J D Orgochem Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 46th (Forty Sixth) Annual Report on the business and operations of the Company together with the Audited financial statements for the year ended 31st March, 2020.

1. FINANCIAL SUMMARY

The audited financial statements for the financial year ended 31st March, 2020, forming part of this 46th Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate Affairs.

Comparative key figures pertaining to financial performance of your Company is provided herein below:

(Amt in )

particulars FY 2019-2020 FY 2018-2019
Revenue from Operations 15,015,000 17,880,000
Other Income 2,201,940 28,760,400
Total Income 17,216,940 46,640,400
Profit/(Loss) before exceptional item, extraordinary item and depreciation (3,679,351) 24,230,439
Depreciation (7,026,685) (7,026,685)
profir/(Loss) before Exceptional Item, Extraordinary Item and Tax (10,706,036) 17,203,754
Exceptional Item - -
profit/(Loss) before Tax (10,706,036) 17,203,754
Tax expense - prior year 6,94,124 1,608
profit/(Loss) for the year (11,400,160) 17,202,146
Other comprehensive income/(loss) 39,480 (216,514)
Total comprehensive income/(loss) for the year (11,360,680) 16,985,632
Earnings per share:
- Basic (0.86) 1.28
- Diluted (0.86) 1.28

2. Dividend

In view of the loss incurred, the Directors have not recommended any dividend on the equity shares for the Financial Year ended 31st March, 2020.

3. transfer to reserves

In view of the loss incurred for the Financial Year 2019-2020, no amount is proposed to be transferred to any reserves.

4. REVIEW OF pERFORMANCE

During the financial year under review the revenue from operations aggregated to 150.15 Lakh as against 178.80 Lakh during the previous financial year. The Company made Loss before accounting for depreciation, exceptional, extraordinary item and comprehensive income amounting to 36.79 Lakh during the financial year under review as against profit of 242.30 Lakh during the previous financial year. However, the net loss during the year, before accounting for exceptional item, extraordinary item and Tax and comprehensive income was 107.06 Lakh as against net Profit of 172.04 Lakh during the previous financial year.

5. SHARE CApITAL

The issued, subscribed and paid-up Equity Share Capital of your Company as on 31st March, 2020 was 132.50 Lakh divided into 1,32,50,000 Equity Shares of face value of 1/- each. Your Company has not issued any Equity Shares during the Financial Year 2019-2020. There was no change in Share Capital during the year under review.

6. STATE OF COMpANYS AFFAIR

In view of heavy cost involved in restarting of manufacturing operations, the Company could not undertake the manufacturing activity at Patalganga unit. Also litigation in the matters related to labour matters is another hurdle requiring resolution before commencement of production activity. During the financial year under review, the Company continued trading activity but could not achieve the desired level of sales revenue. Operating loss, before other income, for the year under review was 47.19 lakh as compared to 44.82 during the previous year.

7. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of your Company.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMpANYS OpERATIONS IN Future

Pursuant to the provision of Section134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the financial year under review, there are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

9. ADEQUACY Of INTERNAL Financial CONTROL

The Company follows appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information in the compliance of Companys objective efficiently.

Your Company has an adequate internal financial control system in accordance to the size of the Company and nature of business. Further an Independent Internal Auditor, who is a qualified Chartered Accountant, reviews the internal control systems on a regular basis for its effectiveness and necessary changes and suggestions which are duly incorporated into the system. Internal Auditor submits its Internal Audit Report on a periodical basis and the same is placed before the Audit Committee at its meeting and at Board meeting for their review and noting.

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL pOSITION OF THE COMpANY WHICH HAVE OCCURRED BETWEEN END OF THE FINANCIAL YEAR OF THE COMpANY AND DATE OF THIS REpORT

The COVID-19 pandemic has severely disrupted business operations due to nation-wide lockdown and other emergency measures imposed by the Central & State Governments. The Operations of the Company were impacted due to shutdown of plants and Offices following the nation-wide lockdown. The Company continues with its operations in a phased manner in line with the directives from Central & State Governments & local authorities.

The Company has evaluated the impact of this pandemic on its business operations and based on its review and current indicators of future economic conditions, there can be immediate impact on its business operations of the Company but in the long term there may not be significant impact. The actual impact of the global health pandemic may be different from that which has been estimated, as the COVID-19 situation evolves in India and globally. The Company will continue to closely monitor any material changes to future economic conditions.

11. ANNUAL EVALUATION OF pERFORMANCE OF BOARD, ITS COMMITTEES AND THE INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of Companies (Accounts) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the individual Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the performance evaluation process for the Board, its Committees and of Individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. Nomination and Remuneration Committee also carried out evaluation of every Directors performance, the performance of the Board, its Committees. Evaluation parameters of the Board and Committees were mainly based on Policy adopted by the Board and also considered Disclosure of Information, key functions of the Board and Committees, responsibilities of the Board and Committees, Corporate Governance Norms etc. The Board/ Committee structure and composition, frequency of board meetings, participation of Directors in the meeting, execution and performance of specific duties of the Board of Directors, review of boards competency, experience, contribution etc. as additional Parameters.

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole at its Separate Independent Director Meeting. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

12. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORpTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the provision of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant data pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo are provided in ANNEXURE-1 of this Report.

13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All transactions that were entered into with the related parties during the financial year ended 31st March, 2020 were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Related Party Transactions are placed before the Audit Committee for review and approval of the Committee on a quarterly basis. Also the Company has obtained prior omnibus approval for Related Party Transactions occurred during the year for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arms length.

Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. 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.

During the year under review, your Company has entered into transactions with related parties which are material as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the details of said transactions have been disclosed in the financial statements forming part of this annual report.

Further there are no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large except as stated in the Financial Statements. The Company has adopted a material related party transactions Policy approved by the Board and is displayed on the Companys website and the weblink of the same is http://www.idorgochem.com/pdf/policies/policy%20 on%20Material%20Related%20party%20Transaction.pdf

14. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Parag Sharadchandra Kothari (DIN: 00184852), Non-Executive Director of the Company retires by rotation at the ensuing 46th Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the 46th ensuing Annual General Meeting. Brief profile of Parag Sharadchandra Kothari (DIN: 00184852), has been given in the Notice convening the 46th Annual General Meeting.

Pursuant to expiry of first term, Umesh Trikamdas Chandan (DIN: 00184677) and Mitesh Dilip Sejpal (DIN: 06562026), seek for re-appointment as Independent Director of the Company for a second term of 5 (Five) consecutive years with effect from 24th September, 2019.

During the financial year 2019-20, the Company at its 45th Annual General Meeting held on 20th September, 2019 took approval of Members by way of passing special resolution for appointment of Suhas Balkrishna Jande (DIN: 08384902) as Whole-Time Director of the Company for a period of 2 (two) years with effect from 27th March, 2019 to 26th March, 2021.

15. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Your Company has not accepted deposits from public within the meaning of Section 73 of the Companies Act, 2013 and rules framed thereunder. Further there are no deposits outstanding hence there were no instances inviting non compliance of the requirements of Chapter V of the Companies Act,2013.

16. DEBENTURES AND DEBENTURE TRUSTEE

As on 31st March, 2020, there were 16,04,000 Zero Coupon Non-Convertible Debentures outstanding having face value of 100/- each. IDBI Trusteeship Services Limited acts as Debenture Trustee of the Company having their registered office at Ground floor, Asian Building 17 Kamani Marg, Ballard Estate, Mumbai - 400 001.

However due to the impact of disruptions on account of COVID-19 pandemic and severe financial constraints, weak market situation and labour issues, the Company had requested the debenture holder for extension of moratorium period for repayment of Zero Coupon Non-Convertible Debentures by one year. The debenture holder had accepted the same and agreed on revised repayment schedule for redemption of Zero Coupon Non-Convertible Debentures, which are now falling due in ten quarterly installments along with premium of 50% commencing from 30th June, 2021 to 30th September, 2023,

17. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form No. MGT-9 for the financial year ended 31st March,2020 made under the provisions of Section 92(3) of the Companies Act, 2013 is annexed as ANNEXURE-II which forms part of this report and is also available on the Companys website viz. http://www.idorgochem.com/pdf/ShareholderInformation/StatutoryInformation/ AnnualCompliance/2019-20/Extract%20of%20Annual%20Return.pdf.

18. MEETINGS OF THE BOARD AND THEIR COMMITTEES

a) Board- The composition of your Board is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Companys Board comprises of 6 (Six) directors which includes Parag Sharadchandra Kothari, Chairman and Non-Executive Director, Nikhil Sharadchandra Kothari - Non-Executive Director, Bharati Ravindra Chandan - Independent Woman Director, Mitesh Dilip Sejpal - Independent Director, Umesh Trikamdas Chandan - Independent Director and Suhas Balkrishna Jande - Whole-Time Director. During the financial year under review, 4 (Four) Board Meetings were held. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been set out in the Corporate Governance Report annexed as ANNEXURE-V, which forms part of this Report.

b) Audit Committee - The Audit Committee consists of 3 (three) Independent Directors and 1 (one) Executive Director with Umesh Trikamdas Chandan as Chairman of the Committee. The other members of the Audit Committee consists of Mitesh Dilip Sejpal, Bharati Ravindra Chandan and Suhas Balkrishna Jande.

c) nomination and Remuneration Committee - The Nomination and Remuneration Committee consists entirely of Independent Directors with Mitesh Dilip Sejpal as Chairman of the Committee. The other members of the Nomination and Remuneration Committee are Umesh Trikamdas Chandan and Bharati Ravindra Chandan.

d) Stakeholders Relationship Committee - The Stakeholders Relationship Committee consists of Umesh Trikamdas Chandan as Chairman of the Committee. The other members of the Stakeholders Relationship Committee are Parag Sharadchandra Kothari and Nikhil Sharadchandra Kothari.

The terms of reference of all the Committees, details of meetings of the Committees and attendance of the directors held during the financial year ended 31st March, 2020 are set out in the Corporate Governance Report annexed as ANNEXURE- V which forms part of this Report.

19. DIRECTORS RESpONSIBILITY Statement

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013 ("the Act"), the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2020 and of the profit of the Company for the year ended on that date;

(iii) that the Directors 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;

(iv) the annual accounts have been prepared on a going concern basis;

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. reporting of fraud by auditors

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.

21. DECLARATION BY INDEpENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Secretarial Standards, Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate meeting of independent directors was held on 11th February, 2020 and considered the following agenda at the meeting:

a) Review the performance of Non - Independent Directors and the Board of Directors as a whole;

b) Review performance of the Chairman, taking into account the views of the Executive Directors and Non - Executive Directors;

c) Assess the quality, quantity and timelines of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

23. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF AN INDEPENDENT DIRECTOR AND CRITERIA For EVALUATION

The appointment of the Directors and their remuneration is as per Policy of the Company which also mentions the criteria for determining qualifications, positive attributes and independence of Directors. The Policy along with the Board Diversity Policy aims at appointing individuals of high calibre and from diverse background and with varied experience to serve on the Board for guiding the management team to enhance organizational performance. The detailed Remuneration Policy is mentioned in the Corporate Governance Report attached to the report as ANNEXURE-V.

24. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

a) Statutory Auditors report - The observations made in the Auditors Report of Hiren C. Sanghavi & Associates, Chartered Accountants, read together with relevant notes thereon, are self-explanatory and hence do not call for any comments. There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in his Report during the year under review.

b) Secretarial Auditors Report - During the year under review, Shilpa Mishra, partner of M/s. KDT & Associates, Company Secretaries carried out the secretarial audit and signed the Report. The report of Secretarial Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The Secretarial Audit Report in Form MR-3 is annexed as ANNEXURE-III, which forms part of this Report.

c) Cost Audit Report -The Company is not required to conduct a Cost Audit hence there was no Cost Audit Report placed at the Board.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements forming part of this annual report.

26. PREVENTION OF SEXUAL HARASSMENT

Your Company believes that all employees have the right to be treated with dignity and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and matters connected or incidental thereto.

Further in compliance of the aforesaid Act, Company has also set up an Internal Complaints Committee to redress the complaints received from employees irrespective of them being permanent, contractual or temporary trainees. Details of the complaints relating to the incidents of sexual harassment and workshop conducted by the Company are mentioned below:

Number of complaints pending at the beginning of the financial year NIL
Number of complaints received during the financial year NIL
Number of complaints disposed off during the financial year NIL
Number of complaints pending at the end of the financial year NIL
Number of workshops conducted during the financial year 1

The Company has also uploaded the Policy on Prevention of Sexual harassment at workplace on the website of the Company and the weblink of the same is http://www.idorgochem.com/pdf/policies/Policy%20on%20Sexual%20Harassment%20of%20 Employee.pdf.

27. SAFETY, HEALTH AND ENVIRONMENT

Health and safety of the employees are considered one of the most important and integral aspects of the work. All the requisites steps towards fulfilling safety requirements and norms are adopted by the Company and its employees. Company ensures that the workmen are well aware of the safety procedures required to be followed while doing any activity of production. The Company ensures compliances of regulatory requirements under environmental laws.

28. RISK MANAGEMENT

The Company is not required to comply with the Regulation 21 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. However, the Company makes constant effort to identify, assess, report and monitor the risk associated with the business of the Company. The policy for risk management is updated in the website of the Company and the weblink of the same is http://www.jdorgochem.com/pdf/policies/Risk%20Management%20policy.pdf

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013, relating to CSR is not applicable to the Company as the Company is incurring losses since previous financial years.

30. particulars of employees

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is annexed as ANNEXURE - IV and forms an integral part of this Report. A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is maintained as separate Annexure and forms an intergral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, on all days (excluding Saturdays and Sundays) between 11:00 a.m. to 1:00 p.m. upto the date of the 46th Annual General Meeting.

31. corporate governance

Your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. Your Company complies with all mandatory requirements as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Report on Corporate Governance along with the Auditors Certificate on its compliance is annexed as ANNEXURE - V to this Boards Report. A declaration signed by the Chairman in regard to compliance with the Code of Conduct by the Board members and Senior Management Personnel also forms part of the Corporate Governance Report.

32. AUDITORS

a) Internal Auditor - Your Company had appointed Nisha Mody of M/s. Nisha Mody & Associates, Chartered Accountant as an Internal Auditor for the financial year 2019 -2020. She has conducted the Internal Audit of the Company on periodical intervals and reports of the same were placed before the Audit Committee Meeting and Board of the Directors meeting for their noting and approval.

b) Secretarial Auditor - In compliance with the provisions of Section 204 of the Companies Act, 2013 and rules framed thereunder, the Board of Directors had appointed M/s KDT & Associates, Practicing Company Secretary for the financial year 2019-2020 to carry out secretarial audit of the Company.

c) Statutory Auditor - M/s. Hiren C. Sanghavi & Associates (Firm Registration Number: 112057W) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on 27th September, 2017 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. The said appointment was subject to ratification by the Members at every subsequent AGM held after the AGM held on 27th September, 2017. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from 7th May, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

d) Cost auditor - Your Company is not statutorily required to conduct Cost Audit hence Report of the same for the financial year ended 31st March, 2020 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

33. INSURANCE

All the assets of the Company are adequately insured.

34. VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and requirements of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a vigil mechanism which has been incorporated in the Whistle Blower Policy for Directors and employees to report genuine concerns. The Whistle Blower Policy also provides for adequate safeguards against victimization of persons who use vigil mechanism and for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy is uploaded on the website of your Company and the weblink of the same is http://www.idoraochem.com/pdf/policies/Whistle%20Blower%20Policv.pdf

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) read with the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is required to annex Management Discussion and Analysis Report of the Company to the Annual Report. In compliance of the above mentioned provisions, said report for the financial year ended 31st March, 2020 forms part of this report and is attached as ANNEXURE - VI.

36. BOARD DIVERSITY

Your Company strongly believes having a diverse Board enhances the quality of decisions. Directors from varied background, experience and expertise will assist Company to view larger picture and analyse all aspects of business thereby resulting in better decision making and enhancing the business prospects. In view of the same, your Company has adopted a Board Diversity Policy and it has been displayed on the website of the Company and the weblink of the same is http://www.idoraochem.com/pdf/ policies/Board%20Diversitv%20Policv.pdf

37. GREEN INITIATIVES

Your Directors would like to draw your attention that as per Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as may be amended from time to time, permits paperless compliances and also service of notice/documents (including Annual Report) through electronic mode to its Members. Your Company requests and has consistently encouraged Members to take necessary steps for registering their e-mail ids so they can be a part and contributes towards greener environment.

38. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has followed requisite Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable in preparation of financial statements.

39. HUMAN RESOURCES

Employees are considered to be one of the most important assets and one of the most critical resources in the business which maximize the effectiveness of the organization. Human resources build the enterprise and create the sense of belonging that would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Polices and Systems.

As reported earlier, the possession of the erstwhile Turbhe unit of the Company was taken over by majority of secured creditors under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) on 29th December, 2006. As regards to the legal matters pertaining to certain workmen of the said Turbhe Unit, pending before various courts and legal forums, there is no material change during the year.

Dues of the workers at Patalganga unit, as already informed, were settled and paid pursuant to the consent order passed by the Honble High Court of Bombay in October, 2003. However, certain workers filed an appeal against the consent order before the Division bench of the Honble High Court, Bombay, which was dismissed in July, 2005. Thereafter an appeal filed before Honble Supreme Court of India by the aforesaid workmen was subsequently withdrawn by the concerned workers. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner Labour, Panvel, Dist. Raigad. On failure of the conciliation proceedings, the Labour Commissioner referred the matter to Industrial Tribunal, Thane, for adjudication. The Company challenged the order of adjudication passed by Labour Commissioner, before the Division Bench of Honble High Court, Bombay and as per the directions given by the Honble High Court, Bombay the said adjudication before the Industrial Court has been stayed and the matter is pending. As such there is no change in status of matter during the year.

40. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government.

41. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

a) The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) The Company has not issued any equity shares under Employees Stock Option Scheme during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

42. ACKNOWLEDGEMENT AND APPRECIATION

Your Board expresses their gratitude towards all the employees of the Company for their sincere, consistent and dedicated efforts

towards the Company. They would also like to thank all other stakeholders of Company viz; Bankers, Suppliers, Customers and

Financial Institution for their continued cooperation and support received by the Company.

For and behalf of the Board
parag Sharadchandra Kothari
place: Mumbai Chairman
Date: 14th July, 2020 Din:00184852