Eastern Treads Ltd Directors Report.

Dear Member,

Your Directors have pleasure in presenting the 27th Annual Report on the business operations of the Company and the audited standalone and consolidated Ind AS financial statements for the financial year ended 31st March, 2020 along with comparatives.

Financial Summary and Highlights

The following table shows the operational results of the Company for the year 2019-20 as compared to that of the previous year.

( in lakhs)

Standalone Year ended Consolidated Year ended
31/03/20 31/03/19 31/03/20 31/03/19
Revenue from Operations 7,745 9,746 7,832 9,746
Other Income 33 48 24 47
Total Revenue 7,778 9,794 7,856 9,793
Expenditure 7,317 9,358 7,431 9,367
Profit before Interest, Depreciation and Tax 461 436 425 426
Depreciation/Amortisation/ Impairment 247 263 250 264
Profit (loss) before Finance Costs and Tax 214 173 175 162
Financial Cost 324 362 325 362
Profit (Loss) before Tax (-)110 (-)189 (-)150 (-)200
Tax Expense 2 (-)18 2 (-)19
Profit (Loss) for the year (-)112 (-)171 (-)152 (-)181
Other comprehensive income/ (loss) (net of tax expenses) (-)6 (-)20 (-)6 (-)20
Total comprehensive (loss)/income for the period (-)118 (-)191 (-)158 (-)201

Standalone Performance

FY 2019-20 was a challenging fiscal for the Company. Financial performance has been subdued on the back of continued weakness in demand in the automobiles sector in general and commercial vehicles in particular. In addition, raw material prices are running at lower levels, which have impacted revenues. Gross product margins and operating margins saw expansion as we maintained strong control over organizational expenses which allowed the Company to report cash profits. Compared to previous FY the PBIDT has improved by 5.73%. While collection cycles have been elongated, we have been trying to balance working capital requirements by getting better payment terms with vendors.

Lockdown imposed by the Governments to manage the spread out of Corona virus pandemic has disrupted the supply chains and temporarily halted the operations at various locations and branches. Inventory transit from factory to retreaders came to a halt. As the demand declined during the lockdown, inventory has risen to its highest ever at the factory and other locations. We are expecting to revive our operations once lockdown measures are relaxed and normalcy is regained and the management is of the view that the current economic conditions bottoming out over the next few months and demand should start looking up thereafter. We also see that the prevailing slowness enable further adoption of cost-effective re-treading solutions by fleet owners and other customers, thereby expanding the market for organized sector players such as Eastern Treads. The operations are exhaustively discussed in ‘Management Discussion and Analysis forming part of the annual report.

Consolidated Performance

Our Company is also leveraging our fleet-owner relationships gained through the acquisition of logistics technology company, Shipnext Solutions Private Limited. The logistics sector has always been the backbone for growth in India and its success depends on its capability to offer cost effective, flexible, efficient and prompt services for transportation. Applying information technology in B2B and B2C logistic space will address these challenges. Our Company is holding 55% shareholding in Shipnext.

With the ongoing Corona virus pandemic, working remotely has become the new normal, and dependency on digital capabilities is critical for any business operations. IT platform which enable and facilitate industry members to identify service providers like logistic partners will be an essential requirement in this digital era. Shipnext with its IT software aims to bring transporters and customers on a single technological platform. It helps customers to obtain the best possible rates for their shipments with real time tracking of shipments, ensure fast and safe delivery and prompt release of payment to the transporters.

Reserves

In view of the loss incurred during the year, the Board of Directors of your Company has decided not to transfer any amount to the reserves for the year under review.

Dividend

In view of loss incurred during the year under review and losses of earlier years, your Directors do not recommend any dividend during the year under review.

Material Changes and Commitments

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report

Capital and Debt Structure

About 34.61% of the paid up equity share capital of the Company are held by a large number of public shareholders. The category-wise shareholdings are reported in the "Extract of Annual Return" forming part of the annual report. Your

Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. None of the Directors or the Key Managerial Personnel of the Company holds instruments convertible into equity shares of the Company.

As per the terms of issue (as varied), the outstanding Zero Coupon Redeemable Preference Shares are liable to be redeemed at the rate of rupees One Crore every year in a phased manner. The Company has the option to stretch the redemption until 9th February 2029, being the date of expiry of twenty years from the date of the original allotment of Preference Shares viz., 9th February 2009. While the first tranche of redemption of rupees One Crore was made in FY 2016-17, no redemption was made in subsequent financial years including FY 2019-20. The Board of Directors at its meeting held on 14th February, 2019 approved the proposal to convert 9,00,000 Outstanding Redeemable Preference Shares of 100/- each aggregating to 900 Lakhs into Equity Shares of 10/- each by issue of equity shares through Preferential Allotment route to the Preference Shareholders as consented by them on that date.

The Preferential allotment proposed shall be for such number of shares and at such issue price per equity share as may be discovered in accordance with the provisions of Section 62(1)(c) of Companies Act, 2013 read with Rule 13 of Companies (Share Capital and Debentures) Rules, 2014, the applicable provisions of Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014, and in compliance of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011; for a value not exceeding 900 Lakhs, subject to obtaining Equity shareholders approval and other regulatory approvals, as may be required.

The outstanding Redeemable Preference Shares shall upon approval of equity shareholders be treated as Convertible Preference Shares with effect from the date of Equity Shareholders approval till the date of the completion of the conversion. Considering that Kerala State Industrial Development Corporation (KSIDC) is also a Promoter Shareholder, the Board has expressed the need to obtain their consent prior to proceeding with the Equity Shareholders approval. Company is in the process of getting approval from KSIDC to take further steps for the proposed conversion of Preference Shares.

Directors and Key Managerial Personnel

Mr. M.E. Mohamed, Managing Director, Mr. Mohammed Sherif Shah, Chief Financial Officer and CS. Baiju T., Company Secretary are the Whole-time Key Managerial Personnel. None of the Directors is disqualified under Section 164 of the Companies Act, 2013. Mr. Naiju Joseph, having DIN: 00419362, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.

Independent Directors

Mr. K.S. Neelacanta Iyer (DIN: 00328870), Mr. M.S. Ranganathan (DIN: 00254692) Mrs. Rani Joseph (DIN: 07423144) are the Independent Directors of the Company.

Declaration by Independent Directors

The Board has considered the declarations given by independent directors under Section 149 (7) stating that they meet the criteria of independence, complied with the Code for Independent Directors 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 and are independent of the management.

Board Meetings

Four Board meetings were held during the year. Details of Board meetings are included in Corporate Governance Report.

Committees of the Board

The Company is having five Board Committees, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Share Transfer 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. The Board has accepted all recommendations of the Audit Committee during the year under review.

Board Evaluation

The Board has annually evaluated the performance of the Board, its committees and individual directors. The Board evaluated the performance of Non-Executive and Independent Directors. All the Directors are eminent personalities having wide experience in the field of business, industry and administration. Their presence on the Board is advantageous and fruitful in taking business decisions. Further details of Board evaluation are provided in the Report on Corporate Governance.

Remuneration of Directors and Employees

The Board has considered the Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a director. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure -1 and forms part of this Report. No Directors of the Company has received any remuneration from the subsidiary company.

Directors Responsibility Statement

Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that:-

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.

(b) 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 your Company at the end of the financial year and of the profit of the Company for that period.

(c) 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 your Company and for preventing and detecting fraud and other irregularities.

(d) Prepared the Annual Accounts on a going concern basis.

(e) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(f) Had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

Internal Financial Controls

Internal financial control and their adequacy are included in the Management Discussion and Analysis, forming part of this report.

Frauds reported by the Auditor, if any.

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

Performance and financial position of the subsidiaries, associates and joint ventures

Pursuant to Section 129(3) of the Companies Act, 2013 ("Act"), the consolidated financial statements of the Company and its subsidiary, 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 subsidiary in Form AOC-1 is given in this Annual Report as Annexure - 2. 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. Except Shipnext Solutions Private Limited, the Company do not have subsidiaries, associates and joint ventures.

Deposits

The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies Act, 2013 are applicable.

Corporate Social Responsibility

Company has generally taken corporate social responsibility (CSR) initiatives. However, the present financial position of the Company does not mandate the implementation of CSR activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement. Company has invested 2.59 Lakhs in Shipnext Solutions Private Limited and hold 55% shareholding (1441550 Equity shares of 1/- each) by share purchase from its shareholders at the agreed price of Re.0.18 per share. The Board of directors of the Company has further agreed to provide financial assistance to Shipnext Solutions Private Limited in the form of loan or to give guarantee or provide security in connection with a loan taken by it up to limit 250 Lakhs on requirement basis. In the previous Annual General Meeting the shareholders grated the permission to the Board to provide financial assistance to subsidiary company not exceeding 10 Crores over and above the limit as prescribed under Section 186 of the Companies Act, 2013.

Contracts or Arrangements with Related Parties

There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arms length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year, in Form AOC-2 is enclosed as Annexure - 3.

The Board of Directors, as recommended by the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. The policy on Related Party Transactions as amended in line with SEBI (LODR) (Amendment) Regulations, 2018 is available on the website of the Company. The details of the transactions with related parties during the financial year are provided in the financial statements.

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

Your Company continues its efforts to improve energy conservation and utilization most efficiently to nurture and preserve the environment and to exploit all its avenues to adopt latest technology in its operations. The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure - 4 to this report.

Risk Management

Company has developed and implemented a risk management policy, and formed a Risk Management Committee to address and evaluate various risks impacting the Company and a report on risk management is provided in this Annual Report in Management Discussion and Analysis.

Vigil Mechanism

A Vigil Mechanism for directors and employees to report genuine concerns has been established as required under the provisions of Section 177 of the Companies Act, 2013. The Vigil Mechanism Policy has been uploaded on the website of the Company.

Material Orders of Judicial Bodies / Regulators

No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Companys operations.

Secretarial Audit Report

The secretarial audit report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report as Annexure - 5. The findings of the audit have been satisfactory.

Statutory Auditors and Auditors Report

M/s. Walker Chandiok & Co LLP, Chartered Accountants, Kochi, were appointed as the Auditors of the Company at the Annual General Meeting held on 6th July 2017 to hold office for a period of 5 consecutive years. Necessary certificate and consent has been obtained from the Auditors as per Section 139(1) and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of the Company. They Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI. Since ratification by Shareholders every year for the appointment of the Statutory Auditors is not required the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment.

The Auditors Report on the financial statement of the Company forms part of this Annual Report and it does not contain any qualifications, reservations or adverse remarks or disclaimer. The Auditors observations are suitably explained in notes to the Accounts and are self-explanatory.

Cost Records and Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company for the financial year, hence, no such audit has been carried out during the year. The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.

Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

Corporate Insolvency Resolution Process

No application filed for corporate insolvency resolution process, by financial or operational creditor or by the Company under The Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal during the year.

Corporate Action

The Board of Directors approved the proposal to convert 9,00,000 outstanding Redeemable Preference Shares into Equity Shares by issue of equity shares through Preferential Allotment route to the Preference Shareholders. Company is in the process of getting required approvals to take further steps for the proposed conversion of Preference Shares.

Annual Return

In compliance with Section 134 of the Act, the Annual Return is uploaded on Companies website and can be accessed at www.easterntreads.com. Extract of Annual Return in Form MGT 9, pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure 6.

Corporate Governance Report

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C , D and E of Schedule V shall not apply the Company. However, as a good Corporate Governance practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as Annexure - 7 and forms part of this Report.

Management Discussion and Analysis Report

As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as Annexure 8 and forms part of this Report.

Listing and Dematerialisation

The equity shares of the Company are listed on the BSE Limited. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

Employee Wellbeing and Safety

Your Company has implemented policies and procedures with the objective of ensuring employee safety, security and wellbeing at the workplace. As stated in our Code of Conduct, we are committed to provide a gender friendly workplace, equal opportunities for men and women, prevent/redress sexual harassment and institute good employment practices. The Company has adopted policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year:

a) Number of complaints pending at the beginning of the year : Nil
b) Number of complaints received during the year : Nil
c) Number of complaints disposed off during the year : Nil
d) Number of cases pending at the end of the year : Nil

Acknowledgement

Your Directors wish to place on record their gratitude to Bankers, Share Transfer Agents, Auditors, Customers, Suppliers and Regulatory Authorities for their timely and valuable assistance and support. The Board values and appreciates the professionalism, commitment and dedication displayed by employees at all levels. Your Directors are thankful to the shareholders for their continued support and confidence.

For and on behalf of the Board
Kochi Navas M Meeran
29 June 2020 Chairman
DIN: 00128692

SECRETARIAL AUDIT REPORT

For the financial year ended 31st March 2020

Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014

To

The Members

EASTERN TREADS LIMITED CIN: L25119KL1993PLC007213.

We, BVR & Associates Company Secretaries LLP, have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Eastern Treads Limited [CIN: L25119KL1993PLC007213] (hereinafter called the Company). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of Eastern Treads Limiteds books, papers, minutes book, forms and returns filed and other records produced to us and according to the information and explanations given to us by the Company, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31/03/2020 complied with the provisions of the Companies Act, 2013 (Act) and the Rules made there under, the Memorandum and Articles of Association of the Company and also applicable provisions of the aforesaid laws, standards, guidelines, agreements, etc.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Eastern Treads Limited ("the Company") for the financial year ended on 31/03/2020 according to the provisions of:

1. The Companies Act, 2013 and the Rules made there under.

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made there under.

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under.

4. Foreign Exchange Management Act, 1999 and the applicable rules and regulations made there under.

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

(‘SEBI Act).

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and 2015. c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. f) The Securities and Exchange Board of India (Depositories And Participants) Regulations, 1996 g) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. h) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998

6. The Listing Agreement has been entered into by the Company with Bombay Stock Exchange.

7. As informed to us the following other Laws specifically applicable to the Company as under:

1) The Factories Act, 1948.
2) The Competition Act, 2002.
3) The Kerala Panchayat Raj Act, 1994.
4) Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013.
5) The Petroleum Act, 1934
6) The Rubber Act 1947

We have also examined compliance with the applicable clauses of the following:

1) Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review the company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the observations noted against each legislation.

In respect of other laws specifically applicable to the Company, we have relied on information/ records produced by the Company during the course of our audit and the reporting is limited to that extent.

We report that, during the year under review:

1) The status of the Company during the financial year has been that of a Listed Public Company.

2) The Company has not been a subsidiary of another company whereas company has a subsidiary company, invested during the financial year 2018-19. The Company has invested into the Equity Share Capital (55%) of Shipnext Solutions Private Limited .The Company is a Listed Public Company.

3) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Woman Director. Adequate notice is given to all directors to schedule the Board Meetings, and agenda and detailed notes on agenda are sent at least seven days in advance, a system exists for seeking and obtaining further information and clarifications on the agenda items before the meetings and for meaningful participation at the meetings. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

4) The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the code of Business Conduct & Ethics for Directors and Management Personnel.

5) The Directors have complied with the requirements as to disclosure of interests and concerns in contracts and arrangements, shareholdings/debenture holdings and directorships in other companies and interests in other entities.

6) The Company has not advanced loans, given guarantees and provided securities to directors and/or persons or firms or companies in which directors were interested.

7) The Company has made loans and investments to its subsidiary Company or provided securities and guarantees during the previous financial year, and the Company has complied with the provisions of the Companies Act, 2013 and any other statutes as may be applicable.

8) The amount borrowed by the Company from its directors, members, bank(s)/ financial institution(s) and others were within the borrowing limits of the Company. Such borrowings were made by the Company in compliance with applicable laws.

9) The Company has not defaulted in the repayment of unsecured loans, facilities granted by bank(s)/financial institution(s) or non-banking financial companies. The Company has not issued Debentures / collected Public Deposits.

10) The Company has created /modified or satisfied charges on the assets of the Company and complied with the applicable provisions of Companies Act 2013 and other Laws.

11) All registrations under the various States and Local Laws as applicable to the Company are valid. 12) The Company has not issued and allotted the securities during the period under scrutiny. 13) The Company has not declared and paid dividends to its shareholders during the period under scrutiny 14) The Company has not issued debentures and not accepted fixed deposits.

15) The Company has paid all its statutory dues and satisfactory arrangements have been made for arrears of any such dues.

16) The Company being a listed entity has complied with the provisions of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17) The Company has provided a list of statutes in addition to the laws as mentioned above and it has been observed that there are proper systems in place to ensure compliance of all laws applicable to the company.

We further report that:

1. The Company has followed the Secretarial Standards issued by the Institute of Company Secretaries of India.

2. The Company has complied with the provisions of Equity listing Agreements and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with Bombay Stock Exchange.

3. The Company has complied with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

4. The Company has complied with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and 2015 including the provisions with regard to disclosures and maintenance of records required under the Regulations.

5. The provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 are not applicable for the company during the period under scrutiny.

6. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 with regard to grant of Stock Options and implementation of the Schemes are not applicable for the company during the period under scrutiny.

7. The provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 are not applicable for the company during the period under scrutiny.

8. The Company has complied with the provisions of the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993.

9. The provisions of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 with regard to buy back of Equity Shares are not applicable for the Company during the period under scrutiny.

10. The Company has complied with the provisions of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 including the provisions with regard to disclosures and maintenance of records required under the Regulations;

11. The Company had complied with the provisions of The Competition Act, 2002 with regard to prohibition of anticompetitive agreements, abuse of dominance and ensuring of competition advocacy. As per the verification, the Company is ensuring fair competition in the market among its competitors.

We further report that:

The compliance with regard to the following Acts is pointed out below:

1. The Factories Act, 1948 a. Factory license valid as on the report date, till 31st December 2020. b. Statutory registers as per Factories Act has been maintained.

2. The Competition Act 2002

Overall Compliance under the Act complied by the Company.

3. The Kerala Panchayat Raj Act 1994. a) The Panchayati Raj License is valid up to 31/03/2021.

b) The License to Dangerous and Offensive Trades is valid up to 31/03/2021 and the Company has complied with the provisions of this Act.

4. Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013

a. The Company has a Policy and has constituted a committee against the Sexual Harassment of Women at Work Place and the policy has been published in the website of the company.

b. As per the information and records available from the Company there were no complaints during the financial year in this regard and the Company ensures protection to the women employees.

5. The Petroleum Act, 1934 a. Overall Compliance under the Act complied by the Company.

b. The Company has obtained a valid license from the Petroleum & explosives safety organization and the license is valid up to 31/12/2022

6. The Rubber Act 1947 a. Overall Compliance under the Act complied by the Company. b. The License from Rubber Board for acquisition and sale is valid till 31/03/2023 .

7. The Company has obtained integrated consent to operate license from Kerala State Pollution Control Board and the same is valid up to 30/06/2023.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

FOR BVR & ASSOCIATES COMPANY SECRETARIES LLP
CS N BALASUBRAMANIAN
Designated Partner,
Ernakulam FCS No. F6439
27 June 2020 C P No.: 4996
UDIN: F006439B000391758