Ludlow Jute & Specialities Ltd Directors Report.

Dear Members,

Your Directors present before you the 41st Annual Report of your Company on business & operations together with Audited Financial Statements and the Auditors Report for the year ending 31st March 2020. OPERATIONS

During the year under review, the Companys sale was % 409.58 crores (including exports of % 54.65 crores) against sales of % 362.18 crores (including exports of 55.38 crores) during the previous year. The production was higher at 47,783 M.T. against 44,800 M.T. during the previous year. The revenue of the Company was affected in March 2020 due to lockdown declared towards last week of March, which was period for higher sales. Revenue in the quarter was adversely affected to some extent due to COVID-19 and consequently the profitability was affected. Margins were under pressure as raw jute prices remained high during the financial year. In the year 2020-21, it was expected initially that the raw jute crop will be higher. But due to unfavourable weather conditions after sowing, damages done due to amphan in West Bengal, flood in some jute grown areas caused lower in crop quantity than last year.

FINANCIAL SUMMARY (Figs in @ in Crores)
Total Income 415.83 370.72
Profit before Depreciation, Finance Costs, Tax and Exceptional Items 20.32 13.42
Finance Costs (7.21) (5.61)
Depreciation and amortization (7.07) (5.62)
Exceptional items - -
Profit before tax 6.04 2.19
Tax expenses 1.04 (0.63)
Profit for the Year 5.00 1.56
Other Comprehensive income for the year, net of tax 0.53 0.90
Total Comprehensive income for the year 5.54 2.46

DIVIDEND

The Board of Directors have not recommended dividend on equity shares for the financial year ended 31st March, 2020. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. The amount transferred to IEPF was Rs. 9,20,294/- during the year.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves during the current year. BOARD MEETINGS

The Board of Directors met 4 (Four) times i.e., 03.05.2019, 08.08.2019, 14.11.2019 & 28.01.2020 during this financial year.

SUBSIDIARY COMPANY

The Company has no subsidiary, joint venture or associate Companies during the Financial Year 2019-20. PUBLIC DEPOSIT

Your Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. INTERNAL FINANCIAL CONTROL

The Board of Directors (Board) has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companys policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

CREDIT RATING

CARE Ratings Limited has assigned long-term rating of CARE A-; Stable (Single A Minus; Outlook: Stable) and short-term rating of CARE A2+ (A Two Plus) to the Company for the working capital and term loan facilities availed by the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Rajya Vardhan Kanoria (DIN: 00003792), Director of the Company retire by rotation at the conclusion of the forthcoming Annual General Meeting, and being eligible offer himself for reappointment. The term of Ms. Nayantara Palchoudhuri (DIN: 00581440), who was appointed as Independent Director of the Company for a period of 5 years w.e.f. Ist September 2015 upto the conclusion of 41st Annual General Meeting in the calendar year 2020, expires at the ensuing 41st Annual General Meeting of the Company. Ms. Nayantara Palchoudhuri has given her consent to act as a Director and also declared to the Company that she meets the criteria of independence as prescribed under section 149(6) of the Companies Act 2013 & the Listing Regulations. None of the Directors of the Company are disqualified for being appointed as a Director, as specified in Section 164(2) of the Companies Act, 2013. Ms. Pratibha Jaiswal was appointed as Company Secretary & Compliance Officer in their Board Meeting held on 3rd May 2019. I. Declaration from Independent Directors The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Il. Nomination and Remuneration Policy The Company follows a policy on Nomination and Remuneration of Directors and Senior Management Employees. The Nomination and Remuneration Committee reviews the composition and diversity of the Board, keeping in view the requirements of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 recommends to the Board, appointment/re-appointment of eligible personnel including their terms of appointment and remuneration. The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes and independence of a Director has been formulated. The said policy may be referred to on the Companys website www.ludlowjute.com. The performance of the Board has been evaluated as per the policy laid down in that regard. Ill. Ratio of Remuneration of each Director Details of Ratio of Remuneration of each Director to the median employees remuneration is annexed as Annexure - IV, forming part of this Report. AUDITORS

(i) Statutory Auditors

M/s. J KV S & Co., formerly known as Jitendra K Agarwal & Associates, Chartered Accountants, (Firm Registration No. 318086E), had been appointed as Statutory Auditor of the Company in their Annual General Meeting held on 4th September, 2017 for a term of5 years subject to ratification every year. As per the amended provisions of Section 139, the appointment for ratification by members at every Annual General Meeting is omitted. Hence no ratification shall be done at the Annual General Meeting.

(ii) Cost Auditors Pursuant to Section 148 of the Companies Act, 2013, the Board has, on the recommendation of the Audit Committee, approved the appointment of M/s SPK Associates, Cost Accountants (Firm Registration No. 000040), Kolkata, as the Cost Auditors for conducting the audit of the cost records of the Company for the Financial year 2020-21, at a remuneration of Rs. 30,000/- (Rupees Thirty Thousand Only) plus applicable taxes and reimbursement of travelling and other incidental expenses to be incurred by them in the course of cost audit.

(iii) Secretarial Auditor Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. B, N. Khandelwal, (ACS-1614) Practising Company Secretary, to conduct Secretarial Audit of the Company for the fnancial year 2019-20. The Secretarial Audit Report for the fnancial year 2019-20 is provided as an Annexure to this Report in Annexure - Ill. The Report does not contain any qualifcation, reservation or adverse remark. FRAUD REPORTING

During the year under review, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no details is required to be disclosed under Section 134(3) of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and as stipulated under the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, a separate section on corporate governance along with a certificate from the statutory auditors of the Company confirming the compliance, is annexed as Annexure - V and forms part of this Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion And Analysis Report is annexed and forms part of this Report. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2020, the applicable Indian Accounting Standards (Ind AS) had been followed;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible 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/loss of the Company for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2020, on ‘a going concern basis;

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

(vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. RISK AND MITIGATING STEPS

The Company has identified various risks faced from different areas. As required under the SEBI (Listing Obligations & Disclosure Requirements), 2015, the Board has adopted a Risk Management Policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve. The Company has also formed a Risk Management Committee which monitors the risk elements and mitigation procedures at periodical intervals. The constitution and terms of reference are set out in details in the Corporate Governance Report. The risks and its mitigating factors are discussed by the Committee and subsequently placed before the Board. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act 2013, read with Rule 8 of the Companies (Accounts) Rules 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as Annexure - , forming part of this Report. AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The constitution and other details of the Audit Committee are given in the Corporate Governance Report. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Corporate Social Responsibility Committee of the Board has been constituted in compliance with the provisions of Companies Act, 2013 as amended from time to time. The constitution and other details of the Corporate Social Responsibility Committee are given in the Corporate Governance Report. The said policy may be referred to on the Companys website www.ludlowjute.com. The Company wishes to inform the members that it is well aware and taking care of its social responsibilities and during the year the gross amount spent by the Company as CSR expenditure is Rs. 24.05 lakhs. In terms of provisions under Section 135 of the Companies Act, 2013, the CSR expenses to be incurred by the Company during the year 2019-20 was Rs. 10.46 lakhs. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company has not given any loan, guarantee or made any investments exceeding sixty per cent of its paid-up share capital, free reserve and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGENMENTS WITH RELATED PARTY

A Related Party Policy has been devised by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to at the website of the Company www.ludlowjute.com. The Audit Committee reviews all related party transactions quarterly. Necessary approval of the Audit Committee and the Board of Directors were taken as and when required. Further the members may note that the Company had entered into the following related party transactions at arms length price:

. Property taken on lease from Kirtivardhan Finvest Services Limited.

. Availing of services like maintenance, upkeep, allied services and facilities, amenities, etc., from Belvedere Gardens Limited.

. Intercorporate loan from R V Investment & Dealers Limited. VIGIL MECHANISM / WHISTLE BLOWER POLICY

A Vigil Mechanism/Whistle Blower Policy has been formulated by the Company for its Directors and Employees. The policy allows intimation by affected persons in good faith of any concern or misconduct through a written communication. The Audit Committee oversees the Vigil Mechanism for disposal of the complaints. The said policy may be referred to on the Companys website www. ludlowjute.com. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration exceeding the limit as prescribed under Section 134 of the Companies Act, 2013. SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE COMPANYS GOING CONCERN STATUS & OPERATIONS IN FUTURE

During the period under review, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in the future. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by The Institute of Company Secretaries of India. ENVIRONMENT AND SAFETY

Pioneering green business practices is the buzzword today. Your Company firmly believes in environment protection and conservation of natural resources to the extent possible. We have taken initiatives to produce eco-friendly products while complying with environment and pollution standards. Safety, in all aspects of manufacturing, is given full attention by the Company. The Company has also obtained certification under ISO 14001:2004 for its Environmental Management Systems. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Companys policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year. EXTRACT OF THE ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013, the extract of the Annual Return for the year ended 31st March, 2020 forms part of this report as Annexure - II. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Companys human resources development is founded on a strong set of values. The policies seek to instil spirit of trust, transparency, and dignity among all employees. The Company continues to provide ongoing training to its employees at different levels. Industrial relations with employees and workers across all locations of the Company continued to be cordial during the year. APPRECIATION

Your Directors take this opportunity to express their grateful appreciation for the co-operation and guidance received from the Regulators, Central & State Govts., Bankers as well as the Shareholders during the year. Your Directors also wish to place on record their appreciation for the devoted and dedicated service rendered by all the employees of the Company.

For and on behalf of the Board For and on behalf of the Board
Rajya Vardhan Kanoria Tonmoy Bera
Chairman Managing Director
DIN: 00003792 DIN: 08342972

Date: 15th June 2020 Place: Kolkata