Dear Shareholder
Your Directors have pleasure in presenting Second Annual Report and
Audited Statement of Accounts of the Company for the Financial Year ended on 31st
March, 2021.
1. FINANCIAL RESULTS:-
(Rs. in Lakhs)
| PARTICULARS |
FOR THE YEAR ENDED ON 31 MARCH, 2021 |
FOR THE PERIOD 15th OCTOBER,
2019 TO 31st MARCH, 2020* |
| Revenue from Operations |
159840.31 |
67586.05 |
| Other Operating Revenue |
2503.97 |
1735.72 |
| Total Revenue from Operations |
162344.28 |
69321.77 |
| Other Income |
2471.83 |
13847.66 |
| Total Income |
164816.11 |
83169.43 |
| Profit Before Finance Cost & Depreciation |
30463.73 |
24174.57 |
| Finance Cost |
1116.18 |
1824.87 |
| Depreciation and Amortization Expenses |
5064.52 |
2239.81 |
| Profit Before Exceptional Item & Tax |
24283.03 |
20109.89 |
| Exceptional item |
(650.00) |
- |
| Profit Before Tax |
24933.03 |
20109.89 |
| Payment and Provision of Current Tax |
6625.00 |
2695.00 |
| Deferred Tax Expenses/(Income) |
(193.40) |
1750.57 |
| Profit After Tax |
18501.43 |
15664.32 |
*Restated Pursuant to Scheme of Amalgamation
2. COMPOSITE SCHEME OF ARRANGEMENT:-
The Honble National Company Law Tribunal (NCLT), Ahmedabad Bench vide
its order dated 3 May 2021 (the "Order"), has approved the Composite Scheme of
Arrangement ("the Scheme") to demerge the Agrochemicals and Pigments Division of
erstwhile Meghmani Organics Limited (MOL) along with its investment in Optionally
Convertible Redeemable Preference Shares ("OCRPS") of Meghmani Finechem Limited
(MFL) and transferred to the Company as a going concern. The Scheme has been made
effective from 10th May, 2021.
3. FISCAL 2021 COMPARED TO FISCAL 2020
The Fiscal 2020 refers to the period from October 15, 2019 i.e. date of
incorporation to March 31,2020, while Fiscal 2021 refers to the twelve months ended March
31, 2021. Further, until Fiscal 2020, our Company did not carry on any business
activities. Pursuant to Composite Scheme of Arrangement, the Agrochemical and Pigment
business operated by erstwhile Meghmani Organics Limited stands transferred to Meghmani
Organochem Limited (now known as Meghmani Organics Limited) and the financials as
disclosed above are based on the restated impact given to the financials on account of the
Composite Scheme of Arrangement.
Accordingly, our results of operations in Fiscal 2021 are not strictly
comparable with the Fiscal 2020.
4. EFFECT OF SCHEME IN PREPARATION OF ACCOUNTS
The Company has given effect to the Scheme for the year ended March 31,
2021 considering it to be an adjusting event and has accounted the same as per the pooling
of interest method since the conditions as per the requirements of Ind AS 103 - Business
Combinations of entities under common control are met. The previous year numbers have been
restated as per the requirements of Ind AS 103. The Company was incorporated on 15 October
2019 and hence comparative numbers have been restated from the date of incorporation i.e.
15 October 2019 as per the requirements of Ind AS 103.
Accordingly, our results of operations in Fiscal 2021 are not strictly
comparable with the Fiscal 2020.
5. COVID-19 PANDEMIC & IMPACT ON OUR BUSINESS :-
The Company continues to adopt measures to curb the impact of COVID-19
pandemic in order to protect the health of its employees and ensure business continuity
with minimal disruption including remote working, maintaining social distancing,
sanitization of workspaces etc. The Company has taken into account all the possible
impacts of COVID-19 in preparation of these financial statements, including but not
limited to its assessment of liquidity and going concern assumption and recoverable values
of its financial and non-financial assets. The Company has carried out this assessment
based on available internal and external sources of information up to the date of approval
of these financial statements and believes that the impact of COVID-19 is not material to
these financial statements and expects to recover the carrying amount of its assets and
meet the current financial obligations. However, the impact assessment of this pandemic is
a continuing process given the uncertainties associated with its nature and duration.
Accordingly, the Company will continue to monitor any material changes to future economic
conditions.
6. DIVIDEND: -
The Board of Directors has recommended a Final Dividend of Rs. 1.40
per equity share (140%) on 25,43,14, 211 Equity share (including 11285390 Equity
Shares held by Custodian of Singapore Depository Shareholders) of face value of Rs. 1/-
each for the Financial year 2020 21, which if declared at the ensuing Annual General
Meeting of the Company, will be paid to the shareholders of the Company. The dividend
payout amount for the year under review will be 3560.40 Lakhs as compared to 2543.14
Lakhs in the previous year.
During the year, unclaimed dividend amount of Rs. 20.97 Lakhs
pertaining to FY 2012-13 of erstwhile Meghmani Organics Limited were transferred to
Investor Education & Protection Fund (lEPF) established by the Central Government,
while Unclaimed Dividend relating to Financial Year 2013-14 is due for transfer on 10
August, 2021 to IEPF.
Transfer of Shares in favor of Investor Education and Protection Fund
(IEPF) Authority
Pursuant to the applicable provisions of the Companies Act, 2013 read
with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the shares on which dividends have not been claimed for 7 consecutive
years were required to be transferred in favour of IEPF authority. Accordingly, erstwhile
Meghmani Organics Limited has transferred 5207 Equity Shares in favour of IEPF Authority
during Financial Year 2020-21 with this total 132529 Equity Shares have been transferred
till FY 2020-21.
7. AUDITORS REPORT: -
There is no qualification, reservation or adverse remarks or disclaimer
made by the Auditors in their report on the financial statement of the Company for the
Financial Year ended on 31 March, 2021.
8. SHARE CAPITAL:-
(A) Authorized Share Capital:
As per the order of Honble NCLT, Ahmedabad Bench, the Authorised Share
Capital representing 11,50,00,000 equity shares of 1 each of erstwhile Meghmani Organics
Limited have been transferred to the Company. The Company has further increased its
authorised share capital represented by 25,45,00,000 equity shares of Rs. 1 each and the
Present Authorised Capital is Rs. 37,00,00,000/- divided into 37,00,00,000 equity shares
of Rs. 1 each.
(B) Issued and Paid-up Share Capital:
As an integral part of the Scheme of Arrangement,
a) the Share Capital amounting to Rs. 5,00,000 stands cancelled
automatically and reduced in terms of section 66 of the Companies Act, 2013;
b) The face value of the equity share of the Company has been
sub-divided from Rs. 10 to Rs. 1 each without any further act;
c) Issued and allotted 25,43,14211 equity shares to the shareholders of
erstwhile Meghmani Organics Limited whose name appears in the register of members of
erstwhile Meghmani Organics Limited as on the Record Date i.e. May 19, 2021.
The Paid up Equity Share Capital as of the Company stands to Rs.
2543.14 Lakhs.
During the year under review, the Company has neither issued shares
with differential rights as to dividend, voting or otherwise nor issued shares (including
sweat equity shares) to the employees or Directors of the Company, under any Scheme. The
Company has not issued any convertible instrument during the year.
No disclosure is required under Section 67(3)(c) of the Companies Act,
2013 (Act) in respect of voting rights not exercised directly by the employees of the
Company as the provisions of the said Section are not applicable.
9. FINANCIAL LIQUIDITY: -
Cash and Cash equivalent as at 31 March, 2021 was Rs. 2033.87 Lakhs
(Previous year Rs. 769.39 Lakhs). The Companys working capital management is based on a
well-organized process of continuous monitoring and controls on Receivables, Inventories
and other parameters.
10. CREDIT RATING:-
CRISIL has reaffirmed Long Term Rating CRISIL AA-/ Stable
and Short Term Rating CRISIL A1+ to its total Bank loan facility of Rs. 629.00 Crore by
CRISIL Limited (Rating Agency) vide its letter MEGORGN/263796/ BLR/0121/01852 dated
January 29, 2021 issued to the erstwhile Meghmani Organics Limited.
11. UPDATES ON FIRE INSURANCE CLAIM -AGRO - III - DAHEJ ON 26TH
MARCH,2019: -
The Final Claim papers of material loss of Rs. 1300 Lakhs of
erstwhile Meghmani Organics Limited have been submitted to the OIC by Surveyor. The
erstwhile Meghmani Organics Limied has already received Rs. 650 lakhs on account from the
insurance Company and your Company expects to get the balance amount of 650 Lakhs of
the material claim in the Q2FY2022. The Claim processing has been affected due to severe
Covid 19 Pandemic situation and resulting lock down in New Delhi.
The Company has also submitted the Business Interruption claim of
around Rs. 600 Lakhs to Surveyor. The same has been also delayed due to lock down
situation.
12. ANNUAL RETURN: -
The Annual Return of the Company as on 31 March, 2021 is available on
the website of the Company at www.meghmani.com in the investor section.
13. BOARD MEETINGS: -
During the year, the Board met five times on 01.04.2020, 15.06.2020,
10.08.2020, 02.11.2020 and 29.01.2021. The compositions of the Board and its attendance
have been given in the Report on Corporate Governance which forms part of this Annual
Report.
14. CONSTITUTION OF COMMITTEES:-
To comply with the requirements on listing, the Company has constituted
the following Committees at the meeting of the Board of Directors held on 5th May, 2021:1.
Audit Committee
2. Nomination and Remuneration Committee
3. Shareholders/Investors Grievances, Share Transfer and Stakeholder
Relationship committee
4. Corporate Social Responsibility
The details with regard to the composition, terms of reference etc. of
above mentioned committees are provided in the Report on Corporate Governance which forms
part of this Annual Report.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-
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.
16. RELATED PARTY TRANSACTIONS (RPT):-
All contracts / arrangements / transactions entered into with Related
Parties during the Financial Year under review were in the ordinary course of business and
on an arms length basis.
There were no Materially Related Party Transactions i.e. transactions
exceeding 10% of the annual consolidated turnover as per the last audited financial
statements. Hence, no transactions are required to be reported in Form AOC2.
The Company has also taken members approval at its Extra Ordinary
General Meeting held on 7 July, 2021 for entering into the transactions with Related
Parties from 1 June, 2021 till decided otherwise.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Companys website may be accessed on the Companys website in the investor
section.
17. MATERIAL CHANGES:-
The Honble National Company Law Tribunal (NCLT), Ahmedabad Bench vides
its Order dated 3 May, 2021 approved the Composite Scheme of Arrangement. The Company has
received the certified copy on 5 May, 2021 and the same was filed with the office of the
Registrar of Companies vide e-form INC 28 on 8 May, 2021. The Company has also passed the
resolution to take NCLT Order on record and other enabling resolutions for business
operations.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO: -
The information pertaining to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is is
provided as Annexure-A hereto.
19. SUBSIDIARY COMPANIES: -
Pursuant to the order of NCLT dated 3 May, 2021 the following four
Subsidiaries of erstwhile Meghmani Organics Limited stand transferred to and become the
subsidiary of the Company;
| Sr. No. |
Name of the Subsidiary |
Status |
| 1. |
Meghmani Organics USA INC. (USA) |
Active - Distribution Business |
| 2. |
P T Meghmani Organics Indonesia (Indonesia) |
Operations Closed - Distribution Business |
| 3. |
Meghmani Overseas FZE - Sharjah - Dubai |
Operations Closed -Distribution Business |
| 4. |
Meghmani Synthesis Limited |
Newly Incorporate -Manufacturing Business |
As provided in Section 136 of the Act, the Balance Sheet, Statement of
Profit and Loss and other documents of the Subsidiary companies are not being attached
with the Balance Sheet of the Company.
The Consolidated Financial Statements presented by the Company include
financial results of its subsidiary companies, which will be kept open for inspection at
the Registered Office of the Company.
As provided in Section 129(3) of the Companies Act and Rules made
thereunder a statement containing the salient features of the financial statements of its
subsidiaries in the format AOC-1 provided as Annexure-B attached hereto.
The policy relating to material subsidiaries as approved by the Board
may be accessed on the Companys website.
20.CONSOLIDATED FINANCIAL STATEMENT:-
In accordance with the Ind AS-110 on Consolidation of Financial
Statements read with Ind AS-28 on Accounting for Investments in Associates and Joint
Ventures and as provided under the provisions of the Companies Act, 2013 [hereinafter
referred to as "Act"] read with Schedule III to the Act and Rules made
thereunder and Accounting Standards and regulation as prescribed by Securities and
Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Audited Consolidated Financial Statements are provided
in the Annual Report, which shows the financial resources, assets, liabilities, income,
profits and other details of the Company, its associate companies and its subsidiaries
after elimination of minority interest, as a single entity.
The Consolidated Financial Statements have been prepared on the basis
of the Audited Financial Statements of the Company and its Subsidiary Companies, as
approved by their respective Board of Directors.
Pursuant to the provisions of Section 136 of the Companies Act, 2013,
the Financial Statements of the Company, the Consolidated Financial Statements along with
all relevant documents and the Auditors Report thereon form part of this Annual Report.
The Financial Statements as stated above are available on the website
www.meghmani.com of the Company.
21. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP):-
(A) DIRECTORS RETIRING BY ROTATION
Mr. Jayanti Patel and Mr. Ashish Soparkar are the Directors retiring by
rotation and being eligible has offered themselves for re-appointment.
(B) KEY MANAGERIAL PERSONNEL:-
Pursuant to Section 2(51) of the Companies Act, 2013, read with the
Rules framed there under, the following persons have been designated as Key Managerial
Personnel of the Company:
1. Mr. Ankit Patel - Chief Executive Officer (CEO)
2. Mr. Gurjant Singh Chahal - Chief Financial Officer (CFO)
3. Mr. Jayesh Patel - Company Secretary (CS)
(C) APPOINTMENT OF INDEPENDENT DIRECTORS
To comply with the SEBI (LODR) Regulations, 2015, your company has
appointed following 5 (Five) Independent Directors w.e.f 5 May, 2021.
1) Mr. Manubhai Patel
2) Prof. (Dr) Ganapati Yadav
3) Ms. Urvashi Shah
4) Mr. C S Liew and
5) Mr. Bhaskar Rao
(D) APPOINTMENT OF EXECUTIVE DIRECTORS
The following directors have been appointed by the Board of Directors
which were ratified by the members in their Extra-Ordinary General meeting held on 7 May,
2021;
| Name |
Designation |
Terms |
| Mr. Jayanti Patel |
Executive Chairman |
5 years w.e.f. 1 June, 2021 |
| Mr. Ashish Soparkar |
Managing Director |
5 years w.e.f. 1 June, 2021 |
| Mr. Natwarlal Patel |
Managing Director |
5 years w.e.f. 1 June, 2021 |
| Mr. Ramesh Patel |
Executive Director |
5 years w.e.f. 1 June, 2021 |
| Mr. Anand Patel |
Executive Director |
5 years w.e.f. 1 June, 2021 |
The remuneration payable to Executive Directors includes fixed amount
of salary and performance based remuneration. The performance based remuneration shall be
decided by the Board of Directors collectively considering the performance of the Company.
22. INTERNAL AUDIT
The Internal Audit (IA) function reports to the Audit Committee of the
Board, which helps to maintain its objectivity and independence. The scope and authority
of the IA function is defined by Audit Committee. The Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
M/s. C N K Khandwala & Associates, Chartered Accountants has been
reappointed as Internal Auditor for the Financial Year 2021-22.
23. FIXED DEPOSITS:-
During the year, the Company has not accepted any deposits from the
public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules
framed there under.
24. INDEPENDENT DIRECTORS DECLARTION OF INDEPENDENCE- :-
The Independent Directors were appointed at the Board meeting held on 5
May, 2021 and hold office for a fixed term not exceeding five years and are not liable to
retire by Rotation. In accordance with Section 149(7) of the Companies Act 2013, each
Independent Director has given a written declaration to the Company confirming that he/she
meets the criteria of Independence as mentioned under Section 149(6) of the Companies Act,
2013 and SEBI Regulations.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR) :-
Your Company continued the social development schemes initiated in
previous years. These projects covered the broad thematic areas of Livelihood, Eradication
of Poverty Women Education, Women Empowerment, Support and help to fight Covid - 19
Pandemic, promoting Yoga, Kanya Kelwani Nidhi and Vanvasi Kalyan Yojana that are in
compliant with Companies Act 2013.
In accordance with the requirements of Section 135 of the Act, your
Company has constituted a CSR Committee. The Annual Report on CSR activities outlining
geographical areas for CSR activities, composition of CSR committee, amount of CSR fund
expended etc is annexed herewith as Annexure - C.
26. BOARD EVALUATION:-
The Company has adopted the policy for evaluation of the performance of
the Board, its committees and individual directors on 5 May, 2021 in order to comply with
the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as the
Company is in the process of listing and hence evaluation of the performance of the Board
and its Committees will be carried out for the current financial year.
27. REMUNERATION POLICY:-
The Board has adopted a policy for selection and appointment of
Directors, Senior Management and their remuneration on 5 May, 2021 in order to comply with
the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as the
Company is in the process of listing. Brief information about Remuneration Policy is
provided in the Corporate Governance Report which forms part of Annual Report.
28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-
The Company has adopted WHISTLE BLOWER POLICY on 5 May, 2021 to deal
with instance of unethical behaviour, actual or suspected fraud or violation of the
Companys code of conduct, if any. Further, the mechanism adopted by the Company
encourages the whistleblower to report genuine concerns or grievances and provide for
strict confidentiality, adequate safeguards against victimization of whistleblower who
avails of such mechanism and also provides for direct access to the Chairman of the Audit
and Risk Management Committee, in appropriate cases. The WHISTLE BLOWER POLICY is posted
on the website of the Company under investor section.
29. CORPORATE GOVERNANCE:-
The Report on Corporate Governance for FY 2021, as per Regulation 34(3)
read with Schedule V of the SEBI (LODR), Regulations, 2015 forms a part of this Annual
Report. The Certificate obtained from Practicing Company Secretary confirming the
compliance with the conditions of corporate governance is annexed with the Report on
Corporate Governance.
30. BUSINESS RESPONSIBILITY REPORT:-
As a good governance practice, the Business Responsibility Report
describing the initiatives taken by Meghmani Organics Limited(Demerged Company) from an
environment, social and governance perspective in the format specified by SEBI is
presented in a separate section which forms part of the Annual Report.
31. RISK MANAGEMENT:
The risks are measured, estimated and controlled with the objective to
mitigate its adverse impact on the business of the Company. The Company has inherent risk
associated with its business apart from credit risk, liquidity risk and market risk. The
Company has an effective risk management framework to monitor the risk controls in key
business processes. In order to minimize any adverse effects on the bottom line, your
Company takes various mitigation measures such as credit controls, foreign exchange
forward contracts to hedge foreign currency risk exposures.
32. AUDITORS:-
(A) STATUTORY AUDITORS:-
M/s. SRBC & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn.
No. 324982E / E 300003) was appointed as Statutory Auditors on 4 August, 2020, to hold
office for a period of five consecutive years from the conclusion of 1st Annual General
Meeting (AGM) till the conclusion of 05th AGM.
During the year, the Auditors had not reported any matter under Section
143(12) of the Act and therefore, no detail is required to be disclosed under Section
134(3) (ca) of the Act.
The Statutory Auditors comment on your Companys account for the year
ended 31 March, 2021 are self-explanatory in nature and do not require any explanation.
The Auditors Report does not contain any qualification or adverse remarks.
(B) SECRETARIAL AUDITOR:-
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Shahs & Associates, a firm of Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for FY 2021-22. The Secretarial
Audit Report for FY 2021 is annexed hereto as Annexure-D.
(C) COST-AUDITOR:-
Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit records
maintained by the Company in respect of Certain Pigment and Agrochemicals products are
required to be audited by a Qualified Cost Accountant.
Your Directors have on the recommendation of the Audit Committee,
appointed M/s. Kiran J Mehta & Co. Cost Accountants (Firm Registration number 00025)
to audit the Cost Accounts of the Company for the Financial Year 2021-22.
A Resolution seeking ratification of remuneration payable to M/s. Kiran
J Mehta & Co., Cost Accountants, is included in the Notice convening the Annual
General Meeting.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
As per Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report, is
appended to this report.
34. INSURANCE: -
The Companys Plant, Property, Equipment and Stocks are adequately
insured under the Industrial All Risk Policy. The Company has insurance coverage for
Product Liability, Public Liability, Marine coverage and Commercial General Liability
(CGL). The Company has Directors and Officers Liability Policy (D&OL) to provide
coverage against the liabilities arising on them.
35. FINANCE:- RENEWAL OF WORKING CAPITAL FACILITY:-
The Consortium Bank Members have been reconstituted with continuation
of State Bank of India, ICICI Bank Limited and HDFC Bank Limited with fresh induction of
Axis Bank Limited and DBS Bank Limited. The Working Capital Credit facilities up to Rs.
40000 Lakhs has remained cunchanged.
35. AGROCHEMICAL REGISTRATION:-
The Company has 650 registration of export (including Co-partner
Registrations world wide) and Central Insecticides Board (CIB), Faridabad. The company has
31 Trade Marks registrations.
36. RESEARCH & DEVELOPMENT:-
The laboratory facility situated at Village Chharodi, Ahmedabad is
having Certificate of GLP Compliance from National Good Laboratory Practice (GLP)
Compliance Monitoring Authority (NGCMA), Department of Science and Technology, Government
of India vide certificate No. GLP/C-106/2017 dated 18 October, 2017, for a period five
years up to 17.10.2020. Current GLP Certificate N0: GLP/C-162/2021 (Validity: Oct-2020 to
2023) Good Laboratory Practice (GLP) refers to a quality system of management controls for
research labs to ensure the uniformity, consistency, reliability, reproducibility, quality
and integrity of the tests conducted therein
Research and Development (R & D) Center of the Company at Village
Chharodi, Taluka: Sanand, District: Ahmedabad is registered by Council of Scientific &
Industrial Research (CSIR), New Delhi. R & D Center carries out Development of
off-patent molecules, improvements in process parameters, time cycle optimization, and
scale up of new technology from laboratory to production level. State of the Art R&D
facilities are spread over 5000 sq. feet area with ~35 researchers and scientists and have
various sophisticated analytical instruments.
Indian Patent Authority has granted 3 process patents.
37. ENVIRONMENT: -
As a responsible corporate citizen and as a chemicals manufacturer
environmental safety has been one of the key concerns of the Company. It is the constant
endeavor of the Company to strive for compliant of stipulated pollution control norms.
38. INDUSTRIAL RELATIONS:-
The relationship with the workmen and staff remained cordial and
harmonious during the year and management received full cooperation from employees.
39. PARTICULARS OF EMPLOYEES:-
The applicable information required pursuant to Section 197 of the
Companies Act, 2013 read with Rule (5) of the Companies (Appointment and Remuneration of
Managerial Personnel), Rules 2014 in respect of the employees are not presented as the
accounts are restated due to approval of Composite Scheme of Arrangement.
40. DIRECTORS RESPONSIBILITY STATEMENT:-
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following statement
in terms of Section 134 of the Companies Act (Act):—
a) In the preparation of the Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
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 31 March, 2021 and
of the profit of the Company for the period ended on 31 March, 2021.
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 (IFC) and
that such Internal Financial Controls are adequate and have been operating effectively.
f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems have been found adequate and
operating effectively.
41.OTHER DISCSLOSURE AND INFORMATION: -
(A) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of the provisions of the sexual harassment of
women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules
made thereunder, our Company has constituted Internal Complaints Committees at various
locations as per requirement of the Act which are responsible for redressal of complaints
relating to sexual harassment against woman at workplace. During the year under review,
there were no complaints pertaining to sexual harassment against women.
(B) SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE AUTHORITY:
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status of the Company and its future
operations.
(C) ANNUAL LISTING FEE:-
The Company is in the process of listing with National Stock Exchange
of India Limited and BSE Limited and paid initial listing fees to both the Stock
exchanges.
(D) COMPLIANCE WITH SECRETARIAL STANDARDS
The Board affirms that the Company has complied with the applicable
Secretarial Standards (SS-1 and SS-2) issued by ICSI relating to meetings of Board, its
Committees and meeting of Shareholders.
ACKNOWLEDGMENT: -
The Board of Directors places on record their grateful appreciation for
the assistance and continued support received from various Central and State Government
Departments, Organizations and Agencies involved therein. Your Directors also gratefully
acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors,
Banks and other business partners for the excellent support received from them during the
year under review. The Directors place on record their sincere appreciation to all
employees of the Company for their unstinted commitment and continued contribution to
achieve goals of the Company.
|
For and on behalf of the Board |
|
Jayanti Patel |
| Date: 20 May, 2021 |
Executive Chairman |
| Place: Ahmedabad |
DIN - 00027224 |
+91-9892691696
