Jenburkt Pharmaceuticals Ltd Directors Report.

Your directors present their report on the business and operation of your Company ("the Company" or "Jenburkt") along with the audited financial statements of the Company and auditors report thereon for the financial year ended on 31st March, 2021.

1. Summary of Financial Performance:

(Rs. in Lacs)

Particulars Year ended 31st March, 2021 Year ended 31st March, 2020
Revenue from operations 10,929.42 11,889.09
Other income 430.85 421.83
Cost of sales 9,196.10 10,197.14
Profit before tax 2,164.17 2,113.78
Tax expenses 513.93 585.77
Profit after tax 1,650.24 1,486.96
Other comprehensive income 195.96 233.38
Total other comprehensive income, net of tax 1,846.20 1,253.57
Earnings per share (EPS)
(Basic & Diluted in ) 35.96 32.40
Reserves and Surplus 9,387.69 7,541.49

The above financial figures for the financial year ended 31st March, 2020 and 2021 are in accordance to Indian Accounting Standards (IND-AS). Your Company has adopted IND-AS with effect from 1st April, 2017.

The total revenue from the operations of the Company stood at Rs.10,929.42 Lacs for the financial year 2020-21, as against Rs.11,889.09 Lacs, recorded for the financial year2019-20.

The profit before tax stood at Rs.2,164.17 Lacs for the financial year 2020-21, as against Rs.2,113.78 Lacs recorded for the previous financial year 2019-20. The profit after tax stood at Rs.1650.24 Lacs for the financial year 2020-21, as against Rs.1,486.96 Lacs recorded for the financial year2019-20. The EPS of the Company for the financial year 2020-21, increased to Rs.35.96 from Rs.32.40 recorded for the financial year2019-20.

2. Dividend and Reserves:

A dividend of Rs.10.20 (102%) has been recommended by the Directors on 4589378 equity shares of the Company of Rs.10/-, for the financial year 2020-21. The divided as recommended by the Board for the financial year 2020-21 will absorb 468.12 Lacs, subject to applicable TDS.

With effect from financial year 2021-22, the dividend declared by the Company will be subject to the tax deducted at source (TDS). Kindly refer to notes to the Notice convening the 36" AGM, in this regard.

In the previous financial year, a dividend of Rs.8.10 per share (interim), was declared by the board at their meeting held on 6" March, 2020. Rs.371.74 Lacs, excluding dividend distribution tax, was absorbed for the interim dividend forfinancial year2019-20.

As on 31st March, 2021 the reserves and surplus amount stood at Rs.9,387.69 Lacs as compared to Rs.7,541.49 Lacs as on 31st March, 2020 a rise of 24.48%.

The AGM is scheduled on Tuesday, 7th September, 2021. The register of members and share transfer books will remain closed from Wednesday, 1st September, 2021 to Tuesday, 7th September, 2021 (both days inclusive), for the purpose of payment of dividend and 36th AGM. The cut-off date for recognition of members eligible for e-Voting is 31st August, 2021.

3. Management Discussion &Analysis Report:

a. Overview of Indian pharmaceutical industry structure, development and important changes:

The Indian pharmaceutical industry has achieved significant growth in both domestic and global markets during the past five decades. From contributing just 5% of the medicine consumption in 1969 (95% share with the global pharma), the share of "Made in India" medicines in Indian pharmaceutical market is now a robust 80% in 2020. More importantly, during the same period, the country has also established a leading position in the global pharmaceutical market. The pharmaceutical sector has been contributing significantly to Indias economic growth as one of the top 10 sectors in reducing trade deficit and attracting the Foreign Direct Investment (FDI). The drugs and pharmaceuticals sector attracted cumulative FDI inflow worth US$16.54 billion between April 2000 and June 2020. The pharmaceutical industry in India contributes more than 20% by volume of the global generics market and 62% of the global demand forvaccines.

As per the trends so far, the Covid-19 pandemic is expected to have far-reaching effects globally. While it is difficult to predict with certainty the scale and spread of the Coronavirus disease. The impact on international economics, politics and society is significant .Policy makers are facing unprecedented challenges in financing health welfare programs. Many health systems are already stretched and underfunded. They have been further constrained by the increasing number of Covid-19 patients. It is difficult to predict how international economies will be affected over the coming months.

Ma ny cou ntries a re experiencing the second or third wave of the virus, resulting in new lockdowns and restrictions. Macroeconomic and geo-political changes due to the pandemic is adversely affecting economies across the world. Global GDP has shrunk.

As the entire world faces this unprecedented crisis this is an opportunity for the Indian pharma industry to consolidate on its competitive advantages and reignite innovation-led industrial growth.

Covid-19 has clearly highlighted the importance of a strong health care system, the lack of which can put an entire nations economy and society at risk. As India continues to fight Covid-19 and stabilize its economic growth trajectory, it is the right time for the country to apply learnings from the challenges that emerged during the pandemic. There is a need to swiftly develop the required healthcare infrastructure and make it available to the entire population. The Indian pharma industry has been a key contributor in improving the countrys healthcare and economic outcomes. The pandemic has accelerated several opportunities and challenges for the industry. While the growing trust deficit with China presents an opportunity for India, there is increasing competition from other countries, such as Vietnam. India is also dependent on China for ~two third of its imports of bulk drugs or drug intermediaries. To emerge as a winner in the post-pandemic world, the industry needs to continue building on its strength and at the same time make a giant leap towards innovation. New capabilities need to be introduced across the business functions to bring efficiencies and to help industry move up the value chain. Government also needs to provide the right enablers and business environment conducive for growth.

Government Initiatives

Some of the initiatives taken by the Government to promote the pharmaceutical sector in India are as follows:

• In November 2020, Prime Minister, Narendra Modi dedicated two future-ready national premier Ayurveda institutions to the country to mark celebrations of the 5th Ayurveda Day. Also, World Health Organization (WHO) announced the setting up of the Global Centre of Traditional Medicine in India.

• On October 15, 2020, India and the Netherlands unveiled plans to collaborate with an aim to provide digital health facilities and security to all citizens. Part of Indias National Digital Health Mission (NDHM), through this cooperative initiative, the two countries will work closely to create capacities and put in place the requisite technology to enable this initiative.

• In September2020, the government announced production linked incentive (PLI) scheme for the pharmaceutical industry worth Rs.15,000 crore (US$ 2.04 billion).

• India plans to set up a nearly Rs.1 lakh crore (US$ 1.3 billion) fund to provide boost to companies to manufacture pharmaceutical ingredients domestically by2023.

• Under Budget 2020-21, Rs.65,012 crore (US$ 9.30 billion) has been allocated to the Ministry of Health and Family Welfare is. The Government has allocated Rs.34,115 crore (US$ 4.88 billion) towards the National Health Mission under which rural and urban people will get benefited.

• Rs.6,400 crore (US$ 915.72 million) has been allocated to health insurance scheme Ayushman Bharat - Pradhan Mantri Jan Arogya Yojana (AB- PMJAY).

• The National Health Protection Scheme is the largest Government funded healthcare programme in the world, which is expected to benefit 100 million poor families in the country by providing a cover of up to Rs.5 lakh per family per year for secondary and tertiary care hospitalisation. The programme was announced in Union Budget 2018-19.

• The Government of India is planning to set up an electronic platform to regulate online pharmacies under a new policy to stop any misuse due to easy availability.

• Government of India unveiled Pharma Vision 2020 to make India a global leader in end-to-end drug manufacture. Approval time for new facilities has been reduced to boost investment.

b. Business performance, opportunities and outlook:

The Indian pharmaceutical industry has proved to be a dependable supplier of quality drugs in a time of global need on account of the Covid-19 pandemic, and is expected to reach a size of $130 billion by 2030. Following the onset of the pandemic, the Indian pharmaceutical industry has shown its role as a reliable supplier of drugs and medical devices in a time of need. India has been serving more than 200 countries with its pharmaceutical products and will continue to do so. India will continue to strive to achieve and maintain a leadership position in the manufacturing and supply of high-quality generic medicines and medical devices.

FAVIVENT ~ Covid-19, had a significant impact globally and with immense pride we make a note that your Company played an important role in the fight against Covid-19. While the nation was suffering from severe lack of treatment options your Company with an intention to serve the nation was 02nd in the country to launch Favipiravir tablets a product for mild to moderate Covid-19, under the brand name FAVIVENT.

During these uncertain and scary times of the Covid-19 pandemic, your Company was committed to releasing a solution as a service to the Nation and its people and had to ensure Favivent was launched at almost half the market price at the time. Favivent was priced at Rs.39 / tablet while the only other product available then was at Rs.75 / tablet. Your Company always felt that this was a once in a lifetime opportunity to serve people and the nation even though Jenburkt was only the second to introduce this product in the country. Your Company followed its ethos given as a legacy by the founders - which is also strikingly reflected in the Companys mission and vision statement.

Your Company stood firm, with full support from the board of directors, entire leadership team and ensured that the product is freely available in spite of initial disturbances in availability.

Your Companys decision to price Favipiravir tablets so low , to serve the nation , not only prompted many to reduce the prices of their Favipiravir tablet, but also set the tone for pricing of future launch of 400 mg and 800 mg Favipiravir tablets, based on the low pricing of FAVIVENT 200 mg tablets.

Your Company also encouraged other pharmaceutical companies to price their Favipiravir tablets low - as it was the time for the Indian pharmaceutical industry to serve the nation and its people.

Your Companys move to serve the nation had a major impact on the Favipiravir tablet market, making the product available to so many at a very affordable price during these tough times. Many were benefited with the launch of FAVIVENT.

Your Company also encouraged an educative initiative through knowledge series webinars - named "Meet the COVID Warriors" - where leading intensivists and pulmonologists of national prominence, who have dealt with many COVID patients - held panel discussions and interactive regional sessions (in local languages) with doctors - essentially general physicians across the country. The idea behind this initiative was to make treating Covid-19 even at the smallest town possible - by educating and sharing the experiences of senior doctors - which would give local doctors the confidence and medical knowledge to treat a COVID patient. As the disease had spread to smaller towns of the country which have very limited infrastructure, patients are not getting admissions into hospitals and unable to access quality treatment. Hence it would be best to equip the local doctors with knowledge of the disease and new medicines available. The idea is to prevent mild COVID from progressing to moderate and moderate to severe. The webinars were free of charge for any participant.

This initiative was recognized by the industry and your Company won COVID FIGHTERS - PHARMA EXCELLENCE AWARD 2020 - Category - COVID MEDICAL EDUCATION INITIATIVES.

Your Company also donated FAVIVENT tablets to government hospitals, especially in Mumbai, so that the poor and needy could benefit from free availability of FAVIVENT.

The Municipal Corporation of Greater Mumbai acknowledged your Companys contribution in this fight against Covid-19 and recognized your Company as a COVID WARRIOR ~ a truly gratifying moment.

Covid-19, has brought various challenges in terms of very restricted and unpredictable mobility issues for our field force. Due to a sudden surge of cases, either a state or a district would be under lockdown preventing our medical representatives and managers to travel and meet doctors and stockists. So your Company has not been able to undertake a structured working in the field. This is over an above the challenges faced where doctors are either not practising or not willing to meet company representatives due to fear of getting infected.

Your Company did not launch any new product, except Favivent, as the doctors were not willing to meet and also due to restricted mobility.

All the recently launched new brands which were shaping up were affected as brand promotion activities could not be continued as required.

Many product segments were affected in terms of prescriptions as the occurrences of certain indications did not arose. Due to the lockdown people were at home and also travelled infrequently with restrictions, hence, instances of other infections did not occur. This was especially seen among children. There was a dramatic drop in cases of fungal infections, cases of cough ~ in both of which your Company was at an initial brand building stage and had been investing for last 2 years. A lot of elective surgeries and procedure were either cancelled or postponed. Pain killers, antacids prescriptions also saw a downfall due to this.

It has been only since November 2020 that private practitioners have started meeting patients in limited numbers. However since March 2020, due to the second wave of Covid-19, the work momentum which was building up again got adversely affected.

Due to the pandemic and due to the uncertainty brought about by it, your Company rationalised its number of headquarters in the field. Wherever it was felt it would take a long time for a particular geography to perform, your Company have either merged or discontinued. Once things normalise your Company would reassess the situation. This is a temporary setback on the revenue front due to the pandemic from the new geographies.

It was very heartening to see that despite of many challenges the plant was functioning and the supply chain and logistics team with full support from finance, HR and IT team ensured that our finish product supplies do not get affected.

Our investment in technology in ourvision to work remotely, even before the pandemic, paid off during the crisis.

Your Company made a beginning by making its presence felt on social media platforms like Instagram, Facebook, LinkedIn and YouTube. Some educative awareness campaigns were run on these platforms. In time to come your Company will have more such engaging thought leadership content on such platforms and create communities.

C. Risks, concerns and threats

There has been a global disruption in the supply chain due to the varying period and duration of lockdown announced in many countries due to Covid-19. There has been a severe shortage of shipping containers due to the imbalance caused. As a result many of shipments were delayed. The costs of shipment have increased due to the shortage of containers and sea liners.

Similarly during the last few months, most countries have experienced disruption in pharmaceutical supply chain and also because of their dependency on China for APIs and excipients.

The above unseen factors made the production, quality assurance, supply chain and logistics team to face newer challenges. To ensure our patients in other countries do not suffer due to the non-availability of your Companys brands in whom they and their doctors have faith the respective teams had put in a lot of effort.

NPPA had served a show cause notice to your Company in 2013, alleging that a Companys product was violating a NPPAs standing order. However, after a personal hearing and detailed submission, NPPA passed a written order stating that your Companys product did not violate the standing order. Subsequently, NPPA reviewed its own order, without having any power to review, issued show cause notices and demand notice to your Company. Your Company subsequently filed a writ petition against the demand of NPPA, at the Honble High Court of Bombay. The matter was settled in favor of your Company, in 2013. Later NPPA, after over a year, filed a Special Leave Petition (SLP) (demanding Rs.16.45 crore) at the Honble Supreme Court. DPCO, 1995, explicitly debars NPPA to review its own order, the very reason cited by Honble High Court of Bombay, while quashing the show cause notices and demand notice in their judgment dated 08th August, 2013 and 26th September, 2013. Your Company has been legally advised, that based on the facts and merits of the case, the demand raised by NPPA is not likely to crystallize. The matter is pending at Supreme Court after being admitted for further hearing.

Apart from above, in case of any change in policies, affecting the Company/industry, by the Government of India and any delays in product approvals can have undesirable effect on the industry. Further, the Covid-19 like situation can impair the growth of the Company for uncertain time.

Any further increase in the number of FDCs ban or in the number of National List of Essential Medicines (NLEM), may hamper the sales and profitability of the Company.

The rising input cost, especially of raw material and transportation cost is a matter of concern. As the Indian Rupee got weaker against the US Dollar and the Euro, the cost of imported raw material has increased. The rate of fluctuation of the foreign currency, make it more difficult to take procurement decisions.

Due to the weak Indian Rupee and increase in fuel price most input cost have increased.

Even when there is an increase in input cost, we can increase our Maximum Retail Price only up to 10 %, in a 12 months period.

As we are in knowledge based industry, attracting and retaining talent is of a paramount importance. The cost incurred in doing so, is mounting as there is a scarcity of good talent. There seems to be no immediate respite to curtail employee cost.

As an organization, we have developed competencies and capabilities to emerge resilient in a tough industrial environment.

D. Internal control system and their adequacy :

Your Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition.

Your Companys policies, guidelines and procedures endeavors to provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The CFO, internal auditor together with external auditor verify that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

Audits are conducted on an ongoing basis and significant deviations, if any, are brought to the notice of the audit committee following which corrective action is taken for implementation.

Your Company continue to invest in automation and latest technology in its business operations, in order to improve efficiencies and drive down costs. Your Company has in place SAP based ERP system. The system has the latest offering of the world-renowned organization - SAP - S/4 software with its very high end, developed HANA database.

Your Companys manufacturing and supply chain and key supporting functions like finance and accounts, marketing, sales, HR, etc. are integrated in the system. The system has also been installed with your Companys Super Stockists to get data of their sales, stock, collection, breakage/expiry etc. The Companys investment in such technology ensured that your Company could work remotely almost instantaneously.

Recently, SAP featured your Company on its web site and social media platforms under the title "How Does Unified, Intelligent ERP Help Ensure Quality, Streamline Distribution, and Track Sales? Meeting demand for 11 million prescriptions peryear".


All statutory and other dues and payments are made within the stipulated time limit.

All compliances are taken care by dedicated software to enhance the timely compliance process, it generates alerts for timely compliance with an escalation process. A robust internal audit system at the registered office and plant is in place. The internal auditors independently evaluate transactions and the activities carried out by the Company during the year, on quarterly basis and submit their reports periodically. Based on the internal auditors reports the CFO along with accounts head and head of other departments ensures rectification and initiates corrective steps. As needed the Company follows maker and checker concept as supported by the software and it has standard operating procedure for various activities. Accounting of various financial activities is done by dedicated employees and monitored by accounts head.

Under its vigil mechanism, your Company has in place a well- defined whistle blower policy.

The audit committee of the Company carries out inter-alia, the functions specified under the Act and SEBI-LODR.

The CFO, internal auditor together with external auditor verify that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

Based on internal financial control policy frame work established and followed by the Company, the audit work performed by the Companys internal auditors, statutory auditors, cost auditors and secretarial auditors and based on reviews of the management and the audit committee, the board is of the opinion that the Companys internal financial controls are adequate and effective.

E. Research and Development (R&D)

Some of the products developed by the R&D of the

Company during the year are as under:

1) Cartisafe max tablet; 2) Bifoconazole Dusting powder; 3) Zix DT (mouth dissolving) tablet.

Following products were earlier developed by R&D have been approved by Central Drugs Standard Control Organisation (CDSCO) for export market:

1) Zix strong Spray; 2) Powergesic Spray; 3) Powergesic Max Gel; 4) Powergesic Max Spray; 5) Powergesic Max Plus Gel.

Your Companys R&D has been reapproved as Recognized Research Centre by Department of Scientific and Industrial Research (DSIR) , Government of India, for next 3 years.

The work of setting up a new ultra-modern Analytical Process Development laboratory as a part of your Companys R&D set up was affected by Covid-19. The work shall be completed during financial year2021-22.

F. Material development in human resources

We at Jenburkt, believe that skilled and talented manpower plays a vital role in the growth of the organization. Keeping in mind of the same, we impart periodical development programmes across the organisation, to improve their skills and carrier growth.

During the year under review, Covid-19 had affected the whole world. Your Company prepared the mind set of Jenburktians to face new challenges erupted out of the pandemic. Various virtual programmes were conducted for the benefit of Jenburktians, especially in Stress Management where they were required to work under severely restricted conditions, including work from home due to lock down and other measures enforced by the Government. This has benefited them to a large extent to discharge hassle free services without disruption. Other regular reorientation and skill developing programmes were also conducted using virtual platforms. Employees were guided time to time for maintaining strict Covid precautionary disciplines and maintain mental calm (strengthen their mind and eliminate psychological fear).

Your Company covered every employee under a Covid mediclaim policy .

Seniors members of your Company took a voluntary salary cut ranging from as high as 25 % to 10 % , for the first 5 months of the financial year and barring a few exceptional cases at a very junior level there were no salary increments this financial year. You would feel proud that your Company employees cooperated fully to ensure good financial health of the Company as there was uncertainty of Company revenue due to the pandemic.

The Company is in compliance with the Sexual Harassment with Women at Work Place (Prevention, Prohibition and Redressal Act, 2013) and there is no complaint reported during the year.

Overall industrial harmony is maintained at all levels.

Your Companys HR team distributed face masks and sanitizers free of charge to many poor and needy in the initial phase of Covid-19, when such items were not freely available. The help of Indian Red Cross Society was taken for the distribution.

G. International Business

Your Companys global distribution network and supply chain in India has gone through turbulence due to Covid-19. The restrictions on export of selected products imposed by Directorate General of Foreign Trade (DGFT) in March 2020 affected the supply of products for the initial part of the year.

However, we witnessed growth across all the countries, where we export, even during this adverse pandemic time. This was due to the faith in your Companys product quality and the science based brand building activities undertaken since launch of every brand.

Our diversified products portfolio has helped us maintain the growth momentum in our core countries like Sri Lanka, Benin & Mauritius.

We received export orders amid these difficult times. Due to great efforts, during this challenging times, from the production, regulatory & distributions teams of the Company, we could cater to these export orders successfully.

We remained focused on strengthening our existing businesses, developing a different and specialty product basket and regulatory compliances.

Your Company successfully widened its distribution network in couple of Francophones (French speaking countries) markets in West Africa and is expanding.

We are focused on our priorities areas. Our near-term priority is to complete the registration process at the earliest for our product FAVIVENT (for treatment for mild to moderate Covid-19) in those countries where we have a very strong presence as well as in other new countries like Philippine and Panama.

Meeting doctors and functioning was affected in most countries in varying degrees due the lockdown imposed in all countries in which we operate. The registration of new products would get delayed due to Covid-19, affecting future business.

With an understanding of foreign markets we are committed to grow with our long-term focus on value creation, strong fundamentals, scale of operations, regulatory compliances, and people. Going ahead, we reinforce our commitment to achieve our long-term goals by focusing on strategy, focused on unique product development and strong R&D capabilities. This shall enable us to maintain a consistent momentum of product registration filings across Emerging Markets.

H. Segment wise performance

Your Company operates exclusively in one segment i.e. pharmaceutical formulations.

I. Details of significant changes in key financial ratios

a) Inventory Turnover ratio reduced from 4.22 during 2019- 20 to 2.93 during 2020-21.

b) Interest coverage ratio reduced from 70.02 (2019-20) to 41.22 (2020-21) due to reduction in Profit before tax, as stated above and increase in Finance Cost due to interest on lease liability towards rented premises made under IND-AS.

c) Change in Return on Net worth: Rs.9,846.63 Lacs in 2020- 21 as compared to Rs.8,000.43 Lacs recorded in previous financial year 2019-20 a rise by 23.08%.

d) Total Debt Equity Ratio improved from 0.30 as on 31.3.2020 to 0.22 as on 31.3.2021 due to increase in Net Worth in turn due to plough back of profits vis-a-vis reduction in total liability.

4. Management:

Shri Ashish U. Bhuta (DIN 00226479) director of the Company is liable to retire on rotation basis at the ensuing AGM of the Company. Being eligible, he has offered his candidature for re-appointment. His proposed appointment by an ordinary resolution is subject to the members approval at the ensuing AGM. He was appointed as the Managing Director and Chairman of the Company at the 35th AGM of the Company held on 1st September, 2020 for a period of five years from 1st April, 2021 to 31st March, 2026. His reappointment was subject to retirement by rotation.

Shri Dilip H. Bhuta (DIN: 03157252), was appointed as the Whole Time Director of the Company, for a period of three years from 1st April, 2019 to 31st March, 2022. For his proposed re-appointment as the Whole Time Director designated as the Whole Time Director and CFO of the Company, for a period of five years from 1st April, 2022 to 31st March, 2027, and terms of remuneration for a period of three years form 1st April, 2022 to 31st March 2025, a special resolution is proposed for the members approval, at the ensuing AGM of the Company. His appointment is subject to retirement by rotation.

Independent Directors:

At present the Company has four independent directors out of total six directors on its board. Mrs. Hina Ravindra Mehta (DIN: 08719453) was appointed as an independent director at the 35th AGM of the Company held on 1st September, 2020 for a period from 1st September, 2020 to 26th March, 2025. She had successfully cleared the online proficiency self-assessment test for independent directors databank, in terms of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, issued by Ministry of Corporate Affairs (MCA), vide a notification no. GSR 804(E) dated 22nd October, 2019.

The other independent directors on the board of the Company are Shri Bharat V. Bhate (DIN:00112361), Shri Rameshchandra J. Vora (DIN:00112446) and Shri Arun R. Raskpurwala (DIN:00143983). These three directors were not required to appear for the online proficiency self-assessment test for independent directors databank, as they have served the Company for more than ten years, as on the date of inclusion of their name in the databank as the independent director, in terms of above rule.

All the above four independent directors on the board have confirmed and declared their independence from the management of the Company. Documents, in this regard has been received by the Company from them.

All the independent directors on the board of the Company have complied with the Code for independent directors prescribed in Schedule IV to the Act and the code of business conduct of the Company, pertaining to the financial year 2020-21, formulated by the Company.

The Company is in compliance with the provisions of SEBI-LODR as far as they relate to the composition of the Board of directors.

The Company has insured all the directors on the board and certain officers of the Company under Directors and officers (D&O) insurance policy.

For further details with regard to independent directors of the Company, kindly refer to report on Corporate Governance in this annual report.

Number and date of Board Meetings:

Board of directors of the Company met four times during the year under review, on 30" June, 04" August, 30" October, 2020 and 05" February, 2021.

For further details about Board and its meetings, kindly refer report on Corporate Governance in this annual report.

Details of the committees of the board of directors of the Company with number of meetings held during the year, with dates, are as follows:

• Audit Committee: This committee met four times during the year under review, on 30th June, 04th August, 30"1 October, 2020 and 05" February, 2021.

• Stakeholders Relationship Committee: This committee met four times during the year under review, on 30th June, 04th August, 30"1 October, 2020 and 05"1 February, 2021.

• Corporate Social Responsibility Committee: This committee met four times during the year under review, on 30th June, 04" August, 30th October, 2020 and 05" February, 2021.

• Nomination and Remuneration Committee: This committee met three times during the year under review, on 30th June, 04" August, 2020 and 05th February, 2021.

For further details about above committees and its meetings, kindly refer to report on Corporate Governance in this annual report.

The board of directors consider the recommendations forwarded by these committees vide their respective meetings, to arrive at appropriate decision. During the year under review, all the recommendations of all the committees have been accepted by the board for consideration by the board and none of such recommendations were rejected by it during the year.

Annual performances evaluation procedure:

Pursuant to the applicable provisions of Section 134(3)(p) read with rule 8(4) of companies (Accounts) Rules, 2014, section 178(2), Schedule IV and other applicable provisions of the Act and regulation 17(10) and 25(4) and other applicable regulation(s) of SEBI-LODR, annual evaluations/reviews of performances of board, its committees and individual directors were carried out, at the meetings of Board and Committees, based on set criteria for evaluations/reviews. Criteria such as qualifications, knowledge, attendance at the meetings, participation in long-term strategic planning, leadership qualities, responsibility shouldered, inter-personal relationship and analytical decision making ability were taken in to consideration, in evaluating the performance of individual directors. In accordance to the required procedures, the board carried out performance evaluation of independent director without the participation of the director being evaluated. The evaluation by the board was carried out, after seeking inputs from all directors at the board and committee meetings, including observance of governance, quality of deliberation and effectiveness of the procedures adopted by the board. The performances of the committees were evaluated by the board, by seeking feedback/inputs on set criteria, from the members of the respective committees. Evaluation of the Chairperson was also carried out by the directors.

The independent directors at their separate meeting, inter alia, also assessed the quality, quantity and timeliness of flow of information between the management of the Company and the board of directors, necessary for the board of directors to effectively and reasonably perform their duties.

Salient features of Companys policies on directors appointment and remuneration:

(a) For selection of directors and determining directors independence:

Guiding principles for the Nomination and Remuneration Committee for identifying directors are fixed by the Companys policy viz. "selection of directors, senior managerial personnel and determining directors independence". These principals broadly provides guidance towards appointees qualification, experience as required and determine their independence of the management of the Company.

The basic criteria which the Nomination and Remuneration Committee take in to account for selection of the person to be a director of the Company, contains his/her education and professional background, his/her knowledge, experience and understanding about Companys business and industry, in general, his/her personal and professional ethics, integrity and values and willingness to shoulder his/her duties, attendance at the board and committee meetings, perform his/her role with responsibility, analytical decision making ability, interpersonal relationship qualities and participation in long-term strategic planning, his/her adherence to the Companys policies and codes, provision of all acts, rules and regulations, as applicable, to act as the director on the board of the Company. In case of independent directors the criteria such as, his/her independence of the management of the Company. No conflict of interest in any transaction entered in to or to be entered in to by the Company with any person(s), firms, Companies, body corporates, whether directly or indirectly, are taken into account

(b) For remuneration of directors, key managerial personnel and other employees:

The Nomination and Remuneration Committee of the Company with the help of the Companys policy viz. "remuneration of directors, key managerial personnel and other employees" recommend to the board about the remuneration of all the directors, key managerial personnel and senior employees of the Company including the sitting fees of the independent directors. The remuneration packages are designed in such a manner that they are not only competitive but also are attractive enough to retain the talent in the Company. For employees of the Company this package basically include, the salary, perquisites, allowances, bonus and other benefits, etc., as applicable. Your Company has also insured all its directors and senior officers, under D&O liability insurance, for indemnifying them from any liability that may occur while performing their role, duties, responsibilities etc. The premium towards the said policy is borne by the Company.

Directors Responsibility Statement:

Pursuant to Section 134 (5) of the Act, in relation to the financial statements for the financial year 2020-21, your board of directors state that:

(a) in the preparation of the annual accounts, the Company has adopted and followed the Indian Accounting Standards (IND-AS), as applicable;

(b) the estimates and judgments relating to financial statements have been made, based on application of sound and consistent accounting policies, on a prudent and reasonable basis in order to ensure that financial statements reflect, in a true and fair manner, the form and substance of the transactions and reasonably present the Companys state of affairs and profit for the year;

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

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls, which are adequate and operating effectively. The internal auditors have conducted periodic audits of the Companys financials and

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

Key Managerial Personnel

In accordance to the provisions of the Section 203(1) of the Act, Shri Ashish U. Bhuta, Chairman and Managing Director, Shri Dilip H. Bhuta, Whole Time Director and CFO and Shri Ashish R. Shah, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company, as on 31st March, 2021.

5. Statutory Auditors and Report:

M/s. D. R. Mehta & Associates (Reg. No.:106207W), Chartered Accountants, were appointed as the statutory auditors of the Company, for a consecutive period of five years, from the conclusion of the 32nd AGM held on 31st July, 2017 to the conclusion of the 37th AGM to be held in the year2022.

The auditors have confirmed their eligibility to act as auditors of the Company for the period from conclusion of the ensuing 36th AGM till conclusion of 37th AGM of the Company, for auditing the financial statements of the Company for the financial year 202122.

The auditors report as submitted by them for the financial year 2020-21 is with unmodified opinion.

In terms of Section 143 (12) of the Act, the auditors of the Company, in the course of their duties, had no reason to believe that any of the officer or employee of the Company, had or has committed any offence of fraud.

6. Secretarial Auditors and Report:

M/s. Nilesh Shah & Associates (C.P. No.: 2631), practicing Company Secretaries existing appointment to carry out the secretarial audit of the Company is for seven consecutive financial years from 2018-19 till 2025-26. They have also confirmed their eligibility to act as the secretarial auditors of the Company for the financial year2021-22.

The secretarial audit report for the financial year 2020-21, submitted by them is attached to this report in prescribed format MR-3, as "Annexure-A". Their annual secretarial compliance report under regulation 24A of SEBI-LODR was also received by the Company and submitted to the stock exchange, as required.

Companys replies to the secretarial auditors observations:

(a) Under Regulation 31(1) (b) of LODR - Delay in submission of the Statement of shareholding pattern for the quarter ended on 31st March, 2020 to the Stock Exchange.

- The BSE Ltd. had waived the penalty levied on delay in such submission, on Companys representation. The delay was caused due to the lockdown situation in Covid-19 pandemic.

(b) Under SEBI (Prohibition of Insider Trading), 2015 & Code on Prohibition of Insider Trading of the Listed Entity - Delay in intimation to the Stock Exchange regarding the closure of trading window by 5 days.

- Due to the lockdown situation in Covid-19 pandemic, there was a delay in submission of intimation by the Company to the Stock Exchange.

(c) Under SEBI Circular no. SEBI/HO/ISD/ISD/CIR/P/ 2020/168 dated September 09, 2020, the Company did not upload the detail vide prescribed mode with the Designated Depository.

- Due to technical constrain pertaining to login verification at CDSL the designated depository, the Company couldnt upload the ready information on their dedicated site. However the said data/ information was provided to the depository through e-mail with a request to upload the same.

7. Cost Auditors:

In accordance section 148(1) of the Act and Companies (Cost Record and Audit) Amendment Rules, 2014 as amended, and in pursuance of the order of the Central Government, your Company is required to maintain cost records. Accordingly the statement of cost accounts and records are made and maintained by the Company, every year, and the same are periodically audited by a practicing Cost Accountants.

For auditing the cost records of the Company, for the financial year 2021-22, M/s. Jagdish R. Bhavsar (Membership No.: 8000) Cost Accountants, Mumbai, were appointed as the cost auditors, by the board of directors of the Company, on the recommendation of the Audit Committee. The auditors have also confirmed their eligibility and consent for their appointment

for the financial year2021-22. Their remuneration as fixed by the board of directors of the Company is to be ratified by the members at the ensuing 36" AGM of the Company.

8. Annual Return:

In pursuance to section 92(3) of the Act, the extract of annual return under MGT-9 is attached as "Annexure-B", to this report.

Companys annual return, in the prescribed form no, MGT-7, containing particulars, as they stood on the close of the financial year 2019-20, as duly submitted to the Ministry of Corporate Affairs is placed on the website of the Company, viz. For the web link of the same, kindly refer to report on Corporate Governance in this Annual Report.

9. Particulars of loans, guarantees or investments made by the Company:

During the financial year 2020-21, no loan or guarantee was given to any person or body corporate directly or indirectly by the Company. The investments in securities made by the Company are not above the limits mentioned under Section 186 of the Act.

10. Particulars of related party transactions:

In terms of Section 188 of the Act and rules made thereunder, there was no materially significant related party transaction made by the Company, during the year, with its promoters, directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. None of the directors have any material pecuniary relationships or transactions vis-a-vis the Company. No material related party transaction took place, during the financial year2020-21.

The policy on related party transactions of the Company is uploaded on the Companys website, viz. For the web link of the same, kindly refer details provided in the report on Corporate Governance in this Annual Report.

However, during the financial year 2019-20, your Company had renewed two Leave and License agreements with M/s. Bhuta Holdings Private Ltd., the Promoter of the Company, (a related party, holding shares of the Company in excess of 10%), at the arms length basis and in ordinary course of business, which are not material in nature. These agreements are for five years each,

i.e. having validity up to 31st March 2024. Pursuant to section 188 (1) of the Act, the same transaction have been disclosed and presented in the prescribed form No. AOC-2, by the Company and annexed to this report as "Annexure-C".

Disclosure in terms of Regulation 34(3) read with sub clause (1) of clause A (Related Party Disclosure) of Schedule V of SEBI -LODR:

- According to the requirements of IND-AS, the transactions with the related parties are disclosed in the financial statements in the annual report and they are not in conflict with the interest of the Company at large.

Disclosure in terms of Regulation 34(3) read with sub clause (2) of clause A (Related Party Disclosure) of Schedule V of SEBI-LODR:

- This requirement is not applicable to the Company as it doesnt have any Holding or Subsidiary Company.

Disclosure in terms of Regulation 34(3) read with sub clause (2A) of clause A (Related Party Disclosure) of Schedule V of SEBI- LODR:

- Kindly refer to "Annexure-C" annexed to this report.

11. Corporate Social Responsibility (CSR) initiative:

A brief note on CSR policy of the Company, CSR expenditures made and other details in that regard are set out in a report, annexed as "Annexure-D" in prescribed format, in accordance to requirements laid under the Companies (Corporate Social Responsibility Policy) Rules 2014, as amended. The CSR policy of the Company is available on the website of the Company, viz.

12. Investors Education and Protection Fund (IEPF):

In pursuance to IEPF Rules, as amended, from time to time, your Company had taken appropriate steps for intimating those shareholders, who had not encashed their dividend for the period of past seven consecutive years, by way of writing individual letters and publishing newspaper notices, regarding their unclaimed dividend and corresponding shares that were liable to be transferred to IEPF account. Thereafter, as required under said Rules and Act, the unclaimed dividend amount lying in the Companys unclaimed dividend bank account pertaining to financial year 2012-13, were transferred to IEPF authority during the financial year 2020-21 along with the corresponding equity shares.

The shareholder are hereby informed that the dividend amount and equity shares transferred to IEPF can be claimed back by the shareholders from the IEPF authority by following procedure mentioned in the above said rules of IEPF. The shareholders are requested to claim their dividend, from the Company, if not encashed yet, for the period from financial year 2013-14 onwards, to avoid hardship of claiming later from IEPF, along with corresponding shares, if any. Individual letters are already sent to the shareholders, in this regard and newspapers advertisement are also published, to alert those who have not yet claimed their dividend from financial year 2013-14 onwards.

The details of the shareholders whose dividend and shares are transferred to IEPF are available on the website of the Company, viz.

13. Secretarial Standards:

The secretarial standard-1 on the meetings of board of director and its committees, and the secretarial standard-2 on general meetings have been formulated and issued by the Institute of Company Secretaries of India (ICSI). These standards are approved by the Central Government. Your Company has complied with the applicable provisions of both these standards, during the financial year2020-21.

Your Company has also voluntarily complied with the majority of provisions of the secretarial standard-3 on dividend and secretarial standard-4 on boards report, as formulated by ICSI, which are recommendatory in nature.

14. Report on Corporate Governance:

A detailed report on the Corporate Governance of the Company and the auditors certificate regarding Companys compliances with Corporate Governance norms are attached to this annual report.

15. Green initiative:

Your Company has, in past, taken several steps to intimate all the Shareholders to update their email address and bank details, including sending SMS to those Shareholders who had not updated the same.

For PHYSICAL Shareholders i.e. those who are holding shares of the Company in physical certificate form are once again requested to provide their bank details, along with e-mail address in the duly signed enclosed form, to receive:

a) all the dividends directly into their bank account, to overcome any hardship of depositing dividend warrant and possibilities of misuse or fraud in relation to the physical dividend warrants.

b) all the communications of the Company including notice of general meetings, annual reports and dividend payment confirmation etc., directly into their inbox.

For ELECTRONIC Shareholders i.e. those who are holding shares of the Company in dematerialized form, are requested to submit above details to their DP.

Kindly ignore above, if you have submitted both the above details.

16. Vigil Mechanism

Your Company had established a vigil mechanism of the Company by forming a whistle blower policy of the Company, inter alia providing adequate safeguard against any victimization of any employee and / or director of the Company, in pursuance of Section 177(9) of the Act and rules made thereunder and Regulation 22(1) of SEBI-LODR, to enable them to disclose or report any genuine concern, regarding wrongful misconduct (as defined in said policy), including reporting instances of leak of unpublished price sensitive information of the Company, as required under regulation 9A(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. There was no reporting of any such event during the year. No employee or director of the Company was denied access to the audit committee. The said whistle blower policy of the Company is uploaded on the website of the Compa ny, viz.

17. Audit Committee

A detailed note on audit committee including its composition, role and number of meetings held etc. is presented in the report on Corporate Governance, which is forming part of this annual report. All the recommendations made by the audit committee during the financial year, were accepted by the board.

18. Internal Financial Control

Adequate internal financial controls are in place in the Company, with reference to financial statements. No reportable material weaknesses in the financial operations were observed, during the financial year. For further details, kindly refer to a section titled "internal control and their adequacy" in the report of management discussion and analysis in this directors report.

19. Other Information:

a. A detailed information on conservation of energy and technology absorption, foreign exchange earnings and outgo is an nexed as "Annexure- E", to this report.

b. Risk management policy: Your Company has formulated a risk management plan and have constituted a risk management committee. The risks are classified in different areas such as market, finance, operational, etc. These risks are reviewed regularly to mitigate the risk, if any.

c. In pursuance of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, details of employees, are annexed herewith as "Annexure-F" to this report.

20. General:

With respect to the following items no disclosure or reporting is required by the Company as there were no transactions nor any reporting required on these items for the year under review:

i. The disclosure under Schedule V (A) (2) of SEBI-LODR relating to the accounts of holding Company and subsidiary Company is not applicable to the Company, since your Company does not have any holding or subsidiary or associate Company, nor it is a subsidiary or associate of any other Company.

ii. Details relating to deposits covered under Chapter V of the Act.

iii. Issue of equity shares with differential rights as to dividend, voting or otherwise.

iv. Issue of shares (including sweat equity shares) to employees of the Company, under any scheme.

v. No significant or material orders were passed by the regulators or courts or tribunals which may impact the going concern status and Companys operations in future. However, a legal matter is pending at the Supreme court, details of which is mentioned herein above.

vi. Your Company has complied with the provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. No complaint, in this

rega rd, was received by the Com mittee, during the yea r.

vii. As certified by the RTA no shares are lying with them which are under demat suspense account or unclaimed suspense account, in terms of Schedule-V- (F) of the SEBI- LODR.

21. Cautionary Statement:

Statements in this report particularly that pertains to management discussion and analysis may contain certain statements that might be considered forward looking. These statements are subject to certain risks and uncertainties, e.g. Covid-19 pandemic. Actual results may differ materially from those expressed in the statement as unforeseen factors could influence the Companys operations such as domestic or international governments policies, adversities that may be caused by situations like natural calamities, Covid19 like pandemic, political and economic developments, risks inherent to the Companys growth and such other factors.

22. Appreciation:

Your directors place on record their gratitude towards the employees of the Company, vendors, superstockists, stockiest, investors and all the stakeholders for their continuous support, throughout the year under review, which was marred by the challenging times under Covid-19 pandemic. Your director also thank all the various Government Departments and Agencies and the Government of India for their co-operation, throughout. The directors also appreciate the valuable support of the independent directors.

For and on behalf of the Board of Directors
Ashish U. Bhuta
Chairman and Managing Director
Mumbai, 02nd June, 2021.