltd. [20MCC].

During the year under review, 20 M Nano reported consolidated revenue from operations of Rs. 5882.55 Lakhs and earned consolidated Net Profit of Rs. 211.31 Lakhs. 20MSB reported total Revenue of Rs. 550.24 Lakhs and earned Net profit of Rs. 79.52 Lakhs while 20MFZE having Total Revenue of Rs. 612.78 Lakhs and the Net Profit of Rs. 52.23 Lakhs. 20M Vietnam reported the Gross Revenue was Rs.355.09 Lakhs and Net Profit of Rs. 7.09 Lakhs and 20MCC reported Total Revenue of Rs. 245.24 Lakhs and Net Loss of Rs. 184.44 Lakhs.

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

During the FY 2019-20, no company ceased as subsidiary or associate or joint venture of the company. 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 and Company Secretary from the Companys subsidiary company during FY 2019-20 are also given in Annexure B attached to this report. None of the employees listed in the said Annexure are related to any Director of the Company.

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, we have to state that since there is no employees falling within the purview of the said requirements, the same has not been annexed herewith.

Related Party Transactions

All related party transactions that were entered into during the financial year 2019-20, were on an arms length basis and in the ordinary course of business. There are no material related party transactions made by the Company during the year that required 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/wp-content/uploads/2019/12/ 20ML_Material-Related-Party-Transaction-Policy.pdf

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.

Extracts of Annual Return and Other Disclosures under Companies [Appointment and Remuneration] Rules, 2014

As provided under Section 92 of the Act and rules framed thereunder, the extract of annual return in Form MGT-9 is given in Annexure D which forms part of this report. In compliance with section 134(3)(a) of the Act, MGT 9 is uploaded on Companies website www.20microns.com.

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 - E forming part of this report.

Corporate Social Responsibility

In compliance with Section 135 of the Act, the Company has 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. 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 – F forming part of this Report.

As a part of CSR activities, during the year under review, 20 Microns Foundation has focused on making people aware about Diabetes. People made acquainted with symptoms of Diabetes, precautions to be taken, importance of regular check-up etc. This campaign was carried out in State of Gujarat and Maharashtra. People were made understood about how to live life comfortably with Diabetes. Testing and Consultation was carried out at every location.

We have 95 numbers of Juvenile Diabetic patients and all are constantly under the watch of us. They are taken to most reputed senior doctors for advice and now they are settled with comfortable life. We have started recruiting/ accommodating such patients in doing work with our activity to reduce their fear of diabetes.

Every day JDP (Juvenile Diabetic Patients Type – 1) are coming to our center for support to have insulin, Glucometer & Testing Strips, calibration of Glucometer, requirement of Syringe, Insulin Pen and needle for insulin Pen. We have arranged experienced specialized different doctors, on daily basis, for 2 to 3 hours to take care of JDPs and Type – 2 Diabetic patients. In case of critical cases, we take away the patient with well-known Dialectologists / Endocrinologists of Vadodara and take advice and treatment at no cost. We have organized three times Free Eye Checkup Camp for Type-1 diabetic patients. During 2019-2020, we have organized Diabetes Checkup Camp in two Schools of Vadodara known as Rami School - Subhanpura in August 2019 and Sharda Prathmik School – Gorwa Road Vadodara in September 2019. We have checked up approximately 800 students of classes from 1st Standard to 10th Standard at FREE of Cost. Also we have addressed to all students in assembly hall and have explained the importance of Diabetes Checkup Camp. We have also educated them about diabetes and its symptoms. Our organization is associated with Dia-Cone Ahmedabad. Majority of well-known hospitals of Vadodara including Government hospitals are aware about our activities and recommending patients to us for further life time care.

On 24th November 2019, WORLD DIABETIC DAY function was organized at Faculty of Social Work, Vadodara for Type-1 patients with parents. The patients have performed Dance and solo Mono acting.

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 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 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 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, 2015.

The Whistle Blower Policy of the Company provides a mechanism for employees / Board Members and others to raise good faith 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 behaviour 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/wp-content/uploads/2018/02/Vigilence-policy.pdf

Prevention of Sexual Harassment at Workplace

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 Complaints Committee has also been set up to redress complaints received on sexual harassment as well as other forms of verbal, physical, written or visual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment.

The policy of Prevention of Sexual Harassment at Workplace may be accessed on the Companys web link - https:// www.20microns.com/wp-content/uploads/2018/06/Policy-on-Prevention-of-Sexual-Harrasment-at-Work-Place.pdf

Industrial Relations

During the year under review, industrial relations remained harmonious at all our offices and establishments.

General Shareholders Information

General Shareholder 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 Secretarial Standards issued by Institute of Company Secretaries of India.

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 an 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 Act, and Regulation 19 of the Listing Regulations, 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 high 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 Act, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015.

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 Act 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;

- 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/wp-content/uploads/2019/12/ 20ML_Nomination-RemunerationPolicy_2019-.pdf

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 (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 and shareholders, during FY 2019-20.

The basis of determining the specific amount of commission payable to a Non-Executive Director is related to his 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. The shareholders of the Company had approved payment of commission to the Non-Executive Directors at the last Annual General Meeting held on 13th August, 2019 for FY 2018-19 as determined and approved by Board of Directors, which shall be within ceiling of 1% of net profit of the Company.

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 Board business. Intimation of Board Meeting date would be given in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only 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, as permitted by law.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings. 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 five meetings during FY 2019-20. 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

In accordance with the Articles of Association of the Company, Mr. Rajesh C. Parikh, CEO & MD, retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Pravinchandra M. Shah resigned as the Director in the category of Non – Executive Independent Director w.e.f. 29.04.2019 due to his ageing process and health issues. The Board appreciated and taken note of the extensive support and guidance received during his tenure as an Independent Director.

The Board has appointed Mr. Jaideep Verma as an Additional Director w.e.f. 28.05.2019. The Shareholders at their Annual General Meeting held on 13th August, 2019 appointed Mr. Jaideep Verma as an Independent Director to hold the office upto 12.08.2024.

Dr. Ajay Ranka, Non- Executive Independent Director of the company who was appointed as an Independent Director for first term of five consecutive years in Annual General Meeting held on 25th September, 2015. Being eligible for reappointment for second term of five years, he has offered himself for re-appointment.

The approval of the shareholders relating to re-appointment of Dr. Ajay Ranka is being considered at the forthcoming Annual General Meeting.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013. As required by law, this position 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 (Listing Regulations, 2015), Mr. Ramkisan Devidayal, Mr. Atul Patel, Dr. Ajay Ranka and Mr. Jaideep Verma 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.

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 form part of this 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.

Based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent as on March 31, 2020:

1) Mr. Ramkisan A. Devidayal

2) Mr. Atul H. Patel

3) Dr. Ajay I. Ranka

4) Mr. Jaideep B. Verma

Committees of the Board

The Company has four Board Committees as on March 31, 2020:

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 Programme 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 introduction to the Company, presentations are also made to the newly appointed Independent Director on relevant information like overview of the Companys businesses, market and business environment, growth and performance, organisational set up of the Company, governance and internal control processes.

Ongoing familiarisation 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 familiarisation program for the Independent Directors are put up on the website of the Company. As required under Regulation 46(2)(i) of the Listing Regulations, 2015, the details of familiarisation programmes conducted during FY 2019-20 is also put on the Companys website and the same can be accessed at the link : https:// www.20microns.com/wp-content/uploads/2019/04/ 20ML_Familiarization-Programme.pdf

Significant and material orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators or Courts or Tribunal impacting the going concern status and Companys operations in future.

Auditors

 

A. Statutory Auditors

The Companys Auditors, M/s. J.H. Mehta & Co., Chartered Accountants, have been appointed for a period of 5 [five] years from the 30th AGM till the 35th AGM. Pursuant to the provisions of Companies (Amendment) Act, 2017, requirement of ratification of appointment of auditors to be made by shareholders in each subsequent annual general meetings, has been omitted and the said provisions are came into effect by MCA Notification dated 07th May, 2018. M/s. J.H. Mehta & Co., Chartered Accountants has furnished a certificate of their eligibility and consent under Section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of the Company for the FY 2020-21. In terms of the Listing Regulations, 2015, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI. The Statutory Auditors Report for FY 2019-20 on the financial statement of the Company forms part of this Annual Report.

The Statutory Auditors report on the financial statements for FY 2019-20 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

The Company has appointed M/s. Lalit R. Mehta & Associates, Chartered Accountants, Vadodara as the Internal Auditors of the Company for the F.Y. 2020-21.

C. Cost Auditors

Your Board has appointed Y. S. Thakar & Co, Cost Accountants in Practice as Cost Auditors of the Company for conducting cost audit for the FY 2020-21. A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2020-21 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.

D. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s. J.J. Gandhi and Co., Company Secretaries, as the Secretarial Auditor of the Company for the year 2020-21 to conduct secretarial audit and to ensure compliance by the Company with various Acts applicable to the Company. The Secretarial Audit Report for the financial year 2019-20 issued by M/s. J.J. Gandhi and Co. is annexed to this Report. There are no qualifications, observations or adverse remark or disclaimer in the said report.

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 2019-20.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm:

i) In the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards have been followed and there are no material departures from the same.

ii) 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 as at March 31, 2020 and of the profit of the Company for the year ended on that date.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Green Initiative

Electronic copy of the Annual Report for FY2020 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Companys Registrar and Share Transfer Agent. As per the General Circular No. 20/2020 of Ministry of Corporate Affairs dated May 5, 2020, shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered with Cameo Corporate Services Ltd., Companys Registrar and Share Transfer Agent.

Acknowledgement

The 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
Place : Vadodara Chandresh S. Parikh
Date : 13th August, 2020 Executive Chairman