mafatlal industries ltd Directors report

To

The Members,

Mafatlal Industries Limited

Your Directors present the 108^th Annual Report together with the Audited Statement of Accounts for the financial year ended 31 ^st March 2022.

FINANCIAL RESULTS

The financial results of the Company are as under:

Particulars	Current Year	Previous Year
	2021-22	2020-21
Revenue from operations	98,711.93	60,219.49
Other Income	6,436.79	3,564.71
Total Income / revenues	1,05,148.72	63,784.20
EBIDTA	7,667.43	(1,112.32)
Depreciation	1,567.07	1,705.06
Finance costs	1,859.39	2,210.27
Profit (Loss) before Exceptional Items (write off/provisions/impairment losses)	4,240.97	(5,027.65)
Exceptional items (net)	(1,016.72)	(4,083.38)
Profit (Loss) before taxes	3,224.25	(9,111.03)
Tax (Expense) / benefits	(295.14)	(264.39)
Profit (Loss) after taxes	2,929.11	(9,375.42)

OVERVIEW, STATE OF THE COMPANY AFFAIRS AND THE YEAR IN RETROSPECT

The financial year 2021-22 was one of the most encouraging in the recent past. The pandemic-induced challenges of Financial Year 2020-21 were followed by a demand surge in India’s textile sector. A part of the surge was on account of ‘revenge’ buying, indicating a release of pent-up consumer demand and a part of the surge was on account of a restructuring of the global textile sector supply chain away from China. The result of this restructuringwasthatIndiaemergedastheprincipalbeneficiaryon account of its extensive textile value chain, organized manufacturing sector and responsiveness.

The outcome of this contextual landscape is that your Company benefited significantly during market-facing advantage with strategic cost control that had been initiated during the previous financial year. These initiatives comprised a prudent rationalisation in the Company’s permanent work force through a Voluntary Retirement Scheme. This facilitated the evolution of the company towards an asset-light model, marked by lower people overheads and liabilities .

Following a creditable performance , the Company capitalised on market demand and generated an increase in market share. The result is that the company delivered appreciable sales growth and improved operating performance for the financial year under review.

During the financial year under review, the Company reported Total Income of Rs. 1,05,148.72 Lakhs, EBITDA (Earnings before Interest, Depreciation, Tax & Amortisation) of Rs. 7,667.43 Lakhs and a Net Profit of Rs. 2,929.11 Lakhs (including an Exceptional Loss of Rs. 1,016.72 Lakhs). The Company reported a 64% increase in Total Income, about 789% growth in EBITDA and about 131% in Net Profit aided by improved operational performance and by continued non-core asset monetization initiatives.

During the Financial Year 2020-21, the Company entered into a Memorandum of Understanding with the workers’ union at the Nadiad manufacturing unit to rationalise the size of the permanent workforce through a fair and equitable Voluntary Retirement Scheme (VRS). Under this scheme, your

Company recognised Rs. 114.30 Lakhs as compensation payable as an Exceptional Item that was expensed from theProfit& Loss Account in

FY 2021-22.

The Company also carried out a COVID-19 impact assessment on its liquidity, recoverability and carrying asset value during the financial year under review. Based on such an assessment, your Company recognised an impairment loss of Rs. 902.42 Lakhs as an Exceptional Item.

During the financial year under review, your Company sought to strengthen its business and capitalize on the opportunities presented by a pandemic-affected world. The Company undertook a series of initiatives to strengthen the effectiveness of its manufacturing operations; it improved the inventory turnaround time and widened its marketing cum distribution network. The Company encountered a steep increase in the raw material prices of commodities like polyester by about 25%, cotton by almost 40%, coal by almost 50% and specialty chemicals by about 10%-15%, which was partially off-set by increase in selling prices.

(The requisite disclosures on COVID under Regulation 30 of SEBI LODR has already been given which is also available on the Company’s website at www.mafatlals.com under "Investors" section) While the Covid-19 pandemic continues to impact the broad economic outlook, the availability of vaccinations and enhanced preparedness have combined to make the business outlook more hopeful comparedtothefinancialyear 2020-21. The Directors of your Company are of the view that while the short-term outlook continues to be stable, the medium to long-term outlook appears optimistic on account of enhanced disposable incomes, higher consumer aspirations, increased social media influence and lower price-sensitivity among consumers.

A further analysis of the financial results of the Company is provided in the Management Discussion and Analysis Report, which forms a part of this report.

BORROWINGS, LOANS, GUARANTEES AND INVESTMENTS

During the financial year under review, your Company repaid long-term borrowings amounting to Rs. 2454.68 Lakhs. Your Company expresses gratitude to all the banks and financial institutions for having stood by the Company for its growth financing requirements. Company has not granted any loan, given any guarantee or made any investments as referred to in Section 186 of the Companies Act, 2013.

CREDIT RATING

During the financial year under review, Acuite Rating & Research Limited assigned the credit rating ‘ACUITE BBB-‘with Stable Outlook for long-term facilities with a tenure of more than one year and ‘ACUITE BBB-‘ /’ACUITE A3’ for short-term facilities with a tenure of up to one year.

During the financial year under review, Credit Analysis & Research Limited (CARE) assigned a credit rating of ‘CARE BB+’ with a Positive Outlook for long-term facilities with a tenure of more than one year and ‘CARE BB+; Positive’ /’CARE A4+’ for short-term facilities with a tenure of up to one year.

A detailed analysis of the financial results has been provided in the Management Discussion and Analysis Report, which forms a part of this report.

DIVIDEND

In view of the losses incurred from the financial year 2016-17 to financial year 2020-21and also recognizing the need to conserve cash to address working capital needs, the Board of Directors of your Company did not recommend any dividend for the year under review.

UNCLAIMED DIVIDEND

Pursuant to the applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the IEPF Rules’), during the year, unpaid or unclaimed dividend amounting to Rs. 6,01,437 was transferred by the Company to the Investor Education and Protection Fund (‘IEPF’), established by the Government of India. Further, a total of 1,24,683 shares was transferred to the demat account of the IEPF, in accordance with IEPF Rules, as the dividend was not paid or claimed by the shareholders for seven years. Details of the shares and dividend transferred to the IEPF account is available on the website of the Company at www.mafatlals.com.

SHARE CAPITAL

During the financial year 2021-22, your Company made an allotment of 1,47,000 equity shares of Rs. 10/- each at an issue (exercise) price of Rs. 78.65 per share under the Mafatlal Employee Stock Option Scheme – 2017. Accordingly the subscribed and paid-up equity share capital of the Company increased from Rs.1,392.37 lakhs to Rs.1,407.13 lakhs comprising 1,40,71,386 equity shares of Rs 10/- each.

There was no issue of equity shares with differential rights related to the dividend, voting or otherwise, and there was no buyback of shares.

DIRECTORS RETIRING BY ROTATION

Pursuant to the requirements of the Companies Act, 2013, Mr. Priyavrata H Mafatlal (DIN 02433237), retires by rotation at the ensuing Annual

General Meeting and, being eligible, offers himself for re-appointment .

The Board recommends the appointment / re-appointment of the above Director for approval. The brief details of the Director proposed to be appointed / re-appointed, as required under Regulation 36 of SEBI Listing Regulations, are provided in the Notice of Annual General Meeting.

INDEPENDENT DIRECTORS AND THEIR MEETING

Your Company received annual declarations from all Independent Directors of the Company, confirming that they meet the criteria of ‘independence’ provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. There was no change in the circumstances, which could affect their status as Independent Director during the financial year.

The Independent Directors met on 28^th March, 2022, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company took into account the views of Executive Directors and Non-Executive Directors; it assessed the quality, quantity and timeliness of information flow between the Company’s management and the Board necessary for the Board to effectively perform their duties

BOARD EVALUATION

Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013 and the applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Independent Directors evaluated the performance of Non-Independent Directors and Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company’s management and the Board.

The Nomination and Remuneration Committee evaluated the performance of every Director . The Board of Directors adopted a formal mechanism for the evaluation of its performance as well as that of its committees and Individual Directors, including the Chairman of the Board.

The Independent Directors were regularly updated on the industry and market trends, plant processes and the operational performance of the Company through presentations .

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at www.mafatlals.com.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under the provisions of Section 134 (5) of the Companies Act, 2013, your Directors state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations relating to material departures, if any, have been given.

(ii) The Directors have selected such accounting policies, applied them consistently and made judgements or estimates reasonable and prudent to provide a fair view of the state of the Company’s affairsat the end of the financial year, and of the loss of the Company for the period under review.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a ‘going concern’ basis.

(v) The Directors have laid down financial controls to be followed by the Company and that such effectively.

(vi) The Directors have devised systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CHANGE IN KEY MANAGERIAL PERSONNEL

During the financial year under review, Mr. Ashish Karanji, Company Secretary and Compliance Officer resigned. In his place, Mr. Amish Shah was appointed as Company Secretary and Compliance Officer with effect from ^st April 2022. Mr. Raghunath, President & Business Head was appointed as Chief Executive Officer (CEO) with effect from1 ^st April 2022. Mr. Priyavrata H. Mafatlal, who was performing the twin duties of Managing Director and Chief Executive Officer (CEO) of the Company till 31^st March 2022, is continuing as Managing Director after the appointment of Mr. Raghunath as CEO of the Company.

EMPLOYEE STOCK OPTION SCHEME, 2017 AND THE CHANGES IN CAPITAL

The shareholders of the Company at 103^rd Annual General Meeting held on 2^nd August 2017, consented to the creation of 6,95,000 Employee Stock Option pool under the Mafatlal Employee Stock Option Plan, 2017 by way of a Special Resolution. The Board of Directors, as per the recommendation of the Nomination and Remuneration Committee (NRC), approved Mafatlal Employees Stock Option Plan 2017. The NRC granted 4,56,000 equity shares options in two tranches to certain senior management employees. NRC made a third option grant on 27^th May, 2022 to certain executives aggregating 3,20,000 equity shares at Rs. 181 each share. As on 31^st March 2022, 38,000 options remained outstanding out of the first grant and 57,500 options remained outstanding from the second grant. During the financial year ended March 31, 2022, 10,000 options lapsed due to resignations of grantees (employees) (corresponding number of options lapsed as of March 2021 and March 2020 were 1,26,000 options and nil options respectively) and stood forfeited. These options were cumulated back into the Option Pool and are available for grants.

Eleven of the option grantees (employees) exercised 1,47,000 options vested to them under the second grant. Accordingly, the Company has on 29^th July, 2021, 1^st November, 2021 and 14^th February, 2022 allotted 1,47,000 equity shares of Rs.10/- each at an exercise price of Rs. 78.65. There has been no exercise of vested options as of date other than stated above.

Pursuant to the aforesaid exercise of options and allotment of 1,47,000 equity shares, the subscribed and paid-up equity share capital of the Company changed from Rs. 1,392.37 lakhs to Rs. 1407.07 lakhs consisting of 1,39,24,386 equity shares of Rs.10/- each to 1,40,71,386 equity shares of Rs.10/- each and the share premium account was credited with a share premium of Rs. 163.45 lakhs.

The detailed information on capital and reserves are provided in the attached audited accounts of the Company.

The further disclosures, as required under SEBI Employee Share Based Benefits Regulations, 2016, and other applicable provisions, are provided in ANNEXURE- D to this report with other disclosures.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The financial position of the subsidiary companies is given in the Notes to Consolidated Financial Statements. The Company does not have any material subsidiary. The Policy on Material Subsidiary, framed by the Board of Directors of the Company, is available on www.mafatlals.com

The audited accounts of Vrata Tech Solutions Private Limited and Mafatlal Services Limited, subsidiaries of the Company, for the financial year ended 31^st March 2022, have been placed on the Company’s website www.mafatlals.com and also open for inspection by any member at the

Registered Office of the Company on all working days (Monday-Friday) during the working hours between 3.00 pm to 5.00 pm. The Company will make available these documents on request by any member of the Company who may be interested in obtaining the same.

During the financial year under review, vide passing a Special Resolution by the shareholders at the Extra Ordinary General Meeting held on 18^th January, 2022, Vrata Tech Solutions Private Limited issued 128,572 equity shares of Rs.10/- each at a premium of Rs. 72.66 to Shrija Trust – a promoter family trust on a preferential basis thereby diluting your company’s equity investment by 20% of the issued equity share capital.

As reported earlier, Al Fahim Mafatlal Textiles LLC (UAE) remained non-operational and since there was no foreseeable beneficial future, the

Board of Directors of the Company and the joint venture partner decided for a voluntary winding-up/closure of that entity. The Company wrote to the Ministry of Commerce, Department of Economic Development, Dubai, that there was no operation of the said joint venture company from 2016. Accordingly, we have not applied for a renewal of license to continue to operate the business there. The audited accounts of that JV company are not consolidated with the Accounts of the Company from the FY 2018-19 onwards.

The statement containing salient features of the financial statement of subsidiary companies (Pursuant to firstproviso to sub-section (3) of Section

129 read with rule 5 of Companies (Accounts) Rules, 2014) is further annexed as part of the Notes forming a part of the Consolidated Financial Statement as FORM AOC-1.

DEPOSITS

The Company does not have ‘Deposits’ as contemplated under Chapter V of the Companies Act, 2013. Further, the Company has not invited or accepted any such deposit during the financial year ended 31^st March, 2022.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company for the financial year ended 31^st March 2022 to the date of the signing of the Directors’ Report.

INTERNAL FINANCIAL CONTROL (IFC)

The existing internal financial controls are adequate and commensurate with the nature, size processes followed by the Company. The Company has a well laid down framework for ensuring adequate internal controls over financial reporting.

INDUSTRIAL RELATIONS

The relations between the employees and the management remained cordial and harmonious during the financial 948 (998 in the previous financial year) permanent employees on the payroll of the Company as on 31^st March 2022.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Mafatlal Industries Ltd., a part of the Arvind Mafatlal Group, has been fulfilling its corporate social responsibilities for more than 50 years, much before CSR had been statutorily prescribed. Our work in this domain has focused on poverty alleviation, health care, education for young children and women’s uplift across rural India. In conformity with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company comprises a CSR Committee, which comprises Mr. Hrishikesh A. Mafatlal, who is the Chairman of the said Committee, Mr. Atul Kumar Srivastava and Mr. Sujal Shah, both are Independent Directors.

Based on the recommendations of the CSR Committee, the Board of Directors formulated a CSR Policy encompassing the Group’s and the Company’s philosophy, underlying its CSR activities. It laid down the guidelines and mechanisms for undertaking socially relevant programs in conformity with the statutory provisions. This policy is posted on the website of the Company and available on web link of www.mafatlals.com. As per the provisions of Section 135, read with the Section 198 of the Companies Act, 2013, due to the losses incurred by the Company over the years, there was no CSR obligation 2021-22. Accordingly, there were no meetings of the CSR Committee during the year. The statutory disclosures with respect to CSR is annexed hereto, as a Annexure-E, which is forming a part of this report.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions undertaken by the Company during the financial year. The Company’s policy for related party transactions is posted on the website of the company and available at www.mafatlals.com.

The details of all transactions with the related parties are disclosed in Notes, forming a part of the financial statements, annexed to the financial statements for 2021-22 and annexed as a part of this report in AOC- 2, as an Annexure-A. All the related party transactions entered by the Company are in the ordinary course of business and on an arm’s length basis, for which requisite prior approvals from the Audit Committee and the Board of Directors were obtained. None of the related party transactions required approval from the shareholders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT, CORPORATE GOVERNANCE REPORT AND EXTRACT OF ANNUAL RETURN

As required under Schedule V (B) and (C) of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report as well as Corporate Governance Report, are attached herewith and marked as Annexure I & II respectively and the same form a part of this Directors’ Report. The extract of the Annual Return is prepared in Form MGT-9 and available at www.mafatlals.com

OTHER STATUTORY DISCLOSURES (a) NUMBER OF BOARD MEETINGS

The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms a part of this Report.

(b) COMMITTEES OF BOARD

Details of the various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are provided in the Corporate Governance Report and forms a part of this report.

(c) VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company adopted a Whistle Blower Policy and established a necessary vigil mechanism for employees and Directors to report concerns about unethical activities. No person was denied access to the Chairman of the Audit Committee. The said policy was uploaded on the website of the Company at www.mafatlals.com

(d) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status and the Company’s operations.

(e) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans or guarantees or investments given/ made by the Company under Section 186 of the Companies Act, 2013 during the financial year ended 31^st March, 2022.

(f) ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2022 is available on the website of the Company at www.mafatlals.com

(g) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the said Act, read with other applicable provisions. Internal Complaints Committees are constituted and regularly redress complaints, if any. During the financial year under review, no complaint was received in respect of Sexual Harassment from any employee of the Company and necessary disclosure for the same has been given to the concerned government departments for respective locations.

(h) INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

(i) SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI) and such systems were adequate and operating effectively.

(j) RISK EVALUATION AND MANAGEMENT

Business Risk Evaluation and Management is an on-going process within the organization. Your Company has a comprehensive risk management framework to identify, monitor and minimize risks while identifying business opportunities.

As per Regulation 21(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Risk Management Committee is applicable to top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year.

Since your Company does not feature in this list, the said regulation is not applicable.

(k) POLICIES

During the financial year under review, the Board of Directors of the Company reviewed all changes and adopted applicable policies to comply with the recent amendments in the Companies Act, 2013 and SEBI Regulations.

Accordingly, the updated policies are uploaded on website of the Company at www.mafatlals.com

AUDITORS

I. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, M/s. Price Waterhouse Chartered Accountants LLP (Firm registration No.012754N/N500016) were appointed as statutory auditors of the

Company for a period of five years by the members of the Company at 103rd Annual General Meeting (AGM) to hold officefrom the conclusion of the 103^rd AGM till the conclusion of the 108^th AGM.

M/s. Price Waterhouse Chartered Accountants LLP, are eligible to be re-appointedfor fiveyears, in terms of provisions of secondtermof

Sections 139 and 141 of the Companies Act, 2013. Accordingly, the Board of Directors of the Company at their meeting held on 28^th May 2022 on the recommendation of the Audit Committee and subject to the approval of the Shareholders of the Company at the ensuing AGM, approved the re-appointment of M/s. Price Waterhouse Chartered Accountants LLP, (Firm registration No.012754N/N500016) as Statutory

Auditors of the Companyforasecondtermoffive years i.e. from the conclusion of the 108 ^th AGM till the conclusion of the 113^th AGM to be held in 2027.

The Company received written consent and a certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act and Rules issued thereunder from M/s. Price Waterhouse CharteredAccountantsLLP.Theyconfirmedto hold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India (ICAI) as required under listing regulations.

M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, (Firm registration No.012754N/N500016) issued Auditors Report for the Financial Year ended 31^st March 2022 and there are no qualifications in Auditors Report.

II. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, Mr. Umesh Ved, Company Secretary in practice, was appointed to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2021-22 is annexed, which forms a part of this report, as Annexure – III. There were no qualifications, reservation or adverse remarks given by

Secretarial Auditor of the Company in the Secretarial Audit Report of the Company.

III. COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with relevant rules made thereunder, maintenance of cost records for Company’s "Textiles" products is required and accordingly such accounts and records are made and maintained by the Company. The Directors wish to inform that consequent to sudden demise of Mr. Bhalchandra C. Desai, who was appointed as Cost Auditor to audit the cost records of the Company for the financial year 2021-22, the Board of Directors, on the recommendation of the Audit Committee on 28^th March, 2022, appointed M/s. B. Desai & Co., Cost Accountants, (Firm Registration Number 005431), to fill the casual vacancy on a remuneration of Rs.4,37,500/- (Rupees Four Lacs Thirty Seven Thousand Five Hundred only) per annum plus reimbursement of out-of-pocket expenses. M/s. B. Desai & Co., Cost Auditor, being eligible, consented to act as the Cost Auditor of the Company for the financial year ended 2021-22. The resolution, as a modification of the resolution of the members passed at the107 ^th AGM, is being placed before the members in a General Meeting for the ratification of remuneration to be paid to M/s. B. Desai & Co., Cost Auditor, towards the conduct of an audit of cost records of the Company for the financial year ended 2021-22 at Item No. 4 of the Notice convening the 108 ^th AGM. Further, the Board of Directors, on the recommendation of the Audit Committee, on 28^th May 2022 also appointed M/s. B. Desai & Co., a firm of Cost Accountants as Cost Auditor to conduct the audit of the cost records of the Company for the financial year 2022-23 M/s. B. Desai & Co., being eligible, has consented to act as the Cost Auditor of the Company for 2022-23 and also confirmed his independent status and an arm’s length relationship with the Company. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors must be ratified by the members. Accordingly, necessary resolutions were included at Item No. 4 of the Notice convening the 108^th AGM.

IV. INTERNAL AUDITOR

M/s. Aneja Associates, a reputed firm of Chartered Accountants, are the Internal Auditors of Directors, in consultation with the Internal Auditors, formulated the scope, functioning, periodicity and methodology for conducting the internal audit.

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

Information required under section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is enclosed as ANNEXURE - B and forms part of the report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is enclosed as ANNEXURE - C and forms a part of the report.

APPRECIATION

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers for their continued contribution to your Company. The Directors also express appreciation to the Company’s customers, business associates, banks, government departments, agencies, service providers, suppliers and other stakeholders for standing by the Company during these challenging times.

	For and on behalf of the Board,
	HRISHIKESH A. MAFATLAL
Place: Mumbai	Chairman
Date:28th May, 2022	(DIN: 00009872)