Ganesha Ecosphere Ltd Directors Report.

To

The Members of Ganesha Ecosphere Limited

Your Directors have pleasure in presenting the Thirty-Second Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2021.

FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31st March, 2021 as compared to the preceding year are as under:

(Rs. in Crore)

Standalone Consolidated
Year ended March 31, 2021 Year ended March 31, 2020 Year ended March 31, 2021 Year ended March 31, 2020
Total Income 761.91 896.33 760.57 896.24
Profit before Finance Costs, Depreciation and Amortization Expense 95.49 119.30 93.92 119.10
Less: Finance Costs 8.71 7.78 8.81 7.78
Less: Depreciation & Amortization Expense 27.16 28.05 27.16 28.05
Profit before Tax 59.62 83.47 57.95 83.27
Tax Expense (14.43) (19.59) (14.43) (19.59)
Profit after Tax 45.19 63.88 43.52 63.68
Add: Other Comprehensive Income 0.32 0.12 0.32 0.12
Total Comprehensive Income 45.51 64.00 43.84 63.80
Balance in retained earnings at the beginning of the year 306.93 248.20 306.73 248.20
Profit after Tax available for appropriation 352.44 312.20 350.57 312.00
Dividend Paid (4.37) (4.37) (4.37) (4.37)
Dividend Distribution Tax - (0.90) - (0.90)
Transfer to General Reserve - - - -
Balance in retained earnings at the end of the year 348.07 306.93 346.20 306.73

FINANCIAL AND OPERATIONAL PERFORMANCE

The standalone and consolidated financial statements for the financial year ended 31st March, 2021, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

On standalone basis, the total income of the Company was Rs.761.91 Crore. The Operating Profit (EBITDA) stood at Rs.95.49 Crore. During the year under review, the Company has earned Net Profit of Rs45.19 Crore.

On consolidated basis, the Company achieved a total income of Rs.760.57 Crore. Our consolidated net profit for the year is Rs.43.52 Crore.

During the year under review, the performance of the Company was adversely affected due to nationwide lockdown imposed by Central and State Government(s) to combat the COVID-19 pandemic. Accordingly, the financial performance of the Company for the year ended on 31st March, 2021 is not comparable to the previous year.

IMPACT OF COVID 19 PANDEMIC

COVID-19 had adversely affected almost all economies of the World including India. Pursuant to the nationwide lockdown imposed by the Government of India since March, 2020 to contain the spread of COVID-19 outbreak, the Companys operations were suspended temporarily, which gradually resumed in a phased manner adhering to the prescribed safety norms. Complete operations at all manufacturing locations could be resumed during July, 2020.

The Company remains watchful of the potential impact of COVID-19 pandemic, particularly the current "second wave" and based on its review of current indicators of future economic conditions, it does not anticipate any challenge in its ability to continue as going concern. The impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration and accordingly the impact may be different from that estimated as on the date of this Report. The Company will continue to monitor any material changes to future economic conditions.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

On 4th June, 2021, a major fire accident took place at Companys Polyester Staple Fiber manufacturing unit located at, Kanpur Dehat, Uttar Pradesh. Out of three Production Lines of the unit, two Production lines were fully destroyed along- with related buildings, plant and machinery, godowns and inventories. There was no loss or injury to human life.

Based on internal evaluation, the Company has recognized a loss of Rs. 33.58 Crore and also recognized deferred tax asset of Rs. 8.45 Crore in the books of the quarter ended 30th June, 2021. The net impact of this loss is Rs. 25.13 Crore. The loss of assets is fully covered by the fire insurance policy and management is quite confident in getting full compensation of loss from insurance company.

Also, second wave of COVID-19 pandemic during April and May, 2021 has made some impact on the performance of the Company during the current year. However, we believe that there may not be significant impact of the pandemic on the financial position and performance of the Company, in long term.

Except above, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

RATING

During the financial year 2020-21, the following ratings have been re-affirmed by ICRA and CARE:

i. A; Stable (Single A; Outlook Stable) for Long Term Bank Facilities (Term Loan and Fund Based) signifying adequate degree of safety regarding timely servicing of financial obligations. Such facilities carry low credit risk.

ii. A1 (A One) for Short Term Bank Facilities (Non-Fund based) signifying very strong degree of safety regarding timely payment of financial obligations. Such facilities carry lowest credit risk.

DIVIDEND

Your Directors are pleased to recommend a dividend of 2/- per share (i.e. @ 20%) on Equity Shares of 10/- each of the Company, involving cash outflow of 436.59 lakh of the Companys standalone net profit for the financial year 2020-21. Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

During the year under review, unpaid dividend for the financial year 2012-13 amounting to 10.48 Lakh being unclaimed for more than 7 years from the date it was lying in the unpaid dividend account, had been transferred by the Company to the Investor Education and Protection Fund (IEPF) of the Central Government, in terms of Section 124(5) of the Companies Act, 2013.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), the Board of Directors at their meeting held on 6th August, 2021 has approved and adopted a Dividend Distribution Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The Dividend Distribution policy is available on the Companys website at https://www.ganeshaecosphere.com/corporate- governance-policies.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31st March, 2021; the Company had two wholly owned subsidiaries, namely:

• Ganesha Ecopet Private Limited; and

• Ganesha Ecotech Private Limited (incorporated on 17th November, 2020)

However, your Company has no Associate and Joint Venture Companies during the year ended on 31st March, 2021.

The Consolidated Financial Statements of the Company and its Subsidiaries are prepared in accordance with the Companies Act, 2013 and applicable Indian Accounting Standards and form part of this Annual Report.

Both wholly owned subsidiaries of the Company have not started any manufacturing operations as of 31st March, 2021. A statement containing salient features of the Financial Statements of the Subsidiaries in the prescribed format in Form AOC-1 as required under first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is included in this Report as "Annexure A" and forms an integral part of this Report.

In terms of the provisions of Section 136 of the Companies Act, 2013 read with the Listing Regulations, the Audited Financial Statements of the Subsidiary Companies are placed on website of the Company and can be accessed at https://www. ganeshaecosphere.com/subsidiary.

In July, 2021, the Company has completed the acquisition of an under construction PET washing plant at Nepal by acquiring the entire shareholding of Ganesha Overseas Private Limited (Formerly known as Essel Industries Nepal Private Limited). Accordingly, Ganesha Overseas Private Limited has become a wholly-owned subsidiary of the Company.

The policy for determining material subsidiaries of the Company is available on the Companys website at https:// www.ganeshaecosphere.com/corporate-governance-policies

GANESHA ECOSPHERE EMPLOYEES STOCK OPTION SCHEME 2021

During the year under review, the "Ganesha Ecosphere Employees Stock Option Scheme 2021" ("ESOP Scheme") was approved by the shareholders of the Company on 26th February, 2021. Under this Scheme, the eligible employees of the Company and of its subsidiaries will be entitled to exercise the Employee Stock Options (ESOPs) granted to them at the exercise price during the exercise period. The Nomination and Remuneration Committee of the Board shall administer the ESOP Scheme through Ganesha Employees Welfare Trust. The provisions of the Scheme are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

During the year under review, no ESOPs were granted under the Scheme and thus the Scheme has only been passed and not implemented. Hence, the disclosure requirement under the SEBIs Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16th June, 2015 and the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Listing Regulations is provided in a separate section forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Members of the Company, at the 31st Annual General Meeting held on 22nd September, 2020, have appointed Dr. Shobha Chaturvedi (DIN: 08553800) as a Non- Executive Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years w.e.f. 5th September, 2019 upto the conclusion of 35th AGM of the Company to be held in the calendar year 2024.

During the year under review, Shri Anoop Gupta (DIN: 00153340) ceased to be a Non-Executive Independent Director of the Company with effect from 22nd September, 2020 upon completion of his second term as Independent Director. Further, Smt. Seema Sharma (DIN: 07466530), NonExecutive Director retired from the Board by rotation on 22nd September, 2020. The Board places on record its deepest gratitude and appreciation towards valuable contribution made by Shri Anoop Gupta and Smt. Seema Sharma during their tenure as directors of the Company.

Shri Gopal Singh Shekhavat, Director (Administration) of the Company, left us for his heavenly abode on 24th December, 2020. Late Gopal Singh Shekhavat was appointed to the Board of the Company as Director (Administration) w.e.f. 1st June, 2013. He had played crucial leadership roles and was successful in sustaining the Company in all hard times. His sad demise is an irreparable loss to the Company. The Board of Directors of the Company express their deepest condolences and pay tribute to Late Gopal Singh Shekhavat.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Vishnu Dutt Khandelwal (DIN: 00383507), Executive Vice Chairman of the Company retires from the Board by rotation, at the ensuing Annual General Meeting of the Company and being eligible he has offered himself for re-appointment. The Board recommends the proposal of his re-appointment for consideration of the Members at the ensuing Annual General Meeting (AGM) of the Company. A brief profile of Shri Vishnu Dutt Khandelwal has been provided in the Notice of ensuing AGM.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company had received the declarations u/s 149(7) of the Companies Act, 2013 from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and they have also confirmed 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 judgement and without any external influence.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors on the Board of the Company possess requisite qualifications and attributes of integrity, expertise and experience.

COMPOSITION OF AUDIT COMMITTEE

As on 31st March, 2021, the Audit Committee of the Company consisted of Five Directors, out of which Four Directors are independent. The composition and other details are provided in the Corporate Governance Report of the Company. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, in respect of the financial year ended 31st March, 2021, confirm that: -

a) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

c) they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared Annual Accounts on a Going Concern basis.

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size of the Company and the nature of its business, with reference to financial statements. Internal Auditors of the Company periodically audit the adequacy and effectiveness of the internal controls laid down by the management. The Audit Committee of the Board of Directors also regularly reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the financial year 2020-21 are given under the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

The copy of Annual Return as required under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, is placed on the Companys website and can be accessed at https://ganeshaecosphere.com/admin/UploadedFiles/ ContentImages/AnnualReturn/Annualreturn2019-2020.pdf

LISTING

The Equity Shares of the Company are presently listed at BSE Limited and National Stock Exchange of India Limited and the listing fee, for the year 2021-22, for both the Stock Exchanges is paid.

AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITORS

M/s. Narendra Singhania & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Company at the 28th Annual General Meeting of the Company held on 25th September, 2017, who shall hold office till the conclusion of the 33rd Annual General Meeting in accordance with the provisions of the Companies Act, 2013. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditors Report for the financial year 2020-21 does not contain any qualification, reservation or adverse remark.

B. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s. S.K. Gupta & Co., Company Secretaries, as Secretarial Auditor, to undertake Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report for the financial year ended 31st March, 2021 is annexed herewith as "Annexure B".

The Secretarial Audit Report for the Financial Year 202021 does not contain any qualification, reservation or adverse remark.

C. COST AUDITORS

Pursuant to the Rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148 (1) of the Companies Act, 2013 in respect of its products and accordingly such accounts and records are made and maintained.

M/s. R. M. Bansal & Co., Cost Accountants (Firm Regn. No.:000022) and M/s. Rakesh Misra & Co., Cost Accountants (Firm Regn. No.: 000249), have been appointed as Cost Auditors of the Company to conduct the audit of the Cost Accounts of the Company in respect of its products Yarn and Recycled Polyester Staple Fibre respectively, for the financial year 2021-22.

As required under the Companies Act, 2013, the resolutions seeking Members ratification for the remuneration payable to Cost Auditors form part of the Notice convening the Annual General Meeting.

d, internal Auditors

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014, your Company engaged the services of M/s. Ashok & Ajai, Chartered Accountants, Kanpur, to conduct the Internal Audit of the functions and activities of the Company for the Financial Year 2020-21. Quarterly Internal Audit Reports are placed before the Audit Committee of the Company for its review.

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 Act and Rules framed thereunder.

RELATED PARTY TRANSACTIONS

During the financial year under review, all transactions entered into with Related Parties were in the ordinary course of business and on an arms length basis and they were placed before the Audit Committee for approval. Omnibus approval from the Audit Committee was obtained on annual basis for transactions of repetitive nature. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the Companys Related Party Transactions Policy. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. The related party transactions are disclosed under Note No. 34 of the Notes to the Standalone Financial Statements for the year ended 31st March, 2021.

The Companys Policy on Related Party Transactions is disclosed on the website of the Company at the link https://ganeshaecosphere.com/admin/UploadedFiles/ ContentImages/PoliciesAttachment/related-party-transaction. pdf

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY THE COMPANY

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars of loans given, investments made, guarantees and/ or securities provided along with the purpose for which the loan or guarantee or security were proposed to be utilized by the recipient are provided in the notes to the financial statements.

WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and the Listing Regulations, the Company has adopted Whistle Blower Policy for vigil mechanism for Directors and employees to report to the management about the unethical behaviour, fraud or violation of Companys code of conduct. The details of the policy are explained in the Corporate Governance Report.

The Policy has been posted on the website of the Company and may be accessed at the link https://ganeshaecosphere.com/ admin/UploadedFiles/ContentImages/PoliciesAttachment/ whistle-blower-policy.pdf

NOMINATION AND REMUNERATION POLICY

Our current Nomination and Remuneration Policy is to have an appropriate mix of Executive and Non-Executive Directors including the independent directors to maintain the diversity and independence of the Board.

The broad parameters covered under the Policy are -Attributes, Qualifications and Remuneration of Executive and Non Executive Directors including Independent Directors, KMP and Senior Management Personnel. It also covers performance evaluation criteria of the Board, its Committees and individual directors.

The Nomination, Remuneration and Board Diversity Policy of the Company is available on the website of the Company at the link https://ganeshaecosphere.com/admin/UploadedFiles/ ContentImages/PoliciesAttachment/Policy-on-Nomination- Remuneration-And-Board-Diversity.pdf. There has been no change in the policy during the year under review. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Policy.

BOARD EVALUATION

The Board of Directors at its meeting held on 25th January, 2021, has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act & Listing Regulations. Performance Evaluation of Independent Directors was done by the entire board, excluding the director being evaluated. The Evaluation Process was conducted through a structured questionnaire prepared after taking into consideration the various aspects laid down under the "Nomination, Remuneration and Board Diversity Policy" of the Company. The Board of Directors expressed satisfaction with the evaluation process.

In a separate meeting of Independent Directors held on 30th March, 2021, performance of non-independent directors, the Chairman of the Company and the Board as a whole was evaluated, taking into account the views of Executive Directors and other Non-Executive Directors. Independent Directors have also assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board and recorded their satisfaction with the flow of information.

RISK MANAGEMENT

Risk management is an ongoing process and embedded in the operating framework of the Company. Risk Management & Strategic Planning Committee of the Board has been entrusted for timely identification, evaluation and mitigation of all types of risks including strategic, financial, operational, sectoral and external environment risks. The Committee is responsible for formulating and reviewing the risk management plan/ policy and ensuring its effectiveness across the organization. The Audit Committee of the Board has an additional oversight in the risk management systems prevailing in the Company.

There are no risks which in the opinion of the Board are of the nature that can threaten the existence of the Company. However, the risks inter-se those are generally dealt in regular course of business and have to be taken care of, are fluctuations in foreign exchange rates and prices of raw material as well as finished products.

The Risk Management Policy has been uploaded on the Companys website and may be accessed at the link https://ganeshaecosphere.com/admin/UploadedFiles/ ContentImages/PoliciesAttachment/Risk_Management_- Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to focus on inclusive growth and improving lives by contributing towards communities around which it operates. In compliance with Section 135 of the Companies Act, 2013, the Company has undertaken CSR activities, projects and programs as provided in the CSR policy of the Company and as identified under Schedule VII to the Companies Act, 2013.

The detailed report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is set out as "Annexure C" and forms an integral part of this Report.

In order to incorporate the amendments notified through the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22nd January, 2021, the Board of Directors at their meeting held on 6th August, 2021 has amended the CSR policy of the Company. The CSR Policy may be accessed at the link https://www.ganeshaecosphere.com/ corporate-governance-policies.

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2) of Listing Regulations, a Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is provided in a separate section forming part of the Annual Report.

DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposit from public in terms of the provisions of Sections 73 and 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company, during the year, had accepted an amount of Rs.2.74 Crore as unsecured loans from the Directors and the balance outstanding as on 31st March, 2021 was Rs.4.25 Crore.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PARTICULARS OF EMPLOYEES

The Disclosure required under 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 E" and forms an integral part of this Report. The information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid Rules forms part of this report. However, as per first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and others entitled thereto. The said information is available for inspection by members at the registered office of the Company during business hours on all working days upto the date of ensuing Annual General Meeting. Any member interested in obtaining a copy thereof, may also write to the Company Secretary.

CORPORATE GOVERNANCE

As required under Schedule V to the Listing Regulations, a separate section on Corporate Governance together with Certificate from M/s. S. K. Gupta & Co., Practicing Company Secretaries, confirming compliance of the conditions of Corporate Governance, forms an integral part of this Report.

POLICY ON SEXUAL HARASSMENT

Prevention and control of sexual harassment at workplace constitutes an important part of corporate culture while aligning with best practices and improving management processes. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace with a mechanism of lodging complaints and has constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. No complaints were reported to the Board for sexual harassment of women at work place during the financial year 2020-21.

GENERAL

• The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

• The Company has not issued any shares (including sweat equity shares) to employees of the Company or its subsidiary under any scheme.

• There is no change in the Share Capital Structure of the Company during the year under review.

• There was no revision in the financial statements.

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• There has been no change in the nature of business of the Company.

• There is no proceeding initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record appreciation for the co-operation and support extended by various departments of the Central and the State Government(s), Bankers and Business associates.

Your Directors also wish to express their deepest appreciation to the employees at all levels, whose dedicated efforts, co-operation and unending support helped the Company in delivering results despite the challenges. We are also grateful to all the shareholders, customers, dealers, agents, suppliers and bankers of the Company for reposing continued trust, support and confidence in the management of the Company.

Place : Kanpur For and on behalf of the Board (Shyam Sunder Sharmma)
Date : 6th August, 2021 Chairman
DIN: 00530921