Fluidomat Ltd Management Discussions.

To

The Members of,

Fluidomat Limited.

Your Directors have pleasure in presenting 45th Annual Report on the business and operations of the Company along with the Standalone & Consolidated Audited Financial Statements for the financial year ended March 31st 2021.

FINANCIAL RESULTS:

Financial performance of the Company is summarized in the table below:-

(Rs. In Lakhs)

Particulars

Standalone Year ended on

Consolidated Year ended on

31.03.2021 31.03.2020 31.03.2021 31.03.2020
Revenue from Operations 2827.34 2549.09 2827.34 2549.09
Other Income 135.04 167.91 136.33 167.66
Total Income 2962.38 2717.00 2963.67 2716.75
Total Expenditure except Interest and 2356.76 2222.82 2357.76 2223.77
Depreciation
Profit before Interest, Depreciation & Tax 605.62 494.18 605.91 492.98
(EBIDTA)
Less: Interest 2.26 0.70 2.26 0.70
Less: Depreciation 64.11 66.01 64.11 66.01
Profit before Tax 539.25 427.47 539.54 426.27
Less: (a) Current Tax 136.38 124.24 136.38 124.24
(b) Deferred Tax 4.53 (17.02) 4.53 (17.02)
Net Profit for the year 398.34 320.25 398.63 319.05
Other Comprehensive Income/(Loss) 41.40 (21.17) 41.40 (21.17)
Total Comprehensive Income for the year 439.74 299.08 440.03 297.88
Reserves & Surplus 3225.90 2786.16 3224.99 2784.96
EPS (Equity Shares of Rs. 10/- each) Basic & 8.93 6.07 8.93 6.05
Diluted (in Rs.)
Paid up Equity Share Capital 492.70 492.70 492.70 492.70

REVIEW OF OPERATIONS /STATE OF AFFAIRS:

Standalone:

During the financial year 2020-21, the Company has posted a total revenue from operations of Rs. 2962.38 lakhs as against Rs. 2717.00 lakhs in the previous financial year 2019-20 representing increase in total revenue of 9.03%.

Company has booked the orders of Rs.3856.53 lakhs during the current financial year as against the order booking of Rs.3194.87 lakhs in the previous financial year, which is higher by 20.71%.

During the year ended on March 31, 2021 the Earnings before Interest, Depreciation and Tax (EBIDTA) has been increased to Rs. 605.62 lakhs as against the EBIDTA of Rs. 494.18 lakhs in the corresponding previous financial year.

The Net Profit of the Company for the financial year 2020-21 has been increased to Rs. 439.74 lakhs as compared to Rs. 299.08 lakhs during the previous financial year. Earning per share (EPS) for the year increased to Rs. 8.93 as compared to EPS of Rs. 6.07 in previous financial year.

Consolidated:

Your company having a wholly owned foreign subsidiary in the name of Fluidomat UK Private Limited (WOS) in UK incorporated on 26th June, 2019. During the year under review total expenses was Rs. 1.00 lakhs and the said subsidiary is yet to commence commercial operations, therefore there is no operating income during the year. However, WOS having foreign currency fluctuation gain in the financial statement Rs. 1.29 lakhs due to conversion of foreign currency into functional currency, net gain of Rs. 0.29 lakhs during the year has been reported.

Covid-19 Impact:

The outbreak of COVID-19 second wave pandemic across the world including India and other countries resulted in the Governments taking significant measures to contain the spread of the virus including imposing mandatory lockdowns by states and restricting economic activities.

The impact of the second wave on the real economy seems to be limited so far in comparison with the first wave. Evidently, the localised nature of lockdowns, better adaptation of people to work-from home protocols, online delivery models, e-commerce, and digital payments, were at work. Real economy indicators moderated in April and May 2021, as many states-imposed restrictions to arrest the renewed surge in infections. It has spread rapidly across states, regions, and into rural pockets.

However, their is no impact on Companys manufacturing and distribution operations and based on the preliminary estimates the Company does not anticipate any major challenge in meeting the financial obligations on the long term basis.

Further the company does not carry any risk in the recoverability and carrying values of its assets including Property, Plant and Equipment, trade receivables, Inventories, Investments and there is no material impact on the financial results of the Company during the year 2020-21.

The impact assessment of Covid-19 is a continuing process given the uncertainties associated with its nature and duration accordingly the impact may be different from that estimated as at the date of approval of these financial results. The company will continue to monitor any material changes to future economic conditions.

DIVIDEND:

Your Board of Directors are pleased to recommend a dividend of Rs. 3.25 (32.50%) on Equity Share of Rs.10/- each for the year ended March 31, 2021. (Previous year Rs. 2.25 (22.50%) per Equity Share of Rs.10/- each). The above dividend would be paid subject to approval by the Members in the ensuing Annual General Meeting. The proposed dividend will absorb Rs.160.13 Lakhs.

TRANSFER TO RESERVES:

During the year, your company has voluntarily transferred Rs 100.00 Lakhs (Previous year Rs. 100.00 Lakhs) to the General Reserves. Except this, the company has not transferred any funds to any kind of Reserves during the year (Previous Year: Nil)

SHARE CAPITAL:

The paid up Equity Share Capital of the Company as at 31st March, 2021 was Rs. 492.70 Lakhs divided into 49.27 Lakhs equity shares of Rs. 10/- each. There is no change in Equity share Capital of the Company during the year. Your company does not hold any instruments convertible into the equity shares of the Company.

CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities during the period under review.

BUSINESS TRANSFER

There is no transfer of business during the period under review.

DIRECTORS & KEY MANAGERIAL PERSONNELS:

Executive Directors and KMPs:

The Company is having adequate Key Managerial Personnels as per requirements of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015. There is no change in the key managerial personnels during the year under review.

Declaration for Independency of Independent Directors:

The Company have received necessary declaration from all the independent directors as required under section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfills the criteria of the independency as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered themselves with Independent Directors Databank.

The members of the Company in their 42nd Annual General Meeting held on 26th September, 2018 has reappointed all Independent Directors of the Company for a second term of five consecutive years w.e.f. 1st April, 2019 not liable to retire by rotation.

Directors liable to retire by rotation and seeking re-appointment:

Shri Ashok Jain, (DIN 00007813), the Chairman & Managing Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Your Board of Directors and Nomination & Remuneration Committee has recommended to increase the remuneration payable to Shri Ashok Jain, Chairman & Managing Director, Shri Kunal Jain, Whole-time Director designated as Executive Director and Mrs. Radhica Sharma, Whole-time Director designated as Deputy Managing Director w.e.f. 1st October, 2021 for the remaining part of their tenure.

Your Board recommend to pass necessary resolutions as proposed in the Item No. 4 to 6 of the AGM Notice.

BOARD MEETING AND THE BOARD:

A. Number of meetings of the Board:

Total Four (4) meetings of the Board were held during the year. The intervening gap between any two meetings was not exceeding 120 days as prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 except for the exemption granted by the MCA and SEBI for extension of holding of Board Meeting. For further details of the meetings, please refer the Corporate Governance Report which forms part of this report.

B. Policy on Directors appointment and remuneration:

The Board has, on the recommendation of the nomination and remuneration committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at Link:-https://www.fluidomat.com .The details of the same are also covered in Corporate Governance Report forming part of this annual report.

C. Board Evaluation:

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The Nomination & Remuneration Committee and the Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board & Nomination & Remuneration Committee and feedback was given to Directors.

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Four (4) committees as on 31.03.2021:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Compliance Committee

Committee dissolved during the year:

Corporate Social Responsibility Committee (CSR):

As per the provision of section 135 (9) "where the amount to be spent by a company under sub-section (5) does not exceed fifty lakh rupees, the requirement under sub-section (1) for Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company." In line of aforesaid amendment Company had dissolved CSR Committee in the board meeting held on 12th February, 2021. The Board shall review the CSR expenses of the Company.

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3)c of the Companies Act, 2013, your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects;

a) In the preparation of the annual financial statements for the year ended March 31, 2021, the applicable accounting standards have been followed;

b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2021 and of the profit of the company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS AND THEIR REPORT:

A. Statutory Auditors:

In terms of the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. C.P. Rawka & Co., Chartered Accountants, (Firm Registration No. 000518C) was appointed as the statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the 41st Annual General Meeting upto the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2022.

The Standalone and Consolidated Auditors Report and the Notes on financial statement for the year 2020-21 referred to in the Auditors Report are self-explanatory and does not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

B. Cost Auditors and Records:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended time to time, the provision regarding Cost Audit and maintenance of Cost Records is not applicable to Company during the year 2020-21.

C. Secretarial Auditors:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has re-appointed M/s D.K.Jain & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the year 2020-21. The Secretarial Auditors in their report for the year 2020-21 has made certain observations which has been replied by the Management of the company. The Report of the Secretarial Audit for the year 2020-21 in the Form MR-3 is annexed herewith as "Annexure-1".

Observations of the Secretarial Auditors:

a) There are 2 (Two) Charges for Charge ID No. 90205616 and 90204976 reflecting in the Index of Charges at the portal of MCA. However, the loan amount was repaid and satisfied long back but no evidence for the filing of Forms for satisfaction were produced before us.

b) Mr. Surendra Shantilal Kothari (Member of Promoter Group) pledged his 17,200 Equity shares on 25th Sept., 2020 but failed to report to the company about such event within two trading days in terms of Circular No. SEBI/HO/ MIRSD/DOP/CIR/P/2 dated 25th Feb., 2020. The said disclosure has been given to the company on 19th Oct., 2020 and the company has reported to the Stock exchange on 19th October 2020.

Management Reply:

a) The company is trying to get the charge satisfied, however the company could not find where about the charge holders, therefore the filing of Form CHG-4 with the digital signature of the charge holder could not be uploaded, however the management trying to find suitable way to file the same and comply with the requirement of law.

b) The aforesaid pledge is in compliance of SEBI circular SEBI/HO/MIRSD /DOP /CIR/P/2020/28 dated 25th February 2020 for Margin obligations to be given by way of Pledge/ Re-pledge in the Depository System.

Further, the same is exempted by SEBI under SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 vide its circular No. SEBI/HO/CFD/DCR-2/CIR/P/2020/164 dated 2nd September, 2020. Please also note that the promoter has not pledged their shares to any financial institution against any security/ hypothecation towards any type of credit facilities.

D. Disclosure of frauds against the Company:

There were no instances for other than reportable fraud to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2020-21.

TRANSACTIONS WITH RELATED PARTIES:

The Company has not entered into any material contracts, with the related parties during the year 2020-21 and other contracts or arrangements wherein the ordinary course of business on arms length basis, which were approved by the Audit Committee and the Board from time to time. Therefore, there is no particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 which needs to disclose in the prescribed form AOC-2 and may be treated as not applicable. However, the related party transactions as covered under Indian Accounting Standards (Ind AS 24) have been disclosed in the Note of the financial statements for the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

CONSOLIDATED FINANCIAL STATEMENTS:

Company is having one Wholly Owned Subsidiary incorporated in UK. Therefore, company is presenting Consolidated Financial Statement for the year 2020-21. Pursuant to section 136 of the Companies Act, 2013 the Standalone financial statements and consolidated financial statements along with relevant documents and separate unaudited accounts of Fluidomat UK Private Limited are available on the website (www.fluidomat.com) of the company.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

Your company have one Wholly Owned Subsidiary (WOS) incorporated in UK in the name and style of Fluidomat UK Private Limited on 26th June, 2019. There was no associate company or/and joint venture within the meaning of Section 2(6) of the Companies Act, 2013.

The WOS is yet to commence the commercial activities. However, pursuant to Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is annexed herewith as "Annexure-2".

PUBLIC DEPOSITS:

DEPOSITS

Your 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 and there were no remaining unclaimed deposits as on 31st March, 2021. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL RESULTS:

S. No. Particulars Amt in Rs.
1 Details of Deposits accepted during the year Nil
2 Deposits remaining unpaid or unclaimed at the end of the year Nil
3 Default in repayment of deposits N.A.
At the beginning of the year
Maximum during the year
At the end of the year
4 Deposits not in compliance with law N.A.
5 NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed N.A.

The Board of Directors has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companys policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are reviewed at regular intervals.

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Companys internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The outbreak of the novel corona virus pandemic (Covid-19) is causing significant discrepancies in economic activities, the impact of which has been discussed in Review of Operations and the Management Discussion and Analysis report which forms part of this Annual Report

Except the above no material changes and commitments affecting the financial position of the Company occurred during the Financial Year to which this financial statements relate and the date of report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not provided any loans and guarantees pursuant to section 186 of the Companies Act, 2013. However, The Company has made investments in Mutual funds and in Subsidiary company and given advance against salary or otherwise to the employees of the Company as per the Companys policy. Details of the existing investment is provided in the Financial Statement and hence, not reproduced here.

ANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 for the year ended 31st March, 2021 is hosted on www.fluidomat.com. The same shall be filed to Registrar of Companies after annual General Meeting to be held on 25th September, 2021

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company is not required to make any new budget for CSR expenses for the year 2020-21, as the company is not falling under the eligibility criteria under section 135 of the Act read with Companies (CSR Policy) Rules, 2014 as amended from time to time. However, the company is required to spend remaining balance amount of previous years of Rs. 9.89 Lakhs out of which the company has spent Rs.9.89 Lakhs towards CSR activities as specified in Schedule VII of the Act in the current year and there is no CSR amount due at the end of financial year.

Report on CSR as per Rule 8 of the Companies (CSR Policy) Rules, 2014 is enclosed as "Annexure-3" of this Report.

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance and a certificate obtained from Auditors of the Company and Practicing Company Secretary related Dis-qualification of Directors form part of Corporate Governance Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-4".

INTERNAL COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT:

The Company has framed ‘Anti Sexual Harassment Policy at workplace and has constituted Internal Complaints Committee (ICC) as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. No complaints with allegations of sexual harassment were reported during the year under review.

RISK MANAGEMENT:

The company is not required to have risk management Committee, therefore the said committee was dissolved. However, the Audit Committee will frame, implement and monitor the risk management plan for the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the SEBI (LODR) Regulation, 2015 for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Companys website at the link:(http://www.fluidomat.com) and the same is being attached with this Report as "Annexure-5".

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment & remuneration of Management Personnel) Rules, 2014 as amended are given below:

A. Ratio of the remuneration of each director to the median employees remuneration and the percentage increase in remuneration of each Director & Key Managerial Personnel:

S. No. Name Designation Remuneration for the year 2020-21 (Rs.) Remuneration for the year 2019-20 (Rs.) Increase In Remuneration (Rs.) Percentage of Increase I in Remuner- ation Ratio Between Directors Remuneration and Median Employee Remuneration
1 Shri Ashok Jain CMD 44,48,828 50,84,651 NA NA 16.93
2 Shri Kunal Jain WTD 42,76,203 43,77,525 NA NA 16.87
3 Mrs. Radhica Sharma WTD 37,24,393 33,72,518 3,51,875 10.43% 14.73
4 *Shri Khushal Chandra Jain Independent Director Nil Nil NA NA NA
5 *CA Mahendra Kumar Shah Independent Director Nil Nil NA NA NA
6 *Shri Praful R Turakhia Independent Director Nil Nil NA NA NA
7 Mrs. Monica Jain CFO 12,97,008 12,61,686 35,322

2.80%

5.01
8 CS Devendra Kumar Sahu CS 7,18,206 6,07,978 1,10,228 18.13% 2.94

*Shri Khushal Chandra Jain, CA Mahendra Kumar Shah and Shri Praful R. Turakhia Independent Directors were paid sitting fees for attending the Meetings of the Board.

B. The percentage increase in the Median remuneration of employees in the financial year: 9.08%.

C. The number of permanent employees on the Roll of the Company as on 31st March, 2021: 186.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Based on Remuneration Policy of the Company, salary of the employees was increased at 10% and managerial remuneration was increased at 10.43% this is based on Remuneration Policy of the Company that rewards people based on their contribution to the success of the company and also ensures that external market competitiveness and internal relativities are taken care of.

E. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company:

F. Name of the top 10 employees in terms of remuneration drawn in the financial year 2020-21:

A statement of top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report as "Annexure-6".

G. Details of employees who received remuneration in excess of Rs. One crore and Two lakh or more per annum:

i. During the year, none of the employees received remuneration in excess of Rs. 102.00 Lakh or more per annum or Rs.8.50 per month for part of the year. In accordance with the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore there is no information is available to disclose.

ii. During the year, none of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time director and none of the employees hold two percent of the equity shares of the Company.

TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2013-14 is required to be transferred to IEPF in the due date as specified in the Notice of the AGM and shares of the respective shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date.

The details related to dividend remains unpaid-unclaimed from the Company has been given in the Corporate Governance Report attached with the annual report of the Company.

PROVISION OF VOTING BY ELECTRONIC MEANS:

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/OVAM and no physical meeting will be held, and your company has made necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is provided with the notice of the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Economic Scenario and Outlook:

The Covid 19 Pandemic and its continuity in periodic waves has substantial adverse impact on economies all over the World including India.

In India the service sector, tourism and aviation industry are largely hit.

Various Governments in the world took measures to control and manage pandemic and spent large amount of money in various ways to manage the pandemic providing subsidies and social security. Thus the economic uncertainty world over continue.

With very good management of Union Government of India the spread of pandemic in India is grossly under control and industrial and agriculture activities continue unhindered excepting the first major lockdown from March to June in 2020. The work from home working has been able to run large industries management to a satisfactory level. Similarly the infrastructure work, development and growth activity are at a satisfactory level providing business to industry and transport sector.

For our company the financial year 2020-21 witnessed improved performance inspite of hindrances caused by pandemic. The companys business witnessed satisfactory performance with improved order inflow and favorable product mix.

In the present situation our company with various measures of management and team work is able to improve sales and productivity and cost reduction. Company continues with activity of development of new types of couplings and R&D for deeper penetration in the market.

Company continues enjoy accreditation of ISO 9001-2015, ISO 14001-2015 & ISO : 45001-2018.

B. Industry structure and developments:

Your Company deals only in the one segment i.e. manufacturing and sale of the hi-tech products "Fluid Couplings" which are mainly used in various sector of industries including Thermal Power Plants, Steel, Metal, Cement, Paper, Chemical, Fertilizers, Coal and Ore-mining and Port handling facilities, etc. New projects in these sectors have important contribution towards growth and profitability of the Company.

C. Quality Management System:

The company continued to be certified under ISO: 9001:2015 by British Standard Institution BSI Management system for the Companys quality system. The Quality Management System in the Company is well defined and is well in place.

D. Internal Control System:

The Company has adequate internal control systems and procedures in place for effective and smooth conduct of business and to meet exigencies of operation and growth. The transactions are recorded and reported in conformity with generally accepted accounting practices. The internal control systems and procedures ensure reliability of financial reporting, compliance with the Companys policies and practices, governmental regulations and statutes. Internal Audit is conducted by independent firm of auditors. Internal Auditors regularly check the adequacy of the system, their observations are reviewed by the management and remedial measures, as necessary, are taken. Internal Auditors report directly to the Chairman of the Audit Committee to maintain its objectivity and independence.

E. Opportunities and Threats:

Since your company is catering the needs of almost all sectors of Industries, therefore it has a good business cushion against recession in one or other sector as the other sector may improve concurrently.

The Indian Government focus on infrastructure growth will offer more opportunities to capital goods sector.

The COVID-19 pandemic has disrupted demand and supply chains across industries, negatively impacting the business of companies and driving the global economy towards a recession. Governments in several countries have imposed stringent lockdown in a bid to contain the spread of the disease. The Banking system in the domestic market is facing an unprecedented situation of uncertainty and economic challenge due to non- performing assets (NPAs). Though the Government and the central Bank are seized of the gravity of the situation and are moving ahead with initiative to contain and resolve the problem, global macro-economic factors, beyond the control of the domestic economy can disrupt the equilibrium. In such a scenario the entire capital goods sector itself will face difficulties due to lack of new projects and liquidity crisis.

Apart from the normal risk demand-supply conditions, raw material prices, competitor strategies, changes in government regulations, tax regimes, economic developments within the country and globally no major risks are foreseen.

F. Human Resources:

We are committed to providing our employees with a work environment that is based on fairness, openness and mutual respect. Our on-ground work force and our employees together are the key to successes of our Company.

The Company emphasizes on the highest level of professional ethics, personal decorum, adherence to deadliness, compliance to standards and customer service.

The Company continues with its dedicated efforts to identify talent and has been recognized for its exemplary people-related parties in the Industry.

G. Health, Safety and environment measures:

Company is committed to meet the highest international standards of health, safety and environmental performance. It continues to accord highest priority to conducting safe operations while being responsible towards the environment and ecology.

The Company focused on safe operations in line with its commitments to improve its health, safety and environment performance. As a part of our drive to standardize our health, safety & environment management, company has certified under occupational health & safety management system (ISO:45001-2018) for the manufacture of Fluid Couplings and Flexible Couplings and environment management system (ISO 14001: 2015) by BSI.

Internal and external safety audits and inspections were carried out regularly. Emergency management plans have been developed to deal with any emergency within the factory premises.

H. Segment Reporting & Finance performance of the Product:

Company has only one segment i.e. manufacturing of fluid couplings and the financial performance of the product is being incorporated in the Directors Report section.

I. Cautionary statement:

Statement made in the management discussion and analysis report as regards the expectations or predictions are forward looking statements within the meaning of applicable laws and Regulations. Actual performance may deviate from the explicit or implicit expectations.

J. Details of Significant Changes in Key Financial Ratios

Key Ratio 2020-21 2019-20 Variation in % Comments for Variation in ratio above 25%
Debtors Turnover Ratio 3.30 2.77 19.13% -
Inventory Turnover Ratio 3.26 3.32 -1.80% -
Interest Coverage Ratio 237.61 609.67 -61.03% Due to increase in interest expenses during the year 2020-21
Current Ratio 3.03 2.77 9.38% -
Debt Equity Ratio 0.11 0.16 -31.25% Due to payment of borrowings at the end of the period.
Operating Profit Margin (%) 18.99% 16.74% 13.44% -
Net Profit Margin (%) 15.55% 11.73% 32.56% Due to increase in profit
Return on networth (Any Change) 11.83% 9.12% 29.71% Due to increase in profit

K. Compliance with Indian Accounting Standards

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards as notified. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

INDUSTRIAL RELATIONS:

Companys Industrial relations continued to be healthy, cordial and harmonious during the period under review.

GENERAL:

Your Directors state that during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b. The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review, except claim filed being the operation creditor under the Act;

c. There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review;

d. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.

e. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

ACKNOWLEDGEMENTS:

Your directors place on record their appreciation of the continued support extended during the year by the companys customers, business associates, suppliers, bankers, investors and Government authorities. They also place on record their appreciation of the dedication and contributions made by all the employees for their commitment, hard work and support. Your directors would also like to thank all their shareholders for their continued faith in the company and expect the same in future.

For and behalf of the Board
(ASHOK JAIN)
Place: Indore (M.P.) CHAIRMAN & MANAGING DIRECTOR
Date:14th August, 2021 DIN : 00007813

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