adeshwar meditex ltd share price Directors report


To,

The Members,

Adeshwar Meditex Limited

(Formerly Adeshwar Meditex Private Limited)

Your Directors have pleasure in presenting their 16thAnnual Report on the Standalone Audited Statement of Accounts of Adeshwar Meditex Limited (Formerly Adeshwar Meditex Private Limited) ("the Company") for the Financial Year ended March 31, 2023.

Financial Results:

The summarized financial performance of the Company for the FY 2022-23 and 2021-22 are given below:

[Amount in lacs.]

Particulars

Standalone
2022-23 2021-22
Revenue from operations 8235.68 6475.54
Other Income 30.59 22.90

Total Revenue

8266.27 6498.44

Total Expenses

7975.88 6379.33

Profit/(Loss) before exceptional items and tax

290.39 119.11
Exceptional Items/prior period item - -

Net Profit Before Tax

290.39 119.11
Provision for Tax
-C urrent Tax 82.00 39.00
-D eferred Tax (Liability)/Assets 1.03 0.82
-T axAd justments 0.00 0.00

Net Profit/(Loss) After Tax

207.36 79.29
Earnings per equity share (for continuing operation):
- Basic 1.44 0.55
- Diluted 1.44 0.59

Review of Operations:

During the year under review, the Company has posted total revenue of Rs. 8266.27 lacs as against Rs. 6498.44 lacs for the corresponding previous year.

Further, the Company earned net profit after tax of Rs. 207.36 lacs as against net profit after tax Rs.79.29 l acs for the corresponding previous year.

State of Affairs and Future Outlook:

We are working tirelessly to create a friendly working environment and place of innovation and learning. We are a growing organization, with products supply across the India and in other country.

We are in the business of manufacturers, producers, refiners, processors, exporters, importers, distributors, traders, merchants, dealers, representatives. selling agents, buying agents, repackers, buyers, sellers, wholesalers, retailers, suppliers and stockiest of all kinds and varieties of surgical, pharmaceutical, medicine items including first aid kits in various sizes for hospitals, medical centers, households, schools and various industries including automobile sector, surgical dressings including sterile medicated wound dressings, sterile advanced hemostatic dressings, chitosan, oxidized cellulose and gelatin sponges, medical bandages including elastic, adhesive and non- adhesive, adhesive tapes and plasters including medicated and non-medicated, military dressings for defense services, sterile gauzes, dressings, swabs including medicated and non-medicated, orthopedic bandages, dressings, orthopedic soft products and equipment, sanitary napkins, surgical gloves, surgical blades, infusion sets and allied products, antiseptic solutions, disinfectants, hand sanitizers, ointments including medicated and non-medicated, rectified spirit, extra neutral ethyl alcohol, and alcohol based products, sterile pre and post operations medical kits, Home Based New Born (HBNC) and other kits, face masks, caps, gowns, face shield, PPE kits, HIV kits, all hospital protective wears and disposables, laboratory reagents, testing kits and dealing in various items and Turnkey projects for all of the above products and other ancillary business.

The Company was incorporated as Adeshwar Meditex Private Limited on April 02, 2007. Further, the company was converted to Public Limited on March 09, 2021. The Company has pursuant to Section 23, 26, 179(3), 62(1)(c) and all other applicable provisions of Companies Act, 2013 carried out the procedure of Initial Public Offering of Equity shares of the Company. The Company was listed on Bombay Stock Exchange (BSE) with effect from June 28, 2021.

Our Company has witnessed increase in the total revenue from operations due to increase in dealing of varieties of product and consequent increase in the Net Profit After Tax (NPAT) as compared to previous financial year. In the coming years the company shall focus onde livering the quality products and explore more avenues in the pharma (wound dressing and hygiene) sector and focus on the future development and success of the company. We shall together work towards the strengthening the core competencies of the company.

Dividend:

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

Transfer to Reserves:

The Board of Directors has not transfer any amounts in reserve.

Management Discussion and Analysis:

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

Directors and Key Managerial Personnel:

Inductions / Appointment/ demise or Re-appointment of Director/KMPs:

1. In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mrs. Ashalata Baburao Raut (DIN: 02608730), Wholetime Director of the Company, retires by rotation and being eligible; offers herself for reappointment at the forthcoming 16thAnnual General Meeting. The Board recommends the said reappointment for shareholders approval.

2. Mr. Shreyas Jajoo resigned as Chief Financial officer on September 23, 2022 and Mr. Nagaraja Rao Abhinandan, was appointed as Chief Financial Officer of the Company with effect from September 30, 2022.

3. Mr. Siddharth Mulchand Talati, Managing director of the company vacates his office due to demise with effect from on February 11, 2023.

4. Mr. Shailesh Rajpure (DIN: 06758460) was appointed as Additional Director of the Company with effect from February 27, 2023 and his appointment was confirmed by the members oft he Company at the Extra-Ordinary General Meeting held on May 26, 2023.

5. Mr. Vijay Garg and Mr. Hajari Lal Saini, Independent Directors of the company resigned from the directorship of the company w.e.f. March 30, 2023 and March 31, 2023 respectively.

The following directors were inducted on the board of the company post March 31, 2023:

Sr. No.

Name of the Director

DIN Designation Date of Appointment

1

Benegal Parameshwara Udpa

08563819 Additional Independent Director June 30, 2023

2

Arun Koli

08234299 Additional Independent Director June 30, 2023

The above mentioned independent directors shall hold the office till forthcoming Annual General Meeting. The appointment of the Independent Directors will be placed for approval of the members of the company at the ensuing Annual General Meeting.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2023 are:

Sr. No. Name of KMP Designation
1. Ms. Ashalata Baburao Raut Whole-time Director
2. Mr. Krishnojirao Nagaraja Rao Whole-time Director
3. Mr. Nagaraja Rao Abhinandan Chief Financial Officer
4. Ms. Shivani Shivshankar Tiwari Company Secretary and Compliance Officer

Declaration by Independent Directors:

The IndependentD irector(s) have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Meetings:

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. Additional meetings are held, when necessary.

During the financial year ended March 31, 2023, 05 (Five) Board Meetings were held, the dates which are as follows:

Sr. No.

Date of Meeting No. of Director entitled to attend No. of Director attended
1 13/05/2022 6 4
2 26/08/2022 6 6
3 30/09/2022 6 6
4 04/11/2022 6 6
5 *27/02/2023 5 5

* Mr. Siddharth Talati ceased to be Managing Director w.e.f. February 11, 2023 due to demise.

Attendance details of Directors for the year ended March 31, 2023 are given below:

Name of the Directors

Category

No. of Board
Meetings attended
Siddharth Mulchand Talati Managing Director 4
Ashalata Baburao Rau t Whole–time Director 4
Krishnojirao Nagaraja Rao Whole–time Director 4
Sucheta Sidharth Talati Non-Executive Non-Independent Director 5
Vijay Garg Independent Director 5
Hajari Lal Saini Independent Director 5

The gap between any two Board meetings during this period did not exceed one hundred and twenty days.

Discussions with Independent Directors:

The Boards policy is to regularly have separate meetings with Independent Directors, to update them on all business related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues. The Meeting of Independent Directors of the Company was held on February 27, 2023. The Code for Independent Director is available on the website of the company at https://adeshwarmeditex.com/.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board is required to carry out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The policy related with code of conduct for Board of Directors and senior management is available on the website of the company at https://adeshwarmeditex.com/.

Composition of Audit Committee:

Your Company has formed an Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management.

During the financial year ended March 31, 2023 04 (Four) meetings of committee were held, the dates which are as follows:

Sr. No.

Date of Meeting No. of Director entitled to attend No. of Director attended
1 13/05/2022 3 3
2 26/08/2022 3 3
3 04/11/2022 3 3
4 *27/02/2023 3 2

* Mr. Siddharth Talati ceased to be Managing Director w.e.f. February 11, 2023 due to demise.

Details of the composition of the Committee and attendance during the financial year are as under:

Sr. No.

Name of Directors

Designation

No. of Meetings Attended
1. *Mr. Hajari Lal Saini Chairman, Independent Director 4
2. Mr. Siddharth Talati Member, Managing Director 3
3. **Mr. Vijay Garg Member, Independent Director 4
4. ***Mr. Arun Koli Chairman, Independent Director NA

5.

****Mr. Benegal Parameshwara Udpa

Member, Independent Director

NA
6. *****Mr. Krishnojirao Member, Wholetime Director NA
Nagaraja Rao

* Resigned from the directorship of the company w.e.f. March 31, 2023. ** Resigned from the directorship of the company w.e.f. March 30, 2023.

*** Appointed as Independent Director w.e.f, June 30, 2023 and included in committee as on that date. **** Appointed as Independent Director w.e.f, June 30, 2023 and included in committee as on that date. ***** Included in committee w.e.d. June 30, 2023.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Composition of Nomination & Remuneration Committee:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination &

Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

The said policy is annexed to this report as Annexure II and is available on our website www.https://adeshwarmeditex.com/.

During the financial year ended March 31, 2023, 03 (Three) meetings of committee were held, the dates which are as follows:

Sr. No.

Date of Meeting No. of Director entitled to attend No. of Director attended
1 30/08/2023 3 3
2 04/11/2022 3 3
3 *27/02/2023 3 2

* Mr. Siddharth Talati ceased to be Managing Director w.e.f. February 11, 2023 due to demise.

Details of the composition of the Committee and attendance during the financial year are as under:

Sr. No.

Name of Directors

Designation

No. of Meetings Attended
1. *Mr. Vijay Garg Chairman, Independent Director 3
2. Mr. Sucheta Talati Member, Non- Executive Director 2
3. **Mr. Hajari Lal Saini Member, Independent Director 3
4. ***Mr. Arun Koli Member, Independent Director NA
5. ****Mr. Benegal Chairman, Independent Director NA
Parameshwara Udpa

* Resigned from the directorship of the company w.e.f. March 31, 2023 ** Resigned from the directorship of the company w.e.f. March 30, 2023.

*** Appointed as Independent Director w.e.f, June 30, 2023 and included in committee as on that date. **** Appointed as Independent Director w.e.f, June 30, 2023 and included in committee as on that date.

During the financial year under review, the details of remuneration paid to Directors and Key Managerial Personnel are as under:

Sr. No.

Name of Directors and KMP

Designation

Remuneration per annum (In Rs.)
1 *SiddharthMu lchand Talati Managing Director 28,48,215
2 Ashalata Baburao Raut Whole–time Director 30,00,000
3. Krishnojirao Nagaraja Rao Whole–time Director 18,00,000
4. ShivaniTiwari Company Secretary 4,47,700
5. **ShreyasJajoo Chief Financial Officer 2,58,300
6. ***Abhinandan Rao Chief Financial Officer 0

* Mr. Siddharth Talati ceased to be Managing Director w.e.f. February 11, 2023 due to demise. ** Resigned as Chief Financial Officer w.e.f. September 23, 2022 *** Appointed as Chief Financial Officer w.e.f.S eptember 30, 2022

Composition of Stakeholders Relationship Committee:

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholders/ Investor s complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

There was 1 meeting held on February 27, 2023 during the financial year under review.

Details of the composition of theCo mmittee and attendance during the year are as under:

Sr. No.

Name of D irectors

Designation

No. of Meetings Attended
1. Mr. Sucheta Talati Chairman,, Non-E xecutive Director 1
2. Mr. Ashalata Raut Member, Whole-time Director 1
3. *Mr. Hajari Lal Saini Member, Independent Director 1

4.

**Mr. Benegal Parameshwara Udpa

Member, Independent Director

NA

* Resigned from the directorship of the company w.e.f. March 31, 2023

** Appointed as Independent Director w.e.f, June 30, 2023 and included in committeeas on that date.

The details of complaints received and resolved during the Financial Year ended March 31, 202 are given in the Table below. The complaints relate to non-receipt of annual report, dividend, share transfers, other investor grievances, etc.

Details of complaints received and resolved during the Financial Year 2022-23:

Particulars

Number of Compliant
Opening as on April 1, 2022 -
Received during the year -
Resolved during the year -
Closing as on March 31, 2023 -

DirectorsR esponsibility Statement:

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company 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 and loss 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 this Act 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 were operating effectively.

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

Particulars of Employees and Related Disclosures

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Companyis enclosed as Annexure III and forms an integral part of this report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016, none of the employees of the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if employed for whole of the year or Rs. 8,50,000/-p er month if employed for part of the year.

Further, the name of top ten employees in terms of remuneration drawn is disclosed in Annexure IVan d forms an integral part of this report.

Annual Return:

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at: https://adeshwarmeditex.com/.

Detailso f Subsidiary/Joint Ventures/Associate Companies:

The Company has incorporated an wholly owned subsidiary in United Arab Emirates (UAE) with the name of M/s. Adeshwar Meditex International-FZCO, UAE detailed as below:

Name of the Date of Amount of Date of becoming Date of

Subsidiary M/s. Adeshwar Meditex

Incorporation 18/01/2022

investment 0.21 lacs

subsidiary 18/01/2022

Cessation 31/01/2023

International - FZCO, UAE

The company does not have any Subsidiary/Joint Ventures/Associate Companies as on March 31, 2023, therefore there is nothing to report on this behalf.

Statutory Auditors and Auditors Report:

At the 14thAnnual General Meeting held on September 29, 2021, M/s. J N Gupta & Co., Chartered Accountants, (Firm Regd. No. 006569C), a partnership firm were appointed as Statutory Auditor of the Company to hold the office for the period of five years i.e. from the conclusion of 14th Annual General Meeting till the conclusion of the 18th Annual General Meeting, to be held in FY 2025-26.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement.

Auditors Report as issued by M/s. J N Gupta & Co., Chartered Accountants, Statutory Auditors of the Company is self explanatory and need not call for any explanation by your Board.

Secretarial Audit:

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla & Associates, Practicing Company Secretaries, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure Vto this report.

Internal Audit & Controls:

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, and Statutory Auditors.

Further, M/s. B. B. Gosani & Associates, Chartered Accountants (Firm RegnN o.: 0112187W) was appointed as an Internal Auditor of the Company for a term of five (3) years i.e. from Financial Year 2021-22 to 2023-24.

The company is in receipt of resignation letter from M/s. B. B. Gosani & Associates, Chartered Accountants (Firm Regn No.: 0112187W) dated August 20, 2023.

Further, M/s. Basude Makote & Saini, Chartered Accountants (Firm Regd No : 124381W) was appointed as Internal Auditor of the company w.e.f. August 26, 2023 to issue report for financial year 2022-23 and 2023-24.

Employees Stock Option Plan:

The Company has not provided stock options to any employee.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://adeshwarmeditex.com/. The employees of the Company are made aware of the said policy at the time of joining the Company.

Risk Management Policy:

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 500 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

Corporate Governance Report:

The provisions of the Corporate Governance is not applicable to the Company pursuant to regulation 15(2)(a) of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.

Deposits:

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2023.

Loans & Guarantees:

During the financial year under review, the Company has not provided any loan, guarantee, security covered under the provisions of Section 186 of the Companies Act, 2013, to any person or other body corporate. However, the company has made investment in it Wholly Owned Subsidiary during the financial year under review.

Related Party Transactions:

Related party transactions, if any, that were entered into during the period ended March 31, 2023, were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No. 30 to the Significant Accounting policies part of this report.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Companys total cost of operations. However, as a part of the Companys conservation of energy programme, the management has appealed toa ll the employees/workers to conserve energy.

(b) Absorption of Technology:

I. The efforts made towards technology absorption:

The Company values innovation and applies it to every facet of its business. This drives development of distinctive new products, ever improving quality standards and more efficient processes.

The Company has augmented its revenues and per unit price realization by deploying innovative marketing strategies and offering exciting new products. The depth of designing capabilities was the core to our success over the years.

II. Benefits derived as a result of the above efforts:

As a result of the above, the following benefits have been achieved:

a) Better efficiency in operations, b) Greater precision, c) Retention of existing customers and expansion of customer base, d) Lower inventory stocks resulting in low carrying costs.

III. The Company has not imported any technology during the year under review;

IV. The Company has not expended any expenditure towards Research and Development during the year under review.

(c) Foreign Exchange Earnings and Outgo:

During the year under review, there was earning of Rs. 503.30 lacs in foreign exchange. However there was no outgoing in foreign exchange

Corporate Social Responsibility:

The Company is committed to discharging its social responsibility as a good corporate citizen.

The Board of Directors has frame a policy which lays down a framework in relation to Corporate Social Responsibility of the Company and is available on the website of the company at https://adeshwarmeditex.com/.

During the year under review, the Company has not expended any amount towards CSR activities as the same is not applicable to the Company pursuant to section 135 of the Companies Act, 2013.

Cost Audit:

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at workplace (Prevention, prohibition and Redressal) Act, 2013. However, the company is proposing to adopt revised policy and form a committeef or the same. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year ended 31st March 2023, Company has not received any complaint of harassment.

Secretarial Standards:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Significant and Material Orders passed by the Regulators or Courts or Tribunals:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Material changes and commitments affecting the financial position of the Company:

During the year under review there were no material changes which affect the financial position of the Company.

Acknowledgement:

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.