Kesar Enterprises Ltd Directors Report.

To

The Members,

Your Directors present the Annual Report of Kesar Enterprises Limited (the Company) along with the audited financial statements for the financial year ended March 31,2021.

1. FINANCIAL HIGHLIGHTS

(Rs in Lakhs)
Financial Year 2020-21 Financial Year 2019-20
Profit before Interest, Depreciation & Taxation 13,607.75 4,546.31
Less: Finance Cost 2,693.55 2,490.50
Profit before Depreciation & Taxation 10,914.20 2,055.81
Less: Depreciation and Amortisation Expense 1,931.15 1,826.47
Less: Taxation / Deferred Tax
Profit 8,983.05 229.34
Other Comprehensive Income
Items that will not be reclassified to profit or loss:
(i) Actual loss on defined benefit obligation (44.34) (51.35)
(ii) Effect of measuring investment at fair value 164.32 (468.52)
Total Comprehensive Income 9,103.03 (290.53)

For the Financial Year 2020-21, there is a profit of Rs 8,983.05 lakhs as against a profit of Rs 229.34 lakhs in the previous year. After taking into account the effect of other Comprehensive Income based on Ind-AS norms, there is a profit of Rs 9,103.03 lakhs for the Financial Year 2020-21 as against a loss of Rs 290.53 lakhs in the previous year. Increase in profit is mainly attributable to substantial increase in other income arising out of write back of Rs 5,474.12 lakhs towards Loan amount and Rs 4,818.51 lakhs towards Interest, consequent upon One Time Settlement (OTS) entered with erstwhile Allahabad Bank (Now, Indian Bank)

Over the last few years, the Sugar Industry has faced severe difficulties on account of high sugar cane prices set by the State Government, lower sugar prices and consequential inadequate recovery of cost of production. These factors have adversely affected the Companys operations and financial performance. Hence, the entire net worth of the Company is eroded and its current liabilities are in excess of current assets.

2. COVID-19

The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world. Every business and every industry in India have been facing difficulties in continuing its operations, due to continuing impact of the pandemic.

With the continued support of the state administration and the employees, the Company has been able to run its operations with minimum disruption during the year under review. The Company is continuously monitoring and assessing the situation arising on account of COVID-19 pandemic and the Company anticipate no material impact of the pandemic on the financial statements for financial year 2020-21.

3. COMPANYS OPERATIONAL PERFORMANCE (FINANCIAL YEAR 2020-21)

Sugar Division

The crushing for the Season 2020-21 started on 30-10-2020 i.e. 5 days earlier as compared to 04-11-2019 in the previous season and ended on 28-04-2021 i.e. 21 days before as against 19-05-2020 in the previous season.

During the season, the plant crushed 115.90 lakh quintals of sugarcane in 181 days as against 124.41 lakh quintals in 198 days in the previous season. The crushing was lower by 8.51 lakh quintals during the season due to lesser cane yield per hectare, as compared to previous year. This scenario prevailed almost in all the sugar factories of

the State of UP, especially in Central and Western part of the State. The overall sugar recovery was 11.01% as against 11.55% in the previous season. The fall in recovery was a common phenomenon experienced by all the sugar factories in the State of UP, during this season. However, in addition to the common drop in recovery, our mill had faced mechanical break-down of one mill for 60 days. This has also contributed to fall in the recovery, over previous season. During the season, the sugar production was 12.76 lakh quintals, the second highest in the history of the Company, as against 14.37 lakh quintals in the previous season.

For the sugar season 2020-21, the Central Government had announced a Fair & Remunerative Price [FRP] of sugarcane at Rs 285/- a quintal at a base recovery of 10%, with a premium of Rs 2.85 per quintal for every 0.1% increase above 10% in the final recovery achieved by respective sugar factory. The UP Government had retained the State Advised Price (SAP) of Sugarcane at Rs 315/- a quintal for normal variety and it has not changed since last 3 seasons, i.e. from season 2017-18 onwards.

During the last few years, the cost of production in the State of UP was the highest in the country, which rendered the UP Sugar Industry unviable, cash-starved and uncompetitive. There is an urgent need to rationalize the cane pricing policy in the State of UP and adopt a linkage formula as recommended by the Rangarajan Committee linking sugar cane price to sugar realisation. This is the only long-term solution for stability & viability of the Sugar industry. ISMA and UPISMA are taking up this issue with Central Government regularly. But being a very sensitive issue, it is yet to be decided.

During the Season 2020-21, Molasses produced was 5.09 lakh quintals as against 5.21 lakh quintals in the previous season.

The UP Government had announced the Molasses Policy for 2020-21 (November-October), wherein the molasses reservation ratio for the country liquor manufacturers had been increased to 18.00% as against 17.00% in the previous season.

During the year under review, there is no significant increase in sugar price, and it has ranged almost in the same pattern of previous year, which is not remunerative. Although the Government had approved increase in Minimum Selling Price (MSP) for sugar, it did not introduce it, resulting into lower realisation.

Power Division

During the Sugar Season 2020-21, the Plant started on 27-10-2020 as against 30-10-2019 in the previous season and operated till 06-06-2021, as against 08-06-2020 of previous season. This was due to:

a) Reduction in steam consumption of sugar plant to 42.85% on cane during season 2020-21 as against 44.29% on cane during previous season 2019-20. Due to reduction in steam consumption, bagasse production had increased;

b) Moderate increase in Bagasse % cane to 28.45% during season 2020-21 from 28.41% during previous season 2019-20;

c) Overall improvement in performance parameters of power plant.

The Plant consumed 3.20 lakh MT of bagasse and 0.40 lakh MT of alternate fuel to generate 1.61 lakh MW power as against 3.40 lakh MT of bagasse and 0.37 lakh MT of alternate fuel to generate 1.65 lakh MW power in the previous Season. The total power exported to the grid of Uttar Pradesh Power Corporation Limited (UPPCL) up to 06.06.2021 was 1.09 lakh MW amounting to Rs 40.97 Crores as against 1.08 lakh MW amounting to Rs 40.50 Crores in the previous Season.

The Uttar Pradesh Electricity Regulatory Commission vide notification dated 25th July, 2019 reduced the power purchase rates of bagasse-based power plants with effect from 01.04.2019 from Rs 5.86 per unit to 3.76 per unit. The sugar industry has filed a writ petition to challenge such reduction in power rates before the Honble High Court, which has been admitted.

Spirits Division

During the year, Distillery plant was operated under lesser capacity of 30 KLPD, as per the guidelines of Pollution Control Board for the whole operational period, under bio-compost mode. As mentioned in the last report, we have closed the distillery operation for the season 2019-20 on 08th June, 2020. For the season 2020-21, we have started the plant on 12th November, 2020 and continuously operated the plant at 30 KLPD capacity till 05th June, 2021. Below given are the comparative figures of two seasons:

Product UoM

Season

2020-21 2019-20
Molasses Consumed Lakh Qtl 2.44 2.35
Rectified Spirit (RS) Lakh BL 56.01 55.57
Ethanol Lakh BL 52.26 51.32
ENA Lakh BL 1.84 -
DS/SDS Lakh BL 0.35 2.89

Also, with respect to Ethanol supply to various Oil Marketing Companies (OMCs), we have already completed supply of 41.49 L BL of ethanol till end of May, 2021 as against our committed supply of 60.00 L BL for the Ethanol Year (E/Y) 2020-21 (For the period from December, 2020 To November, 2021). This was against total supply of 47.74 L BL of ethanol during the previous E/Y 2019-20.

4. EXPECTATIONS FROM FINANCIAL YEAR 2021-22 Sugar Division

The crushing for the Season 2021-22 is expected to start in the last week of October, 2021.

During the Financial Year 2021-22, the sugar price is expected to be steady due to government intervention. This may result into the Company generating better operational margin gradually. The industry outlook is positive in the short term and long term with sugar prices expected to be stable as there is lot of focus on reducing / curtailing sugar production, and to manufacture Ethanol directly from sugar syrup, besides diverting from C Heavy to B Heavy molasses.

Spirits Division

The project of installation of incineration boiler, though originally planned to be completed by end of December, 2020, has got delayed due to first wave of COVID-19 and liquidity crunch. When it started gaining momentum, it again got affected on account of second wave of COVID-19. However, with its reducing trend from June, 2021 onwards, we are hopeful of completing the project by September, 2021.

Once, incineration boiler is commissioned, the Company will start running the Distillery at its present installed capacity of 45 KLPD. The Company is also planning to enhance the capacity of Distillery from 45 KLPD to 125 KLPD. This has been planned to tap the opportunity of producing Ethanol from B Heavy Molasses which is one of the best advantageous propositions. Ethanol production will be increased by the Company in two phases. In first phase, it is expected to be increased to 80 KLPD soon.

Power Division

The Cogen Power Plant will restart in the last week of October, 2021.

5. DIVIDEND

Considering the financial position of the Company, your directors have not recommended any dividend for the financial year 2020-21.

6. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves during the year under review.

7. SHARE CAPITAL

As on March 31,2021, the Paid-up Share Capital of the Company was 1007.97 lakhs. During the year under review, the Company has not issued any shares. The Company has no Employee Stock Option Scheme in existence.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 (the Act), the Board of Directors to the best of their knowledge hereby state that:

i) in preparation of the annual accounts for the financial year ended on March 31, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) t he 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 at the end of the financial year and of the profit for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors had prepared the Annual Accounts for the financial year ended on March 31,2021 on a going concern basis.

v) the Directors had laid down proper internal financial controls in place and that such internal financial controls were adequate and were operating effectively.

vi) 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.

9. NUMBER OF MEETINGS OF THE BOARD

Five (5) meetings of the Board of Directors were held during the year under review. For details of meetings of the Board, Members may kindly refer to the Corporate Governance Report, which is a part of this report.

The intervening gap between the meetings did not exceed one hundred and twenty (120) days as stipulated in the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

10. AUDIT COMMITTEE

As on March 31,2021, the Audit Committee comprised of four (4) members, including three (3) Independent Directors. Further details of the Audit Committee are provided in the Corporate Governance Report, which forms part of this report. During the year under review, there were no instances where recommendations of the Audit Committee were not accepted by the Board.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31,2021, 83% of the Board comprised of Independent Directors. List of Directors as on March, 31, 2021 is provided in Corporate Governance Report, forming part of this Report.

During the year under review, Dr. Narendra Mairpady (DIN: 00536905) and Shri Rishabh Shah (DIN: 00694160) were appointed as Additional Directors (in the category of Independent Directors) by the Board of Directors at their meeting held on November 13, 2020, based on the due recommendation made by the Nomination and Remuneration Committee at its meeting held on November 13, 2020, to hold office up to the date of 86th Annual General Meeting (AGM). Both the Directors are now proposed to be appointed as Independent Directors for a complete term of five (5) years at the ensuing 86th AGM. Resolutions seeking the Shareholders approval for their appointment along with other required details form part of Notice of 86th AGM. The Board of Directors are of the opinion that both the Directors meet the conditions specified under the Act and the Listing Regulations, and have the required integrity, expertise and experience, for being appointed as Independent Directors. There were no other changes in the Board of Directors during the year under review, except for appointments stated above.

Pursuant to Section 152 of the Act, Shri Harsh R Kilachand (DIN: 00294835), Chairman & Managing Director, being the only Non-Independent Director on the Board, shall retire by rotation at the 86th AGM and he being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment along with other required details forms part of Notice of 86th AGM.

Shri Mahesh A Kuvadia (DIN: 07195042) was appointed as an Independent Director of the Company to hold office for the 1st Term of 5 (five) consecutive years effective from 11.7.2016 up to the conclusion of the 86th Annual General Meeting of the Company, at the AGM held on 11.08.2016. Since tenure of Shri Kuvadia as independent director was to expire on 11.07.2021, he was appointed by the Board of Directors at its meeting held on 30.06.2021 as Additional Director (In the Category of Independent Director) w.e.f. 11.07.2021, based on due recommendation of Nomination and Remuneration Committee and after carrying out performance evaluation of Shri Mahesh A Kuvadia. At the said meeting of the Board of Directors, it was also resolved to recommend to the Members, the appointment of Shri Kuvadia as Independent Director for 2nd Term of 5 (five) consecutive years effective from 11.7.2021. In pursuance of Section 149 read with Schedule IV of the Companies Act, 2013, the approval of shareholders is being sought by Special Resolution as Shri Mahesh A Kuvadia is proposed to be appointed as Independent Directors for his 2nd Term. The concerned resolution along with explanatory statement forms part of Notice of AGM.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of Independence as laid down under Section 149(6) of the Act along with rules framed thereunder and Regulation 16 (1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Independent Directors have confirmed compliance with the Code for Independent Directors prescribed in Schedule IV to the Act and also, with the Code of Conduct for Directors and Members of Senior Management formulated by the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

Pursuant to the provisions of Section 203 of the Act, Shri Harsh R Kilachand, Chairman & Managing Director, Shri Rohit Balu, Chief Financial Officer and Shri Gaurav Sharma, Company Secretary & General Manager (Legal) are the Key Managerial Personnel of the Company as on March 31, 2021. During the year under review, the Board of Directors at its meeting held on November 13, 2020, appointed Shri Gaurav Sharma as Company Secretary & General Manager (Legal) in place of Shri D J Shah, who retired from the services of the Company w.e.f. November 13, 2020. There were no other changes in the Key Managerial Personnel during the year under review.

The Directors and Key Managerial Personnel have confirmed that during the year under review, none of them have entered into any agreement for himself / herself or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the shares of the Company.

12. DETAILS OF FAMILIARISATION PROGRAMMES

Pursuant to the provisions of Regulation 25 of the Listing Regulations, the Company familiarises the Independent Directors through various programmes, from time to time, with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc.. The details of Familiarization Programmes imparted to Independent Directors are placed on the Companys website on https://www.kesarindia.com/corporate governance.html

13. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as composition and structure of the Board, effectiveness of the Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The performance of individual directors was evaluated by the Board on the basis of criteria such as the contribution of each director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

I n a separate meeting of independent directors, performance of the Board as a whole, Board Committees and Chairman & Managing Director of the Company was evaluated.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on appointment of directors, key managerial personnel and senior management and their remuneration is available on the Companys website on https://www.kesarindia.com/corporate governance.html

The policy on remuneration has also been disclosed in the Corporate Governance Report, which is a part of this report.

15. CORPORATE SOCIAL RESPONSIBILITY

Although, the provisions of Section 135 of the Act are not applicable to the Company at present, the Company has a Corporate Social Responsibility Committee. The Composition of the committee is provided in Corporate Governance Report, forming part of this report.

I n view of losses incurred by the Company for past many years, the Company was not required to spend any amount during the financial year 2020-21 in terms of provisions of Section 135. However, during the year under review, the Company voluntarily donated Rs 10 lakhs to Uttar Pradesh Covid Care Fund. The Company also donated Rs 11 lakhs to Bhartiya Janta Party, Uttar Pradesh to strengthen their fight against the COVID-19 pandemic, during the year under review.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate Internal Financial Control Systems in place. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, which is a part of this report.

17. RISK MANAGEMENT

Your Company has formulated a risk management policy to identify, evaluate and mitigate various kinds of risks. The Audit Committee has oversight in the area of financial risks and controls. A detailed statement indicating the development and implementation of the risk management policy for the Company, including identification of various elements of risk, is part of the Management Discussion and Analysis Report, forming part of this report.

18. STATUTORY AUDITORS & SECRETARIAL AUDITORS

At the 85th Annual General Meeting of the Company held on September 11,2020, M/s. V. C. Shah & Co., Chartered Accountants were appointed as statutory auditors of the Company to hold office for a term of 5 (Five) years from the conclusion of the 85th Annual General Meeting till the conclusion of 90th Annual General Meeting of the Company to be held in year 2025.

The Board of Directors had, at its meeting held on August 07, 2020, appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries as secretarial auditors of the Company to undertake the secretarial audit for the financial year 2020-21, in terms of the provisions of Section 204 of the Act.

19. STATUTORY AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The Statutory Auditors have submitted their Report for the year ended on March 31,2021, which has been taken on record by the Board of Directors. There is no qualification, reservation or adverse remark in the Statutory Auditors Report. No frauds have been reported by the Statutory Auditors during the financial year 2020-21.

The Secretarial Auditors have also submitted their Report for the year ended on March 31, 2021. There are certain observations/adverse remarks made in their report. Response to the said observations/adverse remarks are as follows:

1. In respect of observation made in report i.e. credit facilities availed by the Company with UCO Bank having been classified as Non-Performing Assets, your directors have to state that the Company has been making continuous efforts to arrive at settlement with UCO Bank through a One Time Settlement (OTS).

2. In respect of observation made in report i.e. the audited financial results for the year ended March 31, 2020 having been submitted with the Stock Exchange (BSE Limited) by the Company with a delay of 7 days beyond the time limit prescribed under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/106 dated June 24, 2020, your directors have to state that delay in submission of the audited financial results for the year ended March 31, 2020 was due to delay in finalisation and audit of the accounts, caused by lockdown restrictions and other administrative issues, arose out of on-going COVID-19 pandemic.

3. In respect of observation made in report i.e. the Company having only four Directors from April 01,2020 to November 12, 2020 as against the requirement of having at least 6 directors as required under Regulation 17(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your directors have to state that process for search, identification and selection of suitable candidates for their appointment as two additional directors got delayed due to lockdown restrictions imposed by the Central Government and State Governments due to COVID-19 pandemic. The Board of Directors complied with this requirement of having 6 directors on the Board, by appointing two additional directors at its meeting held on November 13, 2020.

No frauds have been reported by the Secretarial Auditors during the financial year 2020-21.

The Secretarial Audit Report is annexed to this report as "Annexure I".

20. COST AUDIT

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Act and the same have been made and maintained in accordance with the said provision.

Pursuant to Section 148 of the Act, the Board of Directors have appointed Shri Rishi Mohan Bansal, Cost Accountant as Cost Auditor of the Company to conduct the audit of cost records maintained by the Company relating to Sugar, Industrial Alcohol and Electricity Divisions for the year ended on March 31, 2021. The Cost Audit Report when received from the Cost Auditor for year ended on March 31,2021, shall be considered and examined by the Board and submitted to Central Government within stipulated time.

Based on recommendation of the Audit Committee, the Board of Directors have, at their meeting held on June 30, 2021, appointed Shri Rishi Mohan Bansal, Cost Accountant as Cost Auditor of the Company to conduct the audit of cost records maintained by the Company relating to Sugar, Industrial Alcohol and Electricity Divisions for the year ending on March 31, 2022. In pursuance of Section 148 (3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, a resolution seeking to ratify the payment of remuneration to the Cost Auditor for the financial year ended on March 31, 2022 forms part of Notice of 86th AGM.

21. VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in accordance with Section 177(9) of the Act and Regulation 22 of the Listing Regulations, to report concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

The Policy allows the Whistle Blowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and protects them from any kind of discrimination or harassment. This Policy is available on the Companys website on https://www.kesarindia.com/corporate governance.html

22. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for the financial year 2020-21 and hence, does not form part of this report.

A policy of Related Party Transactions as approved by the Audit Committee and the Board of Directors is placed on the Companys website on https://www.kesarindia.com/corporate governance.html

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

24. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

25. CREDIT FACILITIES

The Credit Facilities availed by the Company with UCO Bank have been classified as Non-Performing Asset (NPA). The Company has been making efforts to settle with UCO Bank through a suitable One Time Settlement (OTS).

26. INSURANCE

The Company has taken adequate insurance for all its properties.

27. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 is available on the Companys website on http://www.kesarindia.com/communications.html

28. PREVENTION OF INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 on prevention of Insider Trading, your Company has a comprehensive code which lays down guidelines and advises the Directors, Key Managerial Personnel and other designated persons on procedures to be followed and disclosures to be made, while dealing in securities of the Company. The Companys Code of Conduct for the Directors and Members of Senior Management, also makes it a duty on the part of the Directors and Members of Senior Management to comply with the SEBI (Prohibition of Insider Trading) Regulations, 2015, while trading in securities of the Company.

29. POLICY FOR PREVENTION OF SEXUAL HARASSMENT

The Company has complied with the provisions relating to constitution of an Internal Complaint Committee (ICC) for prevention and redressal of complaints / grievances on the sexual harassment of women at workplaces under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company did not receive any complaint on sexual harassment.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

Your directors state that applicable provisions of Secretarial Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to Meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

31. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR & DATE OF THIS REPORT

In the opinion of the Board of Directors, there are no material changes & commitments affecting the financial position of the Company between the end of financial year 2020-21 and date of this report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and companys operations in future, as on the date of this report.

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

Particulars with respect to conservation of energy and technology absorption pursuant to Section 134(3)(m) of the Act are provided in "Annexure II" forming part of this Report. During the year under review, there were no Foreign Exchange Earnings and Outgo.

34. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees on the payroll of the Company in India, is provided as "Annexure III" to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

35. MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

Management Discussion & Analysis Report and Corporate Governance Report prepared in accordance with Schedule V of the Listing Regulations form part of this Report as Annexure IV and Annexure V respectively.

The Company has complied with the requirements as stipulated under Regulation 34 of the Listing Regulations. A Certificate from the Secretarial Auditors regarding the compliance of conditions of corporate governance, is annexed to Corporate Governance Report.

36. ACKNOWLEDGEMENTS

The Directors thank the Companys employees, customers, vendors and members for their continuous support. The Directors also thank the Government of India, Government of Maharashtra and Government of Uttar Pradesh and concerned Government departments and agencies for their co-operation.

The Directors mourn the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

By Order of the Board of Directors
HARSH R KILACHAND
Chairman & Managing Director
30th June, 2021 DIN:00294835