Dhabriya Polywood Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the Twenty-Eighth Annual Report on the business and operation of the Company together with the audited financial statements for the year ended March 31, 2020.

1. Financial Performance of the Company ( In Lakhs

PARTICULARS

STANDALONE

CONSOLIDATED

2019-20 2018-19 2019-20 2018-19
Revenue from operations 6016.15 7374.28 11196.43 12077.21
EBIDTA 814.02 1040.82 1472.38 1634.30
Finance Cost 344.07 371.03 497.99 495.53
Depreciation 251.86 254.49 352.36 354.43
Profit before T ax 218.09 415.30 622.03 784.34
Provision for T ax 72.94 124.29 180.83 227.88
Other Comprehensive Income (12.83) 5.91 (17.22) 9.77
Total Comprehensive Income after Tax 132.32 296.92 423.98 566.24
EPS (?) 1.34 2.69 4.07 5.14

2. Brief description of the Companys working during the year / State of Companys affair

The Annual Report also includes the Consolidated Financial Statements of the Company, which includes the result of the Companys subsidiaries; viz. Polywood Profiles Pvt. Ltd., Dynasty Modular Furnitures Pvt. Ltd. and Polywood Green Building Systems Pvt. Ltd.

At standalone level, your Company operates single segment business viz. uPVC Doors, Windows, PVC Profiles and D-Stona sheets and mouldings. Operational revenue of the Company is reduced over the previous year on account of general slowdown in the economy and also due to certain restriction on construction activities witnessed in parts throughout the year. Further, the nationwide lockdown imposed on account of Covid-19 in the later part of March 2020 also severely impacted the sales during that period.

The revenue from operations stood at 6016.15 Lakhs compared with 7374.28 Lakhs in the Previous Year, registering a decline of 18.42%. The operating profit before tax stood at 218.09 Lakhs as against 415.30 in the Previous Year. Total Comprehensive Income for the year after tax stood at 132.32 Lakhs compared to 296.92 Lakhs reported in the Previous Year.

stood at 622.03 Lakhs as against 784.34 in the Previous Year. Total Comprehensive Income for the year after tax stood at 423.98 Lakhs compared to 566.24 Lakhs reported in the Previous Year.

During the year under review, the interest cost decreased to 344.07 Lakhs on a standalone basis as against 371.03 Lakhs during the previous year. The decrease in the interest cost is on account of the repayment of liabilities and negotiation of better terms with bankers. On a consolidated basis, interest cost for the financial year 2019-20 stood at 497.99 Lakhs as against 495.53 Lakhs in the previous year.

The Standalone Net Worth as of March 31, 2020 improved to 3915.64 Lakhs as against 3783.32 Lakhs, as on March 31, 2019. On a consolidated basis the Net Worth of your Company for the financial year 2019-20 stood at 5044.71 Lakhs as against 4620.73 Lakhs previous year. The Standalone earnings per share (basic) as on March 31, 2020 stood at 1.34 per share as against 2.69 per share as on March 31, 2019 and on a consolidated basis the earnings per share (basic) as on March 31, 2020 stood at 4.07 per share as against 5.14 per share as on March 31, 2019.

The Consolidated Revenue from operations for financial year 2019-20 was at 11196.43 Lakhs as against 12077.21 Lakhs in the Previous Year, registering a decline of 7.30%. The Consolidated operating profit before tax

3. Covid-19 impact

In March 2020, the World Health Organisation (WHO) declared COVID-19 a global pandemic. Consequent to this, Government of India declared nation-wide lockdown on March 22, 2020, which has impacted normal business

operations of the Company. The health of the employees and workers became a priority; stoppage

of operations for an uncertain period resulted in a large financial burden on the one hand and workforce idling on the other. The Company has assessed the impact of this pandemic on its business operations and has considered all relevant internal and external information available up to the date of approval of these financial results. The impact of COVID-19 pandemic on the overall economic environment being uncertain may affect the underlying assumptions and estimates used to prepare Companys financial results, which may differ from that considered as at the date of approval of the financials results. As the situation is unprecedented, while the lockdown is gradually lifting, the Company is closely monitoring the situation as it evolves in the future. The Company has resumed its business activities by reopening majority of its factories, in line with guideline issued by the Government authorities. The Company does not anticipate any challenges in its ability to continue as going concern or meeting its financial obligations.

4. Credit Rating

The credit ratings on Companys long-term facilities have been re-affirmed by the credit rating agency and the same is furnished below:

S. No. Agency Type Rating
1. CARE Ratings Long Term Bank Facilities CARE BBB- ; Stable (Triple B Minus; Outlook: Stable)

securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2020, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

7. Board of Directors

At the 27th Annual General Meeting of the Company held on 28th September 2019, Mr. Digvijay Dhabriya was re-appointed as Managing Director and Mr. Mahendra Karnawat, Mrs. Anita Dhabriya and Mr. Shreyansh Dhabriya as the Whole-Time Director of the company for a period of five years effective from 01st September 2019 to 31st August 2024.

In accordance with the provisions of section 149, 152 and schedule IV of the Companies Act, 2013 the Independent Directors of the Company namely Mr. Sharad Kankaria, Mr. Anil Upadhyay, Mr. Padam Kumar Jain and Mr. Shiv Shanker were re-appointed for a second term of five years with effect from 01st September 2019 to 31st August 2024 by the members at the 27th Annual General Meeting of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Anita Dhabriya, Whole Time Director retires by rotation at the ensuring Annual General Meeting and, being eligible, offer himself for reappointment. The Board recommends their reappointment for the consideration of Members of the Company at the ensuring Annual General Meeting.

5. Dividend and Reserves

In order to conserve the resources of the Company by taking into account the prevailing economic situation and the need of resources for growth, the Board of Directors of the Company have decided not to recommend any dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2020. The Board proposes to transfer balance of profit to the General Reserve.

6. Share Capital

The authorized and paid up share capital of the company as of March 31, 2020 stood at 1250.00 Lakhs and 1082.42 Lakhs respectively. During the year under review, the Company has not issued shares or convertible

A brief resume of the Director proposed to be re-appointed, is furnished in the notice of the AGM. During the year under review, there is no change in the Board of Directors of the Company.

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the said conditions of independence. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective

functioning, which are detailed in the Corporate Governance Report.

The Ministry of Corporate Affairs (‘MCA) vide Notification No. G.S.R. 804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (‘IICA). All Independent Directors of your Company are registered with IICA.

8. Number of Meetings of the Board

The details of the number of Meetings of the Board held during the financial year 2019-20 forms part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

Sl. No. Name of Person Designation
1. Mr. Digvijay Dhabriya Chairman & Managing Director
2. Mrs. Anita Dhabriya Whole Time Director
3. Mr. Mahendra Karnawat Whole Time Director
4. Mr. Shreyansh Dhabriya Whole Time Director
5. Mr. Hitesh Agrawal Chief Financial Officer
6. Mr. Sparsh Jain Company Secretary & Compliance Officer

During the year under review, there is no change in the KMPs of the Company.

10. Committees of the Board

The Board of Directors have the following committees:

1. Audit Committee

2. Nomination and Remuneration/ Compensation Committee

3. Stakeholders/ Investors Grievance Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

11. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Compensation and Shareholders/ Investors Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. Finance & Accounts

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2020 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2020. The noted to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this report.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis.

13. Performance of Subsidiary Companies

Your Company is having three subsidiaries

a. Polywood Profiles Private Limited:

The Company is a Wholly-owned subsidiary company of Dhabriya Polywood Limited, incorporated in the year of 2006. The Company is engaged in the business of manufacturing of PVC Profiles. The Gross Revenue of the Company for financial year

2019-20 stood at 3079.75 Lakhs

compared with 2588.47 Lakhs in Previous Year. Total Comprehensive Income After Tax for the year stood at 207.85 Lakhs as against 191.37 Lakhs reported in the previous year.

b. Dynasty Modular Furnitures Private Limited:

The Company is a Wholly-owned subsidiary company of Dhabriya Polywood Limited, incorporated in the year of 1995 and installed a project in Jaipur (Rajasthan) for manufacturing of Modular furniture, a wood substitute product which is mainly used for the manufacturing of Executive Table, Storage, Work station, Kitchen cabinet, Wardrobe, Computer table etc. The Companys product has been selling under its registered brand name "DYNASTY". The Company has constant quality control policies due to which the brand name of the Company "DYNASTY" has been well established in the market. The product has been accepted nationwide and its demand is touching leaps and bounds for its quality, durability, easy handling and low cost. The Company has experienced manpower to design and develop new products and a hard-working production team to meet the ever-increasing demand of the market. All these factors have contributed to the astonishing success of the "DYNASTY" Modular furniture all over India.

The Gross Revenue of the Company for financial year 2019-20 stood at 2344.83 Lakhs compared with 1858.13 Lakhs in previous year. Total Comprehensive Income After Tax for the year stood at 71.17 Lakhs as against 40.42 Lakhs reported in the previous year.

c. Polywood Green Building Systems Private Limited:

The Company is a subsidiary company of Dhabriya Polywood Limited, incorporated in the year 2012. The Company is engaged in the business of trading of uPVC Doors and Windows and PVC Profiles. The Gross Revenue of the Company for financial year 2019-20 stood at 650.13 Lakhs compared with 893.06 Lakhs in Previous Year. Total Comprehensive Income After Tax for the year stood at 12.64 Lakhs as against 37.53 Lakhs reported in the previous year.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries is given as ANNEXURE ‘E.

14. Awards and Recognitions

During financial year 2019-20, your company has won following awards:

(a) THE COMPANY IS BEING AWARDED AS SME ELITE 50 (ALL INDIA) BY ICICI BANK (BUSINESS BANKING).

(b) CERTIFICATE OF EXCELLENCE" AS BUSINESS RANKERS BY DEPARTMENT OF INDUSTRIES GOVERNMENT OF RAJASTHAN.

15. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 a statement containing salient features of the financial statements of subsidiaries is given in form AOC-1 and forms an integral part of this report.

16. Auditors

(a) Statutory Auditor

In terms of the provisions of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Tambi Ashok & Associates, Chartered Accountants (Firm Registration No. 005301C), have been appointed as Statutory Auditors of the Company to hold office from the conclusion of 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting to be held during calendar year 2024.

In accordance with the amendment to the provisions of Section 139 by the Companies Amendment Act 2017, notified on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified by the Members at every Annual General Meeting. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

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

(b) Secretarial Auditor

In terms of Section 204 of Companies Act,

2013 and rules made there under, the Company has appointed M/s M Sancheti & Associates, a firm of Company Secretaries in Practice (C.P. No. 8997) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is enclosed as ANNEXURE ‘B and forms part of this report. No adverse comment has been made in the said report by the Practicing Company Secretary. The report is selfexplanatory and do not call for any further comments.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial

Compliance Report of the Company and the Secretarial Audit Report of Material Subsidiaries of the Company which forms part of this Report and are uploaded on the website of the Company i.e. www.polywood.org.

(c) Cost Auditor

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules,

2014 as amended from time to time, your company hereby confirms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2020-21.

17. Internal Audit and Controls

Your Company has appointed Mr. Manohar Sharma, Chartered Accountant as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors

findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

18. Reporting of frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under section 143(12) of the Companies Act, 2013and Rules framed thereunder.

19. Vigil Mechanism/Whistle Blower Policy

In accordance with the provisions of the Companies Act, 2013 and Listing Regulations, Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism provides for adequate safeguards against victimization of persons who use the Vigil Mechanism and direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.polvwood.org.

20. Risk Management

In todays economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Your Company has identified the following risks and successfully mitigate risk arising from time to time:

(a) Macroeconomic and uncertainty in external environment

The Companys operations are exposed to economic risks, commercial instability and global events beyond the control of the Company which might have adverse impact on it. Further, uncertain situation like pandemic i.e. outbreak of Covid-19 might affect the Company and led to slow down in its operations. The business may underperform as a result of the economic slowdown.

Mitigation Strategies: The Companys revenue stream is diversified from multi geographies, thereby reducing its dependency on one market. Further, it maintains strong balance sheet, liquidity position and relationship with stakeholders

which enables it to mitigate any

uncertainties.

(b) Commodity & Raw Material Price Risk

Risk of price fluctuation on basic raw materials like PVC resin as well as finished goods used in the process of

manufacturing. This may lead to rise in input cost in turn putting pressure on the Companys margin and profitability. Mitigation Strategies: Your Company commands excellent business relationship with suppliers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Further, its longstanding relationship with suppliers gives the Company a better bargaining position. Moreover, its established presence across the globe enables it to procure raw material from different geographies at competitive price.

(c) Quality Risk

Inability to maintain the quality of the products as well as adhered to relevant quality standards might have adverse impact on the Companys reputation as well as financial position.

Mitigation Strategies: Your Company

adheres to stringent quality standards and ensures that all its products are defect free and of superior quality. The Company has also received various quality certification.

(d) Competition Risk

Your Company is always exposed to competition Risk particularly from Chinese products. The increase in competition can create pressure on margins, market share etc.

Mitigation Strategies: Over the years, the Company has established itself as one of the most trusted companies in its sector by continuous efforts to enhance the brand image of the Company, by focusing on R&D, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands.

(e) Product Risk

The Companys inability to manufacture different products could hurt offtake. Mitigation Strategies: The Company is engaged in the manufacturing of uPVC Doors, Windows, PVC Profiles and D-Stona

Sheets & mouldings. The wide portfolio of products will enable the Company to cater to the different market segments, thereby enhancing visibility.

(f) Environment Risk

The Plastic industry is one of the environment concern industry in the country. Any change in government regulation viz ban on plastic may hinder our manufacturing and related process which may adversely affect our business and financial condition of the Company. Mitigation Strategies: In the last 25 years your company has been an undeniable part of the "Save Trees" campaign by bringing into the minds of the people to use of PVC and uPVC Products. The company has always focused on innovation & technology in order to actively support the concern "Save T rees" by providing high quality wood substitute and environment friendly products to its customers. Further, company has almost saved eight lakhs trees every year by providing wood substitute products.

(g) Human Resource Risk

A skilled and talented workforce is the key to an organizations success. Attrition and non-availability of the required talent resource can affect the overall performance of the Company.

Mitigation Strategies: Your Companys ability to deliver value is dependent on its ability to attract, retain and nurture talent. By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. We regularly undertakes training and development programmes to enhance the skill of its employee. Further, company also conducts health check-ups to ensure the safety and wellbeing of its workforce. Also, recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.

21. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 as a part of this Annual Report as

ANNEXURE ‘A and is also available on the Company s website viz. www.polywood.org.

22. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report other than the impact of COVID-19 on the business operations of the Company detailed in this Report as well as Notes to the Financial Statements of the Company.

23. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

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

24. Acceptance of Deposits

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

25. Particulars of loans, guarantees or investments

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming part of the Annual Report.

26. Particulars of contracts or arrangements with related parties

All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on arms length basis and do not attract the provisions of section 188 of the Companies Act, 2013 and rules made there under. Thus, disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 is not required.

Related party transactions have been disclosed under the Note 44 of significant accounting policies and notes forming part of the financial statements in accordance with "Ind AS". A statement in summary form of transactions

with related parties in the ordinary course of business and on arms length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.polywood.org. None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length basis or fair value.

27. Listing with Stock Exchanges

The Equity shares of the Company are listed on the Bombay Stock Exchange.

28. Corporate Governance

As per Regulation 34(3) read with schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance and forms an integral part of this report.

29. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company Policy requires conduct of operations in such a manner, so as to ensure of all concerned, compliances, environmental regulations and preservation of natural resources. In the last 25 years, "Polywood" has been an undeniable part of the "Save Trees" campaign by bringing in the minds of people the use of PVC Profiles which, was only confined to European Countries earlier.

In order to prevent sexual harassment of women at work place an act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.

The Company has been employing about nine women employees in various cadres within the

factory premises. Your Company has set up Internal Complaints Committee for implementation of said policy. Complaints received, if any are regularly monitored by women line supervisors who directly report to the Chairman & Managing Director. During the financial year 2019-20 your company has not received any complaint of harassment and hence no compliant is outstanding as on March 31, 2020 for redressal.

30. Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility (CSR) Policy in place and the same can be accessed at www.polywood.org. The details about committee composition and terms of reference of committee are given in Corporate Governance Report and forms integral part of this report. A ‘CSR Report on activities undertaken by the Company and amount spent on them is attached as ANNEXURE ‘F to this report. The justification for the shortfall amount spent on CSR activities has been provided in Annual Report on CSR.

31. Directors Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013:

(i) that in the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had 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;

(iii) the directors had 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 annual accounts on a going concern basis; and

(v) that 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) that 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.

32. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

33. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.

34. Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. Your Companys management firmly believes that a strong and stable industrial relation is key to the success of your organization. Over the years, the management has made sincere and continued efforts for the development of an atmosphere of mutual cooperation, confidence and respect, duly recognizing the rights of the workers. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organizations growth and its sustainability in the long run.

35. Statutory Information and other Disclosures

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in ANNEXURE ‘C this report.

In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ‘D and forms an integral part of this report. A statement comprising the names of Top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ‘G and forms an integral part of this report. The above annexure is not being sent along-with this Annual Report to the members of the company in line with the provision of section 136 of the Companies Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered office of the Company. The aforesaid annexure is also available for inspection by the members at the registered office of the Company, 21 days before and up to the date of the ensuring Annual General Meeting during the business hours on working days.

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2019-20.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

36. Cautionary Statement

Statement in this Managements Discussion and Analysis detailing the Companys objectives, projections, estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. In addition to the foregoing changes in the macroenvironment, global pandemic like COVID-19

may pose an unforeseen, unprecedented, unascertainable and constantly evolving risk(s), inter-alia, to the Company and the environment in which it operates. The results of these assumptions made, relying on available internal and external information, are the basis for determining certain facts and figures stated in the report. Since the factors underlying these assumptions are subject to change over time, the estimates on which they are based, are also subject to change accordingly. These forwardlooking statements represent only the Companys current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forwardlooking statements, whether as a result of new information, future events, or otherwise. Important factors that could make a difference to the Companys operations include global and Indian demand-supply conditions, finished goods prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments in India and other factors such as litigation and labor negotiations.

37. Appreciation and Acknowledgments

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and other associated with the Company. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government & Regulatory Authorities and Stock Exchange for their continued support.

For & on behalf of the Board

Sd/-

Digvijay Dhabriya

Chairman & Managing Director

DIN: 00519946

Jaipur, August 14, 2020