Medico Remedies Ltd Directors Report.

To,

The Members

MEDICO REMEDIES LIMITED

(Formerly known as "Medico Remedies Private Limited")

The Board of Directors take pleasure in presenting the Twenty-Sixth Annual Report of Medico Remedies Limited ("Company") together with the Audited Financial Statements for the Financial Year ("FY") ended 31st March, 2020.

FINANCIAL HIGHLIGHTS

(In Rs.)

Particulars FY 2019-20 FY 2018-19
Total Income 90,73,31,322 99,58,97,615
Total Expenses 88,51,79,864 97,41,46,695
Profit Before Tax 2,21,51,458 2,17,50,920
Provision for Tax 58,48,000 60,49,819
Profit After Tax 1,63,03,459 1,57,01,101

OVERVIEW OF COMPANY PERFORMANCE

During the year under review, the Company has recorded total turnover of Rs. 90,73,31,322 (PY Rs. 99,58,97,615/-). The Net profit after tax of the Company, for FY under review is Rs.1,63,03,459 (PY Rs. 1,57,01,101/-) The Companys performance for the FY under the review was moderate, the last part of 4th quarter was impacted by the unforeseen development of the COVID-19 pandemic.

Impact of COVID-19

In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity causing significant disturbance and slowdown of economic activity and business operation of the companies, by way of interruption in production, supply chain disruption, unavailability of personnel, and closure / lockdown of production facilities etc.

Measures were taken to contain the spread of the virus, including travel bans, quarantines, social distancing and closures of non-essential services etc. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees. As of 31st March, 2020, work from home was enabled for the employees to work remotely and securely. Although there are uncertainties due to the pandemic, the Company is confident to navigate the challenges ahead and gain market share. The Management is closely analyzing and monitoring the situation and getting prepared to emerge stronger in the longer term.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013

The Company has not transferred any amount to General Reserves for the FY 2019-2020.

DIVIDEND

The Directors have not recommended any dividend for the FY 2019-2020.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business of the Company during the FY under review.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

As on 31st March, 2020, the Company does not have any Subsidiary, Joint venture or Associate Companies.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

No material changes and commitments, which could affect the Companys financial position, have occurred between the end of the financial year and the date of this Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as required under section 92(3) of the Companies Act, 2013 ("Act") and rules framed thereunder is annexed to this Report and marked as Annexure-I. The extract of annual return is also available on the website of the company at www.medicoremedies.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board

The Board is constituted with an optimum combination of Executive and Non-Executive Directors in accordance with the requirements of the Act read with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

During the FY under review, Mrs. Shweta Mehta (DIN : 07121215), resigned as WholeTime Director" w.e.f. 23rd October, 2019. The Board places on record its deepest gratitude and appreciation towards valuable contribution made by Mrs. Shweta Mehta to the growth and governance of the Company during her tenure.

On 31st March, 2020, the total strength of the Board is 7 (Seven) Directors comprising of 4 (Four) Executive Directors out of which 1 (One) is a Woman Director and 3 (three) NonExecutive, Independent Directors.

Appointment/Re-appointment of Directors in AGM

Mr. Rishit Mehta (DIN: 07121224) Director of the Company, will retire by rotation at the ensuing Annual General Meeting in pursuance of Section 152 of the Act and being eligible, has offered herself for re-appointment. The Board recommends his re-appointment.

The term of office of Mr. Haresh Mehta as Chairman and Whole-Time Director of the Company will expire on 15th September, 2020. The Board, on the recommendation of the Nomination and Remuneration Committee have approved the re-appointment of Mr. Haresh Mehta as Chairman and Whole-Time Director of the Company for a period of 3 (three) years with effect from 16th September, 2020, subject to the approval of shareholders at the ensuing AGM.

The term of office of Mr. Rishit Mehta as Whole-time Director of the Company will expire on 15th September, 2020. The Board, on the recommendation of the Nomination and Remuneration Committee have approved the re-appointment of Mr. Rishit Mehta as Wholetime Director of the Company for a period of 3 (three) years with effect from 16th September, 2020, subject to the approval of shareholders at the ensuing AGM.

As stipulated under the Regulation 36(3) of Listing Regulations, brief resume of Mr. Rishit Mehta and Mr. Harshit Mehta are annexed with the Notice convening the Annual General Meeting.

Board Meetings

During the FY 2019-2020 under review, 5 (Five) Board Meetings were held on the following dates in accordance with the provisions of the Act and rules made there under.

25/05/2019 01/08/2019 29/08/2019 13/11/2019 18/02/2020

The gap between two consecutive Board Meetings did not exceed 120 days. Attendance at Board meetings:

Sr. No. Name of Directors No. of Meetings attended
1 Mr. Haresh Mehta 5/5
2 Mr. Harshit Mehta 5/5
3 Mrs. Rita Mehta 5/5
4 Mr. Rishit Mehta 5/5
5 Mrs. Shweta Mehta* 3/5
6 Mr. Deepak Vekaria 5/5
7 Mr. Ramesh Rughani 5/5
8 Mr. Bharat Rathod 5/5

* Mrs. Shweta Mehta (DIN : 07121215), resigned as Whole-Time Director" w.e.f. 23rd October, 2019

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its Committees, Independent Directors, Non-Executive Directors, Executive Directors, and the Chairman of the Board.

The Nomination and Remuneration Committee has laid down the manner in which formal annual evaluation of the performance of the Board, its Committees and Individual Directors has to be made. On the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. It includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors/Non-Executive Directors/Executive Directors and the Chairman of the Company.

Independent Directors

The Company has received necessary declarations from all the Independent Directors of the Company affirming compliance with the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16 (1)(b) of the Listing Regulations. The terms and conditions of appointment of Independent Directors are disclosed on the website of the Company.

As stipulated by the Code of Independent Directors pursuant to the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 14th February, 2020 inter alia to:

(i) Evaluate the performance of Non-Independent directors and the Board as a whole;

(ii) Evaluate the performance of the Chairman and Managing Director of the Company; and

(iii) Evaluate the quality, quantity and timelines of flow of information between the executive management and the Board.

All Independent Directors were present at the meeting. The Directors expressed their satisfaction with the evaluation process.

Key Managerial Personnel

Pursuant to Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Mr. Harshit Mehta, Managing Director, Mr. Haresh Mehta, Chief Financial Officer & Mr. Dinesh Modi, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company during the year under review.

COMMITTEES OF THE BOARD

The Board has constituted a set of committees in accordance with the requirements of the Act. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The statutorily mandated committees constituted under the provisions of the Act and Listing Regulations are Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

The composition, terms of reference and other such necessary details of these Board level committees are as under:

AUDIT COMMITTEE

The Audit Committee comprises of 3(three) Members, out of which 2 (two) are Independent Directors and 1 (one) is Executive Director. The Chairman of the Committee is an Independent Director. The composition of the Committee and the scope of its activities and powers are in conformity with the requirements of the Act. The Members of the Committee are well versed in finance matters, accounts, company law and general business practices. The previous AGM of the Company was held on 26th September, 2019 and was attended by the Chairman of the Audit Committee.

The Company held 4 (Four) meetings of the Committee were held during the year under review on the following dates:

25/05/2019 01/08/2019 13/11/2019 18/02/2020

Constitution and Meetings attendance

The constitution and attendance details of the Audit Committee is as under:

Sr. No. Name of Members Category Designation No of meetings attended
1 Mr. Deepak Vekaria Independent Director Chairman 4/4
2 Mr. Ramesh Rughani Independent Director Member 4/4
3 Mr. Haresh Mehta Whole-time Director Member 4/4

Terms of Reference

The brief terms of reference of this Committee are as under -

(i) To oversee the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

(ii) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

(iii) Reviewing with management the annual financial statements before submission to the Board, focusing primarily on:

a) Any changes in accounting policies and practices.

b) Major accounting entries based on exercise of judgment by management.

c) Qualifications in draft audit report, if any.

d) The going concern assumption.

e) Compliance with accounting standards.

f) Compliance with Stock Exchange and legal requirements concerning financial statements.

g) Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of Company at large.

h) Reviewing with the management, External and Internal auditors the adequacy of Internal Control System.

i) Reviewing the findings of any internal investigations in the matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

j) Discussion with external auditors before the audit commences nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

k) Reviewing the Companys financial and risk management policies.

l) To look into the reasons for substantial defaults in the payment to the depositors, debentures holders, shareholders (in case of no nonpayment of declared dividends) and creditors.

m) To approve the appointment of the Internal auditor after assessing the qualifications, experience, background, etc. of the candidate.

Vigil Mechanism (Whistle Blower Policy)

As per the provisions of Section 177(9) of the Act, the Company has established a Vigil Mechanism for Directors and Employees by formulating Whistle Blower Policy to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal. The said policy can be accessed on the Companys website www.medicoremedies.com.

Internal Audit:

M/s. T. K. Shah & Associates, Chartered Accountants, Internal Auditors of the Company have carried out the Internal Audit for FY 2019-20. The reports and findings of the Internal Auditor are quarterly reviewed by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of 3 (three) Independent Directors. The composition of the Committee and the scope of its activities and powers are in conformity with the requirements of the Act. The previous AGM of the Company was held on 26th September, 2019 and was attended by the Chairman of the Nomination and Remuneration Committee. The Company held 1 (One) meetings of the Committee was held during the year under review on 14th February, 2020.

Constitution and Meetings Attendance

The constitution and attendance details of the Nomination and Remuneration Committee is as under :

Sr. Name of Member No. Category Designation No of meetings attended
1 Mr. Ramesh Rughani Independent Director Chairman 1/1
2 Mr. Deepak Vekaria Independent Director Member 1/1
3 Mr. Bharat Rathod Independent Director Member 1/1

Terms of Reference

The terms of reference of Nomination and Remuneration Committee broadly includes-

a) To determine the remuneration package for any Executive Directors as well as remuneration payable to the non-executive Directors from the year to year.

b) To help in determining the appropriate size, diversity and composition of the Board;

c) To recommend to the Board appointment/reappointment and removal of Directors;

d) To frame criteria for determining qualifications, positive attributes and independence of Directors.

e) To create an evaluation framework for Non-executive & Independent Directors and the Executive Board;

f) Delegation of any of its powers to any Member of the Committee or the Compliance Officer.

Nomination and Remuneration Policy

Pursuant to the provision of Section 178 of the Act and Regulation 19 of Listing Regulations the Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy relating to remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees, along with the criteria for appointment and removal of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The said policy has been is annexed to this Report and marked as "Annexure-II" and has been hosted on the Companys website www.medicoremedies.com.

Familiarization Program for Independent Directors

The Company has been familiarizing the Independent Directors on its Board with necessary documents, reports, internal policies, amendments to the various enactments, statutory laws, etc., to enable them to familiarise themselves with the Companys operations. The details of familiarization programme of the independent Directors are available on the website of the Company http://www.medicoremedies.com/.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of 3 (three) Directors out of which 2 (two) Executive Directors and 1 (one) Independent Directors. The Chairman of the Committee is an Independent Director. The composition of the Stakeholders Relationship Committee and the scope of its activities and powers are in conformity with the requirements of the Act. The Company held 1 (One) meetings of the Committee was held during the year under review on 14th February, 2020.

Constitution Details

The constitution of the Stakeholders Relationship Committee is as under:

Sr. No. Name of Member Category Designation
1 Mr. Bharat Rathod Non-Executive Independent Director Chairman
2 Mr. Harshit Mehta Managing Director Member
3 Mr. Rishit Mehta Whole-time Director Member

Terms of Reference:

The terms of reference of Stakeholders Relationship Committee broadly includes-

a) Redress Shareholders and Investors complaints.

b) Review all matters connected with the share transfers.

c) Review status of legal cases involving the investors where the Company has been made a party.

Compliance Officer:

Mr. Dinesh Modi, Company Secretary of the Company is designated as the "Compliance Officer" to oversee the redressal of the investors grievances.

No complaints were received from the Shareholders of the Company during the FY under purview

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

The details of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as below:

A. CONSERVATION OF ENERGY

(i) Steps taken by the Company on conservation of energy:

Many steps towards energy conservation has taken & implemented successfully

a. Automatic power factor control (APFC) panel installed to ensure power factor more than 99.5 %.

b. All MS lines of compressed air replaced by PPRC lines to stop leakages. This stops minute leakages due to corrosion & substantial power is saved.

c. Water quality is improved to reduce scaling of lines, hence increased cooling effect

d. Old inefficient air compressor is replaced by new latest technology based air compressor to improve efficiency.

e. Additionally, company is planning to install boiler and generator of high capacity, to improve output with fuel efficiency.

B. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

(i) The efforts made towards technology absorption:

a. Company has invited quotations from various suppliers to install solar panels on the roof of factory building. This will save electricity bill every month substantially to large extent.

b. Company has installed zero discharge ETP system to protect environment and control pollution.

(ii) The expenditure incurred on research & development:

Company has talented and skillful experienced person to develop new formulations with stability and efficacy of product as well as doing research & development to improve existing formulations to make it cost effective and more stable during shelf life.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars FY 2019-20 FY 2018-19
Foreign exchange earnings (value of export) 62,53,85,496 71,47,60,502
Foreign exchange outgo (value of import) 16,29,865 13,05,96,750

RISK MANAGEMENT

The Board ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business to mitigate all elements of risks which the Company may be exposed to.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements. Internal audits are undertaken on a quarterly basis by a Internal Auditors covering all units and business operations to independently validate the existing controls. Reports of the Internal Auditors are regularly reviewed by the management and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. The Audit Committee evaluates the efficiency and adequacy of the financial control system in the company and strives to maintain the standards in the internal financial controls.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of Companies Act, 2013 are not applicable to the Company. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Directors of the Company state and confirm that:

a. in the preparation of the annual accounts for the financial year 2019-20, the applicable accounting standards have been followed and there are no material departures from the same;

b. 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 a true and fair view of the state of affairs of the company as at 31st March, 2020 and of the profit and loss of the company for the year ended on that date;

c. 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;

d. the Directors had prepared the annual accounts on a going concern basis;

e. 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

f. 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.

AUDITORS

a) Statutory Auditors & their Report:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s V. J. Shah & Co., Chartered Accountants, Mumbai (Registration no. 109823W) were appointed as Statutory Auditors of the Company from the conclusion of the 21st Annual General Meeting (AGM) of the Company till the conclusion of the 26th AGM, subject to ratification of their appointment at every AGM. The Board recommends the Re-appointment of M/s. V. J. Shah & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office for a further tenure of 5 (five) consecutive years from the conclusion of this AGM till the conclusion of the 31st AGM of the Company to be held in the calendar year 2025.

The Company has received a confirmation from them to the effect that their appointment, if made, would be within the prescribed limits U/S 141 of the Companies Act, 2013 and the Rules framed thereunder.

The observations and comments given by the Auditors in their report read together with notes to Accounts are self-explanatory and hence do not call for any further comments under section 134 of the Act.

The Auditors Report for the financial year ended, 31st March, 2020 is annexed herewith for your kind perusal and information and it does not contain any reservation, qualification or adverse remark.

b) Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Act read with the rules framed thereunder, the Company has appointed Mr. Haresh Sanghvi, Practising Company Secretary (CoP No. 3675), for conducting Secretarial Audit of the Company for the financial year ended on 31st March, 2020.

Secretarial Audit Report issued by Mr. Haresh Sanghvi in Form MR-3 forms part to this report Annexure- III. The remarks contained in the said report are self-explanatory and do not require any further explanations.

c) Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. T. K. Shah & Associates., Chartered Accountants as the Internal Auditor of the Company. The Internal Audit reports are reviewed by the Audit Committee on periodic basis.

d) Reporting of fraud by Auditors

There was no instance of fraud during the year under review, which required the Statutory Auditors, Internal Auditors or Secretarial Auditor to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

Pursuant to Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, disclosures on particulars relating to loans, advances and investments as on 31st March 2020 are given in the Notes to the Financial Statements. There are no guarantees issued, or securities provided by the Company in terms of Section 186 of the Companies Act, 2013, read with the Rules issued thereunder.

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various practices and always endeavors to provide an environment that is free from discrimination. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately. During the financial year ended 31st March, 2020, the Company has not received any complaints of sexual harassment.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PUBLIC DEPOSITS

During the FY under review, the Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

The Paid up Equity Share Capital of the Company as on March 31, 2020 was ?4,14,92,000 (Four Crores Fourteen Lakhs Ninety-Two Thousand). During the FY under review, there were no changes in the share capital and the Company has not bought back any of its securities or issued any Sweat Equity Shares or provided any Stock Option Scheme to the employees.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is annexed to this Report as "Annexure-IV".

CORPORATE GOVERNANCE

Since the Company has listed its securities on SME platform, the provisions of Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of Schedule V of the Listing Regulations, are not applicable to the Company for the financial year ended 31st March, 2020.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

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

PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised "Code of Conduct to regulate, monitor and report trading by designated persons in Listed or Proposed to be Listed Securities" of the Company ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of ‘legitimate purposes as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information (UPSI) and aims at preventing misuse of UPSI. The Code is available on the Companys website www.medicoremedies.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forming part of the Directors Report for the year ended 31st March, 2020 and is annexed to this Report and marked as "Annexure V".

During the financial year 2019-20, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere appreciation for the commitment, dedication and hard work done by the employees more particularly ensuring business as usual in spite of COVID-2019 impact. The Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received from all the stakeholders including but not limited to the Government authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management

For and on behalf of the Board
Sd/-
Haresh Mehta
Date: 24th August, 2020 Chairman & Whole-Time Director
Place: Mumbai DIN:01080289