Kwality Pharmaceuticals Ltd Directors Report.

To

The Members

KWALITY PHARMACEUTICALS LIMITED.

Your Directors have pleasure in presenting the 38th Annual Report of KWALITY PHARMACEUTICALS LIMITED along with the Audited Financial Statements for the year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

Our Companys financial performance for the year under review has been encouraging and is summarized below:

(Rupees In Lacs)

STANDALONE

CONSOLIDATED

Particulars 2020-21 2019-20 2020-21 2019-20
Revenue from operations 26150.27 13868.38 26201.44 13929.75
Other Income 158.76 392.05 158.76 365.96
Total Income 26309.03 14260.43 26360.20 14295.71
Less:- Depreciation and amortisation expenses 643.61 439.46 649.30 443.39
Less:- Finance cost 261.23 249.88 267.16 249.88
Less:- Other Expenses 23224.28 12457.08 23316.58 12510.72
Profit Before Tax 2179.91 1114.01 2127.16 1091.72
Less: Provision for Taxation
Current Tax 580.00 300.00 580.00 300.17
Deferred Tax 16.23 (31.96) 16.23 (31.96)
Tax for earlier Years 42.18 2.82 42.18 2.82
Profit/(Loss) After Tax For The Year 1541.50 843.15 1488.75 820.69
Add/(Less) Minority interest in Subsidiary profits NIL NIL 25.84 11.01
Profit/(Loss) For The Year 1541.50 843.15 1514.59 831.70

PERFORMANCE REVIEW

During the year under review, on standalone basis, revenue of the company was Rs. 26309.03 Lakhs as compared to Rs.14260.43 Lakhs in the corresponding previous year. The Company earned a profit after tax of Rs. 1541.50 Lakhs as compared to Rs. 843.15 Lakhs in the previous year.

On consolidated basis, revenue of the company was Rs.26360.20 Lakhs as compared to Rs. 14295.71 Lakhs in the corresponding previous year. The Company earned a profit after tax of Rs. 1488.75 Lakhs as compared to Rs. 820.69 Lakhs in the previous year.

CHANGES IN NATURE OF BUSINESS

The Company is engaged in the business of manufacturing & trading in Pharmaceuticals & allied products and there was no change in the nature of the business of the Company during the year under review.

DIVIDEND

In order to conserve the resources, the Board of Directors does not recommend any dividend for the financial year 2020-21.

RESERVES

During the financial year under review, your Company has not transferred any amount to the general reserve.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Companys equity shares are listed at Bombay Stock Exchange Limited (SME Segment). The Annual Listing Fee for the year 2021-22 has been paid.

ANNUAL RETURN

The Annual Return of the Company as on March 31,2021 is available on the Companys website and can be accessed at http://www.kwalitypharma.com/investor-relations/

PARTICULARS OF EMPLOYEES REMUNERATION

The information pertaining to Section 197(12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ‘Annexure A. There is no employee drawing a salary exceeding the limit prescribed under Section 197(12) read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND-AS)

As per proviso to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R.111 (E) on 16th Feb., 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirement of adoption of IND-AS w.e.f. 1stApril, 2017. As your Company is also listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April 2017.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the directors under section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (‘Act) or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

i. Appointment

During the financial year, based on the recommendations of Nomination and Remuneration Committee, Mr. Kartik Kapur (DIN: 08966816) was appointed as Additional Director (for Independent Director category) of the Company by the Board at its meeting held on January 15, 2021 with effect from January 16, 2021 under the provisions of section 161 (1) and other applicable provisions, if any, of the Companies Act, 2013 and is entitled to hold office up to the date of 38th Annual General Meeting of the Company.

The Company has received a declaration from Mr. Kartik Kapur (DIN: 08966816) as he being eligible for appointment as Independent Director. The Company has also received a declaration from him confirming the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under the Regulation 16(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"). Mr. Kartik Kapur (DIN: 08966816) is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013. In opinion of the Board, he fulfills the conditions specified in the Companies Act, 2013 & Listing Regulations and is independent of the management. The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval of the Members.

ii. Re-appointment

The first term of Mr. Pankaj Takkar (DIN: 07414345), Mr. Ravi Shanker Singh (DIN: 02303588) and Mr. Kiran Kumar Verma (DIN: 07415375), Non executive Independent Directors of the Company has been expired on 31st January, 2021. Accordingly, on the recommendation of the Nomination & Remuneration Committee, the Board of Directors made the re-appointment(s) of Mr. Pankaj Takkar, Mr.Ravi Shanker Singh and Mr. Kiran Kumar Verma as non executive Independent Directors of the Company for a second term of five consecutive years commencing from 01st February, 2021 upto 31st January, 2026 in the board meeting held on 15th January, 2021 subject to the approval of shareholders in forthcoming general meeting of the Company. The Board of Directors recommends their re-appointment as Independent Directors of the Company for a further period of five consecutive years with effect from 1st February 2021.

The current term of Executive Directors i.e. Mr. Ramesh Arora (DIN: 00462656) Managing Director, Mr. Ajay Kumar Arora (DIN: 00462664) Whole Time Director, Mrs. Geeta Arora (DIN: 03155615) Whole Time Director and Mrs. Anju Arora (DIN: 03155641) Whole Time Director has been expired on 15th January 2021 and accordingly, on the recommendation of the Nomination & Remuneration Committee, the Board has, subject to the approval of the shareholders in the ensuing Annual General Meeting, approved the reappointment of the aforesaid Executive Directors for a further period of five years i.e. with effect from 16th January 2021 to 15th January 2026. The current term of Whole Time Director Mr. ADITYA ARORA (DIN:07320410) will expire on 29th September 2021 and on the recommendation of the Nomination & Remuneration Committee, the Board has, subject to the approval of the shareholders in the ensuing Annual General Meeting, approved his reappointment for a further period of five years i.e. with effect from 30th September 2021 to 29th September 2026.

The Board recommends the above re-appointments for the consideration of Members of the Company at the ensuing Annual General Meeting.

RETIREMENT BY ROTATION

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ramesh Arora and Mr. Aditya Arora, directors retire by rotation at the ensuing Annual General Meeting and offer themselves for reappointment.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2020-21, 16 meetings of the Board of Directors of the company were held and the details of which are given in the Corporate Governance Report which is enclosed with directors report as "Annexure D". The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD

The Board has constituted various committees to support the Board in discharging its responsibilities. The following four committees are constituted by the Board:

AUDIT COMMITTEE

The Audit Committee comprises of Sh. Pankaj Takkar as Chairman and Sh. Kiran Kumar Verma and Sh. Aditya Arora as members. The details of term of reference of the Audit Committee members, dates of meetings held and attendance of the Directors are given separately in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Sh. Kiran Kumar Verma as Chairman and Sh. Pankaj Takkar and Sh. Ravi Shanker Singh as members. The details of term of reference of the Committee members, dates of meetings held and attendance of the Directors are given in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of Sh. Ravi Shanker Singh as Chairman and Smt. Geeta Arora and Smt. Anju Arora as members. The details of term of reference of the Committee members, dates of meetings held and attendance of the Directors are given separately in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee is duly constituted in terms of the requirement of Companies Act, 2013. During the financial year 2020-21, two meetings were held on 05-11-2020 and 0503-2021. The composition of Committee and attendance of members is as follows:

Name Category Meeting held during 2020-21 No. of Meeting Attended
Geeta Arora Chairperson 2 2
Aditya Arora Member 2 2
Pankaj Takkar Member 2 2

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In view of the profits and turnover of the Company, your Company was required to undertake CSR projects during the year 2020-21 under the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder. As part of its initiatives under Corporate Social Responsibility (CSR)", the Company has undertaken various activities, which are in accordance with CSR Policy of the Company and Schedule VII of the Companies Act, 2013.The Board has approved a CSR policy on the recommendations of the CSR Committee. The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014 is set out at Annexure-C forming part of this Board Report.

MEETINGS OF INDEPENDENT DIRECTORS:

The Companys Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to (i) review the performance of Non Independent Directors and the Board as a whole, (ii) review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and (iii) to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board.

One meeting of the Independent Directors was held during the Financial Year on 05-03-2021.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has one subsidiary company ‘Kwality Pharmaceuticals Africa, Limitada at Maputo Province, Mozambique which is mainly engaged in the Pharmaceuticals business. The Board reviewed the affairs of the Companys subsidiary during the year at regular intervals. In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and its subsidiary, which forms part of this Annual Report. Further a statement containing Salient features of the Financial Statements of its subsidiary in Form AOC-1 as given in the annual report forms part of the Financial Statements.

MECHANISM FOR EVALUATING BOARD MEMBERS:

Pursuant to the section 134 (p) of Companies Act, 2013 read with Rule 8 (4) of Companies Accounts Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees. 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 the Board composition and structure, effectiveness of 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, frequency of committee meetings, their functioning etc.

The evaluation of the Directors were based on their attendance and participation, acting in good faith and in the interests of the company as a whole, exercising duties with due diligence and reasonable care, complying with legislations and regulations in letter and spirit and such other factors.

In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors, performance of non independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS:

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Chairman & Managing Director had one to one discussions with newly appointed Directors to familiarize them with the Companys operations. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Quarterly updates on relevant statutory and regulatory changes are circulated to the Directors.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company had received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of the Directors, the senior management and their remuneration. The remuneration policy is stated in the Corporate Governance Report.

WHISTLE BLOWER POLICY

Pursuant to the Section 177(9) and (10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism for Directors and Employees to report the management about the unethical behavior, fraud, improper practice or violation of the Companys Code of Conduct or complaints regarding accounting, auditing, internal controls or disclosure practices of the Company. It gives a platform to the whistle blower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints. The mechanism provides adequate safeguards against victimization of employees and directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established and Chairman of the Audit Committee is responsible for issue pertaining to same.

RISK MANAGEMENT POLICY

The Management has devised a Risk Management Policy considering the nature of industry and associated risks pertaining to the industry. The Management is overseeing the implementation of the Policy on regular basis. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, the Company in its Annual General Meeting held on 30th day of September, 2019 had appointed M/s ARORA AGGARWAL & CO, Chartered Accountants, Amritsar (FRN:021086N) as the Statutory Auditors of the Company for a period of Five Consecutive years from the conclusion of the 36th Annual general Meeting, till the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2024. The Companies Amendment Act, 2017 has dispensed the ratification of auditors appointment at every Annual General Meeting. Accordingly the Ordinary Business Agenda item relating to the ratification of the statutory Auditors appointment is not placed in the AGM notice.

AUDITORS REPORT

M/s ARORA AGGARWAL & CO., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the F.Y 2020-21, which forms part of the Annual Report. The observations made in the Auditors Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

COST AUDITOR

Pursuant to Section 148(3) of the Companies Act, 2013, M/s Verma Khushwinder & Co., Cost

Accountants, Jalandhar, were appointed as the Cost Auditors of the Company for the financial year 2020-21 by the Board of Directors and their remuneration was ratified by members at the 37th Annual General Meeting of the Company.

Further, the Board of Directors has appointed M/s Verma Khushwinder & Co. as the Cost Auditors of the Company for the financial year 2021-22 and has also fixed their remuneration. The Board has recommended the remuneration approved in its meeting, for ratification by the shareholders in the ensuing AGM of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors have appointed M/s Rishi Mittal & Associates, Company Secretaries, Amritsar as the Secretarial Auditors of the Company.

The Secretarial Audit Report for Financial Year 2020-21 forms part of the Annual report as "Annexure B" to the Boards report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

REPORT ON CORPORATE GOVERNANCE:

Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as "Annexure D".

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations and performance of the Company is set out in the Management Discussion and Analysis Report pursuant to Regulation 34 Part-B of Schedule V of the (Listing Obligations and Disclosure Requirements)Regulations,2015 which forms part of the Annual Report for the year under review as "Annexure E".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the financial year 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 SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. The transactions with the related parties have been disclosed in the financial statements. Thus disclosure in Form AOC-2 is not required.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors state that they have devised proper systems to ensure compliance with the Secretarial Standards and that such system are adequate and operating effectively. During the year under review, the Company has complied with the provisions of all the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118 of the Companies Act, 2013.

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

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

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

The details pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8, sub-rule (3) of Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo is provided as under :

A) Conservation of energy:

Steps taken for conservation of energy The company has always been a front runner in continually improving its operational performance in all areas, like productivity, yield, utilization and a host of other operating metrics, while reducing the consumption of fuel, power, stores and others. The Company is continuously putting its efforts to improve Energy Management by way of monitoring energy related parameters on regular basis. The Company is committed to transform energy conservation into a strategic business goal fully along with the technological sustainable development of Energy Management System. It is putting best endeavour to reduce energy consumption in its operations and activities. To achieve above objectives the following steps are being undertaken by the Company:- Continuously monitoring the energy parameters such as maximum demand, power factor, load factor on regular basis; - Continuously replacing the inefficient equipments with latest energy efficient technology & upgradation of equipments continually; - Increasing the awareness of energy saving within the organization to avoid the wastage of energy; - To enhance utilization of Renewable Energy Resources.
Steps taken for utilizing alternate sources of energy The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy.
Capital investment on energy conservation equipment NIL

(B) Technology absorption:

The Company always adopts the latest technology while purchasing the plant and machinery. The Company is making continuous efforts for the technological advancement. The company always remains aggressive for improvement of quality of product, efficient manufacturing process, search of new products or modification in the existing products, introducing new products by continuously studying the market. It has helped in improvement in quality to sustain in the competitive market.

(C) Foreign exchange earnings and Outgo:(in Rupees Lacs)

Particulars Year ended 31st March 2021 ( Rs. In Lakhs) Year Ended 31st March 2020 ( Rs. In Lakhs)
Earnings
Export Sales 16576.85 7881.94
Outgo
Capital Goods 127.55 133.96
Raw Materials 2940.80 1050.28

DEPOSITS

Your Company has not accepted any deposits from the public during the year under review, within the meaning of Section 73 of the Companies Act,2013 (‘the Act) read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principle or interest on deposits from the public is outstanding as on the date of Balance Sheet.

SHARE CAPITAL

During the year under review, there was no change in the paid-up equity share capital of the Company which is as on 31st March, 2021, was Rs. 1037.62 Lakhs.

PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

The company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (share capital and debentures) Rules, 2014.

ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share capital and debentures) Rules, 2014.

ISSUE OF EMPLOYEE STOCK OPTION

The company has not issued any employee stock option during the financial year as per Rule 12 of Companies (share capital and debentures) Rules, 2014.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has comprehensive and adequate internal financial controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data/feedback on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The systems and controls are periodically reviewed and modified based on the requirement.

The Company has an internal audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It is also responsible for assessing and improving the effectiveness of risk management, control and governance process. The scope of Internal Audit is well defined and documented and the audit committee reviews the observations of the Internal Audit critically. The composition and working of the audit committee forms part of the Corporate Governance Report.

M/s Bhavesh Mahajan & Co., Chartered Accountants (FRN: 020980N), Amritsar, resigned as the Internal Auditors of the Company due to personal reasons with effect from 31/03/2021 and M/s. Ramit Kapoor & Associates, Chartered Accountants (FRN: 028583N), Amritsar were appointed as new Internal Auditors of the Company w.e.f. April 01,2021. There were no observations or remarks reported by the said auditors of the Company during the year under review.

COMPANY SECRETARY AND COMPLIANCE OFFICER

Ms. Gurpreet Kaur (M.No. 52091) is Company Secretary, KMP and Compliance Officer of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants, whilst dealing with issues related to sexual harassment at the work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. An Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. Your Company did not receive any complaints during the period under review.

PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair Disclosures.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors confirm that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed and there are no material departures from the same;

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 true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2021 and of the profit of the Company 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 the Companies 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 on a ‘going concern basis;

v. 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. 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.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

ACKNOWLEDGMENTS:

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels. Your directors place on record their appreciation for the committed services by every member of the company globally whose contribution was significant to the growth and success of the Company. We would like to thank all our clients, vendors, investors, bankers, Government Authorities, Auditors, financial institutions, Customers, suppliers and other business associates for their continued support and encouragement during the year.

For and on Behalf of the Board
Sd/- Sd/-
(RAMESH ARORA) (AJAY KUMAR ARORA)
Place: Amritsar Managing Director Whole Time Director
Date: 06th September 2021 DIN: 00462656 DIN:00462664