20 microns ltd Directors report

Dear Members,

The Directors have pleasure to present their 36th Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended March 31, 2023.

Financial Results

The Companys standalone and consolidated financial performance for the year ended March 31, 2023 is summarized below:

(Rs In Lakhs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	60441.74	52295.03	70462.10	61537.05
Profit before Depreciation, Interest and Tax (PBDITA)	7526.77	7188.15	8866.99	8155.43
Interest for the year	1499.73	1800.14	1776.32	2024.42
Depreciation for the year	1163.19	1180.92	1380.45	1367.19
Profit/(Loss) before tax and Exceptional items	4863.85	4207.09	5710.22	4763.82
Exceptional items	-	-	-	-
Profit/(Loss) for the year	4863.85	4207.09	5710.22	4763.82
Add: Share of Net Profit/(Loss) of equity accounted investee			9.02	(1.33)
Tax liability :
Current Tax	1285.13	1041.65	1584.55	1227.03
Deferred Tax	(36.51)	78.49	(61.48)	62.64
Prior period Tax		-		-
Net Profit/(Loss) for the year	3615.23	3086.95	4196.17	3472.82

Dividend:

Your Directors have pleasure to recommend a dividend @ 15% i.e. H0.75/- on equity share of H5/- each for the financial year ended March 31, 2023. The dividend, if approved by the members in the ensuing 36th Annual General Meeting, would absorb H264.64 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/userfiles/corporate_governance_ policies/1663139398.pdf

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 FY23 was H60441.74 Lakhs as against H52295.03 Lakhs in FY22. The revenues has shown stagnation. As the company was focusing on the organic growth, value added products & robust price-mix effect in business.

For FY23 PBDITA was at H7526.77 Lakhs compared to H7188.15 Lakhs in FY22

The PAT for FY23 stood at H3615.23 Lakhs compare to H3086.95 Lakhs in FY22.

Companys debt-equity ratio came to 0.30 in FY 2023 from 0.45 in FY 2022.

Net Worth of the Company is increased to H26959.50 Lakhs as on March 31, 2023 as compared to H23352.50 Lakhs as on March 31, 2022.

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 31.03.2023 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 Discussion & 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 Discussion 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. The said Scheme was approved by you at your Extra-ordinary General Meeting held on 22nd May, 2014 and subsequently approved the amendment made in the scheme from time to time.

As on 31.03.2023, outstanding Unsecured Fixed Deposits from Shareholders was H2959.28 Lakhs. Deposits amounting to H1747.57 Lakhs are due for repayment on or before 31.03.2024.

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

Details
Amount of deposits renewed during the year	1747.57 Lakhs
Remained unpaid / unclaimed as at the end of the year	13.55 Lakhs

Whether there is any default in repayment, if yes then provide details as below:

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

There is no default in repayment of deposits or interest due thereon during the year under review.

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.

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 electronic mode.

Performance Highlights of Subsidiaries and Associates

As on 31.03.2023, the Company had 7 [Seven] Subsidiaries including one step down subsidiary and One Associate Company 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], Silicate Minerals (I) Private Limited [SMIPL] and one Associates Company viz., Dorfner-20 Microns Private Limited [D20MPL].

During the year under review, 20M Nano reported consolidated revenue from operations of H8805.32 Lakhs and earned consolidated Net Profit of H511.22 Lakhs. 20MSB reported total Revenue of H563.12 Lakhs and Net Profit of H51.21 Lakhs while 20MFZE reported total Revenue of H380.02 Lakhs and the Net Profit of H38.49 Lakhs. 20M Vietnam reported the Gross Revenue of H1031.68 Lakhs and Net Profit of H237.99 Lakhs, 20MCC reported total Revenue of H437.03 Lakhs and Net Loss of H(47.11) Lakhs, SMIPL reported total revenue of H 0.15 Lakhs and Net Loss of H(0.84) Lakhs and D20MPL reported total revenue of H200.30 Lakhs and reported Net Profit of H20.04 Lakhs.

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

During the FY 2022-23, 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.

After closure of year, National Company Law Tribunal (NCLT Ahmedabad) has approved merger of step down subsidiary namely Silicate Minerals (I) Private Limited with 20 Microns Nano Minerals Limited, however necessary order is awaited from Honble NCLT.

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 2022-23 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 36th 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 Section 188 of the Companies Act, 2013. 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/userfiles/corporate_governance_ policies/1663139433.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.

Annual Return

The Annual Return for the Financial Year 2022-23 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/ userfiles/Annual/document/1684739864.pdf

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

Information as per the Companies (Accounts) Rules, 2014 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. 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.

During the year, we had 188 Juvenile patients registered with us. Compared to previous year, 25% patients (Total 48 including 20 girls) 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.

21st April 2022, Diabetes Camp was organized at Vyara Village near Waghodia.

2nd May 2022, Diabetes Camp was organised at Kevdi Village near Chhotaudaipur.

8th May 2022, Diabetes Camp was organized at Village Salad Near Dabhoi.

4th June 2022, Diabetes Camp was organized at Chuli Village near Chhotaudaipur.

11th June 2022, an Educational camp was organized at Avichal Garden, Diwalipura, Vadodara.

26th June 2022, Diabetes Camp was organized at Jaspur Village near Padra.

11th September 2022, organized a camp for Juvenile patients Kidney function checkup by Dr. Shivangi Dhriya at Vadodara.

On 15th October 2022, we have organized an Eye checkup camp for all Type 1 patients registered with us at no cost. Approximately more than 65 patients visited for check up with Dr. Sujit Desai, Shubhanpura, Vadodara.

On 13th November 2022, on the day of WORLD DIABETES DAY, we have arranged awareness program at M.S.University Law Faculty Hall. More than 100 patients with their parents attended where expert Dr. Rupal Panchali given a speech to all in connection with the latest researches done by WORLD DIABETES ASSOCIATION, UK.

12th March 2023, organized a camp at Village PANDHRA near Bodeli, Chhotaudaipur. We have conducted checkup of 94 kids of the school (For Type 1 Diabetes) as well village people 257 (For Type 2 Diabetes + Blood Pressure). Out of total 94 kids, we have not found any kids having Type 1 diabetes. From 257 people, we have found 28 people with diabetes.

On 26th March 2023 a Gujarat level meet was arranged by Dr. Mayur Patel Ahmedabad at AMA Hall, Atira, where in Juvenile patients came from Vadodara, Rajkot, Surat, Ahmedabad. 40 Juvenile patients at the above meet from 20 Microns Foundation, performed a Drama, Garba, Story-telling and Mono Acting related to Diabetes.

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 (10) 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/userfiles/ corporate_governance_policies/1663139242.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 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 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/userfiles/corporate_governance_policies/1663139470.pdf

Industrial Relations

Industrial relations, during the year, remained co-ordial, 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 Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Particulars of Loans, Guarantees and Investments

Loans, Guarantees and Investments 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 Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations 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 Obligations and Disclosure 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 were 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/userfiles/corporate_governance_ policies/1663139152.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 (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 Companies Act, 2013, 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.

The basis of determining the specific amount of commission payable to the 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) meetings during FY 2022-23. 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 Companies Act, 2013 and the Listing Regulations, 2015.

Directors and Key Managerial Personnel

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

The Board of Directors at its meeting held on 16th May, 2023, upon recommendation of Nomination and Remuneration Committee, has appointed Dr. Sivaram Swaminathan (DIN: 00009900) as an Independent Director for the term of 5 years from 16th May, 2023 subject to approval of shareholders at the ensuing 36th Annual General Meeting.

Also, Mrs. Sejal Parikh has been appointed as Whole time Director of the Company for the term of 3 years from 16th May, 2023 by the Board of Directors as recommended by Nomination and Remuneration Committee subject to approval of shareholders at the ensuing 36th Annual General Meeting..

Necessary resolutions have been put in the notice of AGM for approval of shareholders for appointment of Directors as mentioned above. The Board recommends passing 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 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 forms part of this Annual Report.

Independent Directors Declaration

The definition of ‘Independence of Directors is derived from Regulation 16(1)(b) of the Listing Regulations, 2015 and Section 149(6) of the Companies Act, 2013 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, 2023:

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 4 (four) Committees of Directors as on March 31, 2023:

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 Companies Act, 2013, SEBI Regulations and other relevant regulations. By way of an induction Programme 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 familiarisation Programme 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 Programme 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/userfiles/corporate_governance_policies/1662094458.pdf

Significant and material orders passed by the Regulators or Courts

There were no significant and material orders passed by the Regulators or Courts or Tribunal including any quasi-judicial authorities impacting the going concern status and Companys operations in future.

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 forthcoming 40th AGM.

The Statutory Auditors Report received from M/s. Manubhai & Shah LLP, Chartered Accountants for FY 2022-23 on the financial statement of the Company forms part of this Annual Report.

The Statutory Auditors report on the financial statements for FY 2022-23 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 Companies Act, 2013.

B. Internal Auditors

The Company has re-appointed M/s. Lalit R. Mehta & Associates, Chartered Accountants, Vadodara as the Internal Auditors of the Company for the F.Y. 2023-24.

C. Cost Auditors

Your Board has re-appointed M/s. Y. S. Thaker & Co, Cost Accountants in Practice as Cost Auditors of the Company for conducting cost audit for the FY 2023-24. A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2023-24 is provided in the Notice to the ensuing 36th Annual General Meeting.

Cost Records

The Cost accounts and records as required to be maintained under Section 148 (1) of the Companies Act, 2013 are duly made and maintained by the Company.

Cost Report

That cost audit report for FY 2021-22 have been filed with in prescribed limit and cost audit report for FY 2022-23 will be filed on or before prescribed time i.e 30-09-2023

D. Secretarial Auditors

The Secretarial Audit Report for the financial year 2022-23 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 2023-24 Company has reappointed M/s. Parikh Dave & Associates, Practicing Company Secretaries, Ahmedabad as the Secretarial Auditor 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 2022-23.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, 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

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
	Rajesh C. Parikh
Place: Waghodia, Vadodara	Chairman & Managing Director
Date: 16th May, 2023	DIN: 00041610