impex ferro tech ltd rights split bonus bonus Directors report

Dear Shareholders,

The Directors are pleased to present the 27th Annual Report of the Company together with Audited Accounts for the Financial Year ended 31st March, 2022.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended 31st March, 2022 is summarized below:

(Rs. in Lacs)

Particulars	Current Year 31.03.2022	Previous Year 31.03.2021
Revenue from Operations (net)	29,847.17	10,004.71
Other Income	594.81	1,192.44
Total Revenue	30,441.98	11,197.15
Profit before Finance Cost, Depreciation and Tax	1,258.91	(222.73)
Less: Depreciation & Amortisation	656.62	650.72
Less: Finance Cost	13.24	0.85
Less: Tax Expenses	-	-
Net Profit after Tax	589.05	(874.29)
Less: Exceptional Item	2,265.26	-
Other Comprehensive Income/(Loss) (net of Tax)	32.59	(10.00)
Total Comprehensive Income/(Loss)	(1,643.62)	(884.29)

Note: Figures of the previous year has been re-grouped/revised wherever necessary.

FINANCIAL AND OPERATIONAL REVIEW

During the year under review, the Company has achieved Net Sales/Revenue from operation of 29,847.17 Lacs as against 10,004.71 Lacs in previous year registering an increase of 198.33%. The Company incurred a profit of 589.05 Lacs as against loss of (874.29) Lacs in the previous year. The losses are mainly attributed due to liquidity crunches and increase in input cost. The Company has managed to contain the EBIDTA level profit at 1258.91 Lacs by curtailing costs.

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve due to the losses incurred during the financial year 2021-22.

DIVIDEND

In view of the losses incurred by the Company, the Directors of the Company do not recommend any dividend for the financial year 2021-22.

BOARD MEETINGS

The Board met eight (8) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CHANGES IN SHARE CAPITAL AND MEMORANDUM OF ASSOCIATION

There was no change in the Share Capital and Memorandum of Association and Articles of Association of the Company during the financial year 2021-22.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment

Mr. Ranjeet Kumar Burnwal (DIN: 07479341) Executive Director of the Company was appointed as an Additional Director on 13th November, 2021 and subsequently as Executive Director in the same Board Meeting for a period of three (3) years subject to various approvals as per law and the shareholders in the ensuing Annual General Meeting. An agreement was executed between the Company and Mr. Ranjeet Kumar Burnwal on 13th November, 2021 citing all the terms and conditions of appointment.

Mr. Subham Bhagat (DIN: 09070773) Chairman cum Managing Director of the Company has been re-appointed as Chairman cum Managing Director in the meeting of the Board of Directors held on 9th March, 2022 and approved by the shareholders through postal ballot held on 3rd June, 2022 for further period of two (2) years at a monthly remuneration of 25,000/-. An agreement was executed between the Company and Mr. Subham Bhagat on 9th March, 2022 citing all the terms and conditions of appointment.

Retirement

In accordance with the provisions of the Companies Act, 2013, Mr. Subham Bhagat (DIN: 09070773), retires by rotation and being eligible, offers himself for re-appointment.

Resignation

During the year Mr. Satish Kumar Singh (DIN: 05295625), Executive Director of the Company has resigned from the directorship of the Company w.e.f. 13th November, 2021 due to some personal and unavoidable reasons.

Key Managerial Personnels (KMPs)

Mrs. Richa Lath (PAN:BASPA7091L) was resigned from the post of Company Secretary & Compliance Officer of the Company with effect from 10th March, 2021 and again re-appointed as Company Secretary & Compliance Officer of the Company on 19th April, 2021.

Pursuant to the provisions of section 203 of the Companies Act, 2013, the KMPs of the Company as on date are:

1. Mr. Subham Bhagat, Chairman cum Managing Director

2. Mr. Sanjeet Kumar Gupta, Chief Financial Officer

3. Mrs. Richa Lath, Company Secretary

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and external agencies, the reviews performed by Management and the relevant Board Committees, the Board with the concurrence of the Audit Committee, is of the opinion that the Companys Internal Financial Controls were adequate and effective as on 31st March, 2022.

Accordingly, pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm:

a) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) that we 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 and loss of the Company for that period;

c) that 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) that the annual accounts have been prepared on a "going concern" basis;

e) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively; and

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

CREDIT RATING

During the year under review Credit Rating has not been done. The Companys credit rating for the last available year for Long-Term debts/facilities was ‘D and Short-Term facilities was ‘A4 (A Four) given by ICRA Limited.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, no Company has become or ceased to exist as the subsidiary of the Company. The Company has also not entered into any Joint Venture nor become an Associate Company during the year under review.

WEB ADDRESS OF ANNUAL RETURN

Pursuant to the provisions of the Companies Act, 2013 read with applicable rules made thereunder, the extract of Annual Return of the Company has been disclosed on the website of the Company at http://www.impexferrotech.com.

PUBLIC DEPOSITS

The Company has not accepted any deposits or unclaimed amount within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) rules, 2014.

INSURANCE

The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others are adequately insured.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as per Regulations 34(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company as the Company does not fall under top 500 listed companies on the basis of market capitalization.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 500 listed companies based on market capitalisation are required to formulate a Dividend Distribution Policy. Accordingly, the Company is not required to formulate the Dividend Distribution Policy.

AUDIT AND AUDITORS

STATUTORY A UDITOR

In terms of the Companies Act, 2013, M/s. R. Kothari & Co LLP (formerly known as R. Kothari & Co, FRN: 307069E), Chartered Accountants (FRN: E300266), were re-appointed as the Statutory Auditors of the Company for a term of One (1) year, from the conclusion of the ensuing Annual General Meeting till the conclusion of 28th Annual General Meeting. Accordingly, the term of M/s. R. Kothari & Co LLP. would be completed upon the conclusion of the ensuing Annual General Meeting. As per the provisions of the Companies Act, 2013, M/s. R. Kothari & Co LLP, Chartered Accountants have this last term for re-appointment.

The Board of Directors, after considering the recommendations of the Audit Committee, at its meeting held on 10th August, 2022 has recommended the re-appointment of M/s. R. Kothari & Co LLP, Chartered Accountants, (FRN: E300266) as the Statutory Auditors of the Company for a further period of One (1) year commencing from the conclusion of the ensuing Annual General Meeting till the conclusion of the 28th Annual General Meeting.

The Company has received consent cum eligibility letter from M/s. R. Kothari & Co LLP, Chartered Accountants to the effect that the appointment would be in accordance with limits specified under the Companies Act, 2013. As required under SEBI Regulations, they have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

A resolution proposing their re-appointment of M/s. R. Kothari & Co. LLP, Chartered Accountants as the Statutory Auditor of the Company, from the conclusion of the ensuing Annual General Meeting till the conclusion of the 28th Annual General Meeting of the Company, at a remuneration fixed by the Board of Directors, is submitted at the Annual General Meeting for approval of the members.

STATUTORY AUDITOR OBSERVATION

The Statutory Auditor has put the qualification remark in their report. The details are as follows:-

The Auditors have drawn attention to Note No. 35 of the accompanying financial statements regarding non provision of interest expense on the borrowings of the Company amounting to 4,910.44 lacs for the year ended 31st March, 2022 (Cumulative Non Provisioning of 22004.74 lacs till 31st March, 2022) and penal interest and charges thereof (amount remaining unascertained) which is not in accordance with the requirements of Ind AS 23: Borrowing Costs read with Ind AS 109: Financial Instruments. In view of pending finalisation of the restructuring plan with Rare Asset Reconstruction Limited, the financial impact if any pursuant to assignment agreement remain unascertained and not been provided for in the financial result which might have consequential impact on the reported figure of this year as well as earlier periods.

Had the aforesaid interest expense been recognized, the finance cost for the year ended 31st March, 2022 would have been 4,923.68 lacs instead of reported amount of 13.24 lacs. The total expenses for the year ended 31st March, 2022 would have been 37,028.63 lacs instead of 32,118.19 lacs. The Net Loss after tax for the year ended 31st March, 2022 would have been 6,586.65 lacs instead of 1676.21 lacs. Total comprehensive Loss for the year ended 31st March, 2022 would have been 6,554.06 lacs instead of reported amount of 1,643.62 lacs. Other equity as on 31st March, 2022 would have been (55,256.44 lacs) instead of reported amount of (33,251.70 lacs) and current financial liability as on 31st March, 2022 would have been 22020.79 lacs instead of reported amount of 16.05 lacs.

Our comments are as under:

The lenders have stopped charging interest on debts, since the dues from the Company have been categorized as Non- Performing Asset. The Company is in active discussion/negotiation with its lenders to restructure its debts at a sustainable level including waiver of unpaid interest. In view of the above, pending finalization of the restructuring plan, the Company has stopped providing interest accrued and unpaid effective 1st April, 2016 in its books. The amount of such accrued and unpaid interest not provided for stands at 4,910.44 lacs for the year ended 31st March, 2022 and accordingly the same has not been considered for compilation of Results for the year ended 31st March, 2022.

COST AUDITOR

In terms of section 148 of the Companies Act, 2013 read with rule 14 of the Companies (Audit and Auditors) Rules, 2014, on the recommendation of Audit Committee, the Board of Directors has reappointed M/s. A.J.S. & Associates, Cost Accountants (FRN: 000106), as Cost Auditor of the Company, at a remuneration of 40,000/- plus applicable taxes and re-imbursement of out of pocket expenses incurred by them to conduct an audit of the cost accounting records maintained by the Company for the current financial year beginning from 1st April, 2022 and ending on 31st March, 2023.

As required under section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditor is being placed at the ensuing Annual General Meeting for ratification by the members.

COSTRECORDS

The Company has duly prepared and maintained the cost records of the business activities carried out by the Company during the financial year 2021-22 as required pursuant to the provisions of section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014.

SECRETARIAL AUDIT REPORT

In terms of section 204 of the Companies Act, 2013 and rules made there under, Mr. K. C Dhanuka of M/s. K. C Dhanuka & Co. have been appointed as Secretarial Auditor of the Company for the financial year 2021-22. The report of the Secretarial Auditor in Form MR-3 is enclosed as Annexure-I to this report.

SECRETARIAL AUDITOR OBSERVATION

The Secretarial Auditor has the following observation in Form MR-3 enclosed as Annexure-I

i. The Company has defaulted in payment of statutory dues within the prescribed time.

ii. The Company has delayed in submission of Financial Results for the quarter ended 30th June, 2021 to NSE by 3 minutes as required by Regulation 30 read with Schedule III of LODR-2015.

iii. The Company has delayed in submission of Annual Reports for the year ended 31st March, 2021 as required by Regulation 34 of SEBI (LODR) Regulations, 2015

Our comment is as under:

i. Statutory payments were delayed mainly due to poor liquidity position.

ii. The delay was made due to some technical error.

iii. The delay was made due to some technical error.

SECRETARIAL COMPLIANCE REPORT

Pursuant to SEBI Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 and Regulation 24(A) of the SEBI Listing Regulations, Secretarial Compliance Report for the financial year ended 31st March, 2022 issued by M/s. K. C Dhanuka & Co., (Prop. Mr. K. C Dhanuka, FCS - 2204), Practicing Company Secretary is annexed herewith and marked as Annexure-II to this report. The Secretarial Compliance Report does not contain any qualifications, reservation or adverse remarks.

INTERNAL A UDITOR

In terms of section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, on the recommendation of Audit Committee, the Board of Directors has re-appointed M/s. NR & Associates, Cost Accountants, (FRN: 102903) as Internal Auditor of the Company for the financial year 2022-23 at a remuneration fixed by the Board of Directors of the Company in consultation with the Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM

The Companies Act, 2013 has mandated the Company to have a formal framework of Internal Financial Controls (IFC) and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.

The financial control system and framework is required to ensure:

• The orderly and efficient conduct of its business,

• Safeguarding of its assets,

• The prevention and detection of frauds and errors,

• The accuracy and completeness of the accounting records and

• The timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented as part of Internal Affairs and Financial Control (IAFC) framework and take necessary corrective actions, where weaknesses are identified as a result of such reviews. This review covers entity level controls, fraud risk controls and information technology environment.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the Companys policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information. Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect our IFC. The management has also come to the conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

The Statutory Auditor of the Company has audited the IFC over Financial Reporting and their Audit Report is annexed to the Independent Auditors Report under Financial Statements.

DETAILS RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND EMPLOYEES OF THE COMPANY

Disclosure pertaining to remuneration and other details as required under section 134(3)(q), 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boards Report as Annexure-III.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) rules 2014, is annexed to this report as Annexure- IV.

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

The Board has formulated a Code of Conduct for the Board Members and Senior Management of the Company, which has been posted on the website of the Company.

It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code and a confirmation to that effect has been obtained from the Directors and the Senior Management.

PREVENTION OF INSIDER TRADING

The Company already had a structured Code of Conduct for Prevention of Insider Trading, with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code has been further streamlined to keep parity with the Companies Act, 2013 and SEBI (Prohibition of Insider Trading) Regulations, 2018 and be named as ‘Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders which is also displayed on the website of the Company www.impexferrotech.com.

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All the Directors and designated employees, who hold any shares in the Company, have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS

To the best of our knowledge, the Company has not received any such order by Regulators, Courts or Tribunals during the year under review which may impact the Going Concern status or the Companys operations in future during year under review. The Company has complied with all the requirements of the Uniform Listing Regulations with the Stock Exchanges as well as regulations and guidelines of SEBI.

MATERIAL CHANGES AFFECTING THE COMPANY

The overall ferro alloys industry has been severely impacted by significant rises in input costs and scarcity of manganese ore due to the war in Ukraine and lockdowns in China. This has significantly impacted availability of key raw materials alongwith disruptions in the supply chain. The rising inflation and Indian government policy of keeping the prices in check by imposing various duties on the steel sector has further aggravated the situation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. 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 policy of the Company on materiality of related party transactions between the Company and the Directors, the management, or the relatives except for those disclosed in the Financial Statements. The Company has seeked omnibus approval for Related Party Transactions as per Regulation 23(3) of SEBI LODR Regulations, 2015 for the Financial Year 2021-22.

Accordingly, particulars of contracts or arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies Act, 2013 in Form AOC-2 (Annexure V) is NIL.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration. A note on Remuneration Policy has been made a part of the Corporate Governance Report.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy provides for identification of risk, its assessment and procedures to minimize risk. The policy is periodically reviewed to ensure that the executive management controls the risk as per decided policy.

DISCLOSURE UNDER SEXUAL HARASSMENT OF EMPLOYEE AT WORKPLACE

The Company has a policy on Sexual Harassment in line with the requirements of the Sexual Harassment of any employee at workplace. The Internal Complaint Committee will redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The details related to complaints pertaining to sexual harassment during the financial year 202122 is covered under the Corporate Governance Report which forms part of this Annual Report.

PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

During the year under review, there were no proceedings were carried out under Insolvency and Bankruptcy Code, 2016.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the Industry. The familiarisation programmes policy and details of familiarisation programme provided to the Directors of the Company is available on the Companys website www.impexferrotech.com.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

In line with the provisions of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) policy for the development of programmes and projects for the benefit of weaker Sections of the society and the same has been approved by the CSR Committee and the Board of Directors of the Company. The Company has not spent any amount in CSR activities since the Company has incurred losses during the last 3 years eroding the entire net worth.

VIGIL MECHANISM POLICY

In terms of section 177 of the Companies Act, 2013, rules framed thereunder and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organisation can be communicated. For this purpose, the Board has a Vigil Mechanism Policy and the same has been uploaded on the website of the Company i.e. www.impexferrotech.com. The policy provides access to the Chairman of the Audit Committee in certain circumstances. During the year under review, there has been no incidence reported which requires action by the Audit Committee.

PERFORMANCE/BOARD EVALUATION

In pursuance to section 134 of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc.

The Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the functioning of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the Non Independent Directors, the details of which are covered in the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on Corporate Governance as stipulated under the above Regulation forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Managements Discussion and Analysis for the year under review, as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is presented in a separate Section forming part of this Annual Report.

CEO/CFO CERTIFICATION

As required by Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the CEO/CFO certification has been submitted to the Board and forms an integral part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

AWARDS & ACHIEVEMENTS

During the year under review the Company has not received any awards.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. The Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable.

The Company has made arrangement with CDSL/NSDL/RTA for updating the email address of the concerned shareholders for supply of Annual Report in electronic means due to non-printing of Annual Report physically for the outbreak of novel Corona Virus (CoVID-19).

To support the ‘Green Initiative, the members who have not registered their email addresses are requested to register the same with the Registrar & Share Transfer Agent/Depositories for receiving all communication including Annual Report, Notices, Circulars etc from the Company electronically.

OTHER DISCLOSURE REQUIREMENTS

• The disclosures and reporting with respect to issue of equity shares with differential rights as to dividend, voting or otherwise is not applicable as the Company has not issued any such shares during the reporting period.

• The disclosures and reporting on issue of shares (including sweat equity shares and issue of shares under Employees Stock Option Scheme) to employees of the Company under any scheme are not applicable as the Company has not issued any such shares during the reporting period.

• As far as possible, the Company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2.

• There is no change in the nature of the business of the Company.

APPRECIATION

The Directors wish to extend their thanks and appreciation for the valuable and continued support received from the Shareholders, Companys Bankers, Central and State Government Authorities, Stock Exchange(s), Depository Participants (DPs) and all other Business Associates for the growth of the organisation.

The Directors also wish to place on record their deep appreciation to all the employees for their commitment and continued contribution to the Company.