Meghmani Organics Ltd Directors Report.

To,

The Members,

Meghmani Organics Limited

Your Directors have pleasure in presenting Twenty Fifth Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended on 31st March, 2019.

1. FINANCIAL RESULTS

(Rs. in Lakhs)
PARTICULARS YEAR ENDED ON 31st MARCH, 2019 YEAR ENDED ON 31st MARCH, 2018
Revenue from Operations (excluding excise duty) 137513.63 120978.18
Other Operating Revenue 3528.37 2822.01
Revenue from Operations 141042.00 123800.19
Other Income 3882.19 2610.59
Total Revenue 144924.19 126410.78
Profit Before Finance Cost and Depreciation 27108.85 19729.76
Finance Cost 4589.20 3087.17
Depreciation 4629.04 4261.95
Profit Before Extra Ordinary Item & Tax 17890.61 12380.64
Exceptional item (4328.51) 235.82
Profit Before Tax 22219.12 12144.82
Payment and Provision of Current Tax 5390.00 3050.00
Deferred Tax Expenses/(Income) 33.84 1349.86
(Excess)/Short provision of tax for earlier year (73.79) 51.80
Profit After Tax 16869.07 7693.16

2. COMPANYS PERFORMANCE REVIEW Sales:-

The Company is in the business of manufacturing of Pigments and Agrochemicals.

The Sales increased by Rs. 16,535.45 Lakhs (13.67%) i.e. from Rs. 1,20,978.18 Lakhs in FY 2018 to Rs. 1,37,513.63 Lakhs in FY 2019.

The Sales of Pigment Division increased by Rs. 1,467.94 Lakhs (2.55%) i.e. from Rs. 58,247.16 Lakhs in FY 2018 to Rs. 58,934.91 Lakhs in FY 2019.

The Sales of Agrochemical Division has increased by Rs. 14,341.10 Lakhs (22.86%) i.e. from Rs. 64,192.07 Lakhs in FY 2018 to Rs. 77,066.25 Lakhs in FY 2019.

1) DOMESTIC SALES:-

The Domestic Sales decreased by Rs. 1,259.00 Lakhs (-3.93%) i.e. from Rs. 32,016.77 Lakhs in FY 2018 to Rs. 30,757.78 Lakhs in FY 2019.

The Domestic Sales of Pigment Division decreased by Rs. (713.11) Lakhs (-6.34%) i.e. from Rs. 11,241.68 Lakhs in FY 2018 to Rs. 10,528.57 Lakhs in FY 2019.

The Domestic Sales of Agro Division decreased by Rs. (759.74) Lakhs (-3.66%) i.e. from Rs. 20,783.50 Lakhs in FY 2018 to Rs. 20,023.77 Lakhs in FY 2019.

2) EXPORT SALES :-

The Export Sales increased by Rs. 17,794.45 Lakhs (20.00%) i.e. from Rs. 88,961.42 Lakhs in FY 2018 to Rs.1,06,755.85 Lakhs in FY 2019.

The Export Sales of Pigment Division increased by Rs. 2,181.05 Lakhs (4.72 %) i.e. from Rs. 46,225.29 Lakhs in FY 2018 to Rs. 48,406.34 Lakhs in FY 2019.

The Export Sales of Agro Division increased by Rs. 15,100.84 Lakhs (36.00%) i.e. from Rs. 41,941.64 Lakhs in FY 2018 to Rs. 57,042.48 Lakhs in FY 2019.

3) OTHER INCOME :-

Other income increased by Rs. 1,271.60 Lakhs mainly due to Dividend income from Subsidiary Company.

4) PROFIT :-

Profit Before Tax (PBT) increased by Rs. 10,074.30 Lakhs i.e. by (82.95%) while Profit After Tax (PAT) increased by Rs. 9,175.91 Lakhs i.e. by (119.27 %)

3. DIVIDEND:-

The Board of Directors on 08th March, 2019 declared an interim dividend of Rs. 0.60 (60%) per equity share of face value of Rs. 1/- each for the Financial year 2018-19. The above dividend was paid to the Shareholders on March 25, 2019. The Members are requested to approve the interim dividend paid by the Company.

Further, your Directors have also recommended, a final dividend of Rs. 0.40 (40%) per equity share of face value of Rs 1/- each, for the Financial Year ended March 31,2019 subject to approval of Shareholders at the Annual General Meeting. The final dividend, if approved, will be paid on or before August, 05th August, 2019.

The dividend payout amount for the current year is Rs. 2,543.14 Lakhs as compared to Rs. 1,224.35 Lakhs in the previous year.

During the year, unclaimed dividend amount of Rs. 6,00,921.00 pertaining to financial year 2010-11 were transferred to Investor Education & Protection Fund (IEPF) established by the Central Government, while Unclaimed Dividend relating to Financial Year 2011-12 is due for transfer on 10.08.2019 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 favor of IEPF authority. Accordingly, the Company has transferred 36128 Equity shares in favor of IEPF Authority during the Financial Year 2018-19 with this total 102874 Equity shares have been transferred till FY 2018-19.

4. 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 31st March, 2019.

5. SHARE CAPITAL :-

The Paid up Equity Share Capital as on March 31, 2019 was 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.

6. FINANCIAL LIQUIDITY :-

Cash and Cash equivalent as at 31 March, 2019 was Rs. 177.16 Lakhs (Previous year Rs. 122.51 Lakhs). The Companys working capital management is based on a well-organized process of continuous monitoring and controls on Receivables, Inventories and other parameters.

7. CREDIT RATING:-

CRISIL has reaffirmed Long Term Rating CRISIL A +/ Stable and Short Term Rating CRISIL A1 (Reaffirmed) to its total Bank facility of Rs. 70700 Lakhs vide its letter MEGORGN/206873/BLR/ 091800842 dated September, 24, 2018.

8. PURCHASE OF IFC STAKE: -

As per the Share Subscription agreement executed in 2008 between Meghmani Organics Limited (the Company or MOL) with International Finance Corporation (IFC) Washington, USA, Meghmani Finechem Limited and its Promoters, MOL was under obligation to purchase stake of IFC in MFL.

MOL Board decided not to increase its stake in MFL beyond 57.16%. Therefore, MOL purchased IFC stake through its Wholly Owned Subsidiary (WOS) viz., Meghmani Agrochemicals Private Limited (MACPL).

MOL funded Rs. 22,170.89 Lakhs to MACPL for purchase of IFC stake.

9. MERGERS AND AMALGAMATIONS: -

During the year on 11th February, 2019, the Honble National Company Law Tribunal ("Honble NCLT"), Ahmedabad Bench approved Scheme of Arrangement in the nature of Amalgamation of its two step down subsidiary Viz., Meghmani Agrochemicals Private Limited with Meghmani Finechem Limited and Restructure of share capital of Meghmani Finechem Limited.

The Order was taken on record by the Registrar of Companies on March 08, 2019, which being the effective date of Amalgamation.

Consequent upon Scheme of Amalgamation, MFL issued the Preference shares as under:

(I) Rs. 21,091.99 Lakhs in the form of 8% Optionally Convertible Redeemable Preference Shares (‘OCRPS) against equity investment.

(ii) Rs. 22,170.89 Lakhs in the form of 8% Non-Convertible Compulsorily Redeemable Preference Shares (NCRPS). The said NCRPS has been reedemed on 8th March, 2019.

10. UPDATES ON FIRE AT AGRO-III-DAHEJ ON 26TH MARCH,2019: -

The Agrochemical Division-III situated at Plot No-Ch-1+2/A, GIDC Dahej, Dahej, Taluka-Vagra, District-Bharuch-392130, Gujarat, (India) has three Manufacturing Sections supported by other sub-sections. The accidental Fire broke out in one of the manufacturing Section B viz; Cypermethrin plant on Friday, 26th March, 2019.

The Management is in the process of submitting requisite information to Surveyor. Hence, preliminary assessment/claim report is not received from Surveyor. Accordingly, the loss on fire including Inventory, Property Plant and Equipment and other ancillary expenses of Rs 1,586.78 Lakhs as assessed by management is charged to statement of Profit and Loss for the quarter and year ended March 31,2019 inline with requirements of Ind AS 16.

The Company has All Risk Insurance Policy (including Loss of Profit Policy) and is fully covered as far as insurance is concerned.

The other two manufacturing Sections, A and C have not been affected and has started Production from 30th April 2019.

The works to remove the debris and Plant & Machineries have been completed. The Surveyor has completed the assessment of loss of Raw Material Stock, Finished Goods and Work in Process. The Technical Inspection of Plant & Machineries to ascertain the condition (repairable/replaceable) is under process. The Structural Engineer report for damage to Civil construction is awaited. The Company is taking all appropriate safety measures to avoid recurrence of any such eventuality in future.

11. EXTRACT OF ANNUAL RETURN: -

As required by Section 92(3) of the Companies Act, 2013 and the Rules framed there under, the extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure B".

12. MEETINGS:-BOARD MEETINGS: -

During the year, Five Board Meetings (26.05.2018,08.08.2018,29.10.2018,11.02.2019 and 08.03.2019) were convened and held, the details of which are given in the Corporate Governance Report.

AUDIT COMMITTEE MEETINGS:-

During the year, Four Audit Committee Meetings (26.05.2018,08.08.2018,29.10.2018 and 11.02.2019) were convened and held, the details of which are given in the Corporate Governance Report.

13. 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.

14. RELATED PARTY TRANSACTIONS (RPT):-

All contracts/arrangements/transactions entered into with Related Parties during the Financial Year 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 had also taken members approval at its Annual General Meeting held on 27th July, 2018 for entering into the transactions with Related Parties from 01/04/2018 till decided otherwise.

The Company has obtained prior Omnibus Approval of the Audit Committee for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the Omnibus Approval so granted are audited and a statement giving the details of all Related Party Transactions is placed before the Audit Committee for their approval on a Quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website may be accessed on the Companys website.

15. MATERIAL CHANGES:-

No material changes or commitments have occurred between the end of the calendar year and the date of this report which affect the financial statements of the Company in respect of the reporting year.

16. 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 furnished in Annexure- A and is attached to this report.

17. SUBSIDIARY COMPANIES: -

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.

The Financial Statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company.

The Company has following Five Subsidiaries.

Sr. No. Name of the Subsidiary Business
1. Meghmani Organics USA INC. (USA) Distribution Business
2. P T Meghmani Organics Indonesia (Indonesia) Distribution Business
3. Meghmani Overseas FZE-Sharjah-Dubai Distribution Business
4. Meghmani Finechem Limited Manufacturing Business
5. Meghmani Agrochemicals Private Limited * Manufacturing Business

* Pursuant to the Order of National Company Law Tribunal, Ahmedabad Bench, Meghmani Agrochemicals Private Limited has been dissolved by operation of law.

The Company will make available physical copies of these documents upon written request by any Shareholder of the Company.

As provided under Section 129[3] of the Act and Rules made thereunder a statement containing the salient features of the financial statements of its subsidiaries in the Form AOC-1 is attached to the financial statements in ANNEXURE-1.

The policy relating to material subsidiaries as approved by the Board may be accessed on the Companys website.

18. 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 show 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 also available on the website www.meghmani.com of the Company.

19. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP):- APPOINTMENT OF DIRECTORS:-

The terms of appointment of Mr. Jayantilal Patel-Executive Chairman, Mr. Ashish Soparkar and Mr. Natwarlal Patel- Managing Directors, Mr. Rameshbhai Patel and Mr. Ananad Patel-Executive Directors of the Company expired on 31st March, 2019. The Remuneration Committee at its meeting held on 01st April, 2019 has considered and approved reappointment and terms of remuneration for a period of 5 years beginning from 01st April, 2019 to 31st March, 2024. The Board of Directors accepting the recommendation of Remuneration Committee approved the reappointment and terms of remuneration on 24th May, 2019 subject to approval of Share holders.

The statutory period of appointment of Mr. Chander Sabharwal and Mr. B T Thakkar as Independent Director is expiring at this Annual General Meeting to be held on 25th July, 2019.

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. Kamlesh Mehta-Company Secretary

3. Mr. Gurjant Singh Chahal-Chief Financial Officer (CFO)

20. 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 2019-20.

21. FIXED DEPOSITS:-

During the year, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed there under.

22. INDEPENDENT DIRECTORS- DECLARATION OF INDEPENDENCE:-

The Independent Directors hold office for a fixed term of 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.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) :-

Your Company continued the social development schemes initiated in previous years. These projects covered the broad thematic areas of Livelihood, Education, Kanya Kelwani Nidhi and Vanvasi Kalyan Yojana that are in compliant with Companies Act 2013.

During Financial Year 2018-19, the Company has spent an amount of Rs. 245.88 Lakhs (Previous year Rs. 26.22 Lakhs) towards the CSR activities. CSR amount to be spent for Financial Year 2018-19 works out to Rs. 165.65 Lakhs and with previous year figures of Rs. 82.93 Lakhs the Company has to spent Rs. 250.22 Lakhs. The balance amount now to be spent is Rs. 4.34 Lakhs.

24. BOARD EVALUATION:-

Pursuant to the provisions of the Companies Act, 2013, SEBI Regulations, and Singapore Listing requirements, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

25. REMUNERATION POLICY:-

The Board has, on the recommendation of Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:-

The Company has a WHISTLE BLOWER POLICY to deal with instance of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct, if any. The details of the WHISTLE BLOWER POLICY are posted on the website of the Company.

27. CORPORATE GOVERNANCE:-

A Separate Section on Corporate Governance practices followed by the Company, together with a certificate confirming compliance forms an integral part of this report, as per SEBI Regulations. This report also forms part of Singapore Stock Exchange listing requirements.

28. AUDITORS:-

(A) STATUTORY AUDITORS:-

M/s. SRBC & Co LLP Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E/E 300003) was appointed as Statutory Auditors at 23rd Annual General Meeting held on 27th July, 2017 to hold office from the conclusion of 23rd Annual General Meeting (AGM) till the conclusion of 28th AGM i.e. for a period of five years).

To meet with the Singapore Listing Rules requirement, the Company is required to appoint Joint Auditor based at Singapore to sign the Audit Report under International Finance Reporting Standard. The Company has therefore decided to appoint E&Y LLP Singapore as Joint Auditor for FY 2019-20 to comply with IFRS requirements of Singapore Listing Rules.

(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 Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2018-19. The Secretarial Audit Report is appended to this report.

(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 2019-20.

A Resolution seeking appointment and remuneration payable to M/s. Kiran J Mehta & Co., Cost Accountants, is included in the Notice convening the Annual General Meeting.

29. 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.

30. INSURANCE: -

The Companys Plant, Property, Equipments 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 to provide coverage against the liabilities arising on them.

31. FINANCE:- RENEWAL OF WORKING CAPITAL FACILITY:-

The Consortium Bank Members viz., State Bank of India, ICICI Bank Limited, HDFC Bank Limited and Standard Chartered Bank has renewed Fund Based and Non Fund Based Working Capital Credit facilities up to Rs. 30000 Lakhs. The Company has executed Security Documents.

During the year the Company has repaid term loan of Rs. 12500 Lakhs to ICICI Bank Limited.

32. REDEMPTION OF NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES (NCRPS).

During the year MFL redeemed 8% Non-Convertible Redeemable Preference Shares (NCRPS) of Rs. 22170 Lakhs immediately on the Scheme of Arrangement being approved by NCLT.

The Company on receipt of Rs. 22170 Lakhs has fully re-paid outstanding ICICI Bank term loan of Rs. 10938 Lakhs and is using the balance amount of Rs. 11232 Lakhs as Working Capital requirements.

During the Financial Year 2018-19 the Company has paid total term loan (including regular installment) of Rs. 16683 Lakhs from its internal accruals. After this repayment the outstanding term loan of the Company is Rs. 12746.60 Lakhs as on 31st March, 2019.

33. AGROCHEMICAL REGISTRATION:-

To date, we have 274 export registrations including Co-partner Registrations world wide. The Company has 348 registrations of Central Insecticides Board (CIB), Faridabad, 35 registered Trade Marks and 238 Export registrations are in pipe line.

34. RESEARCH & DEVELOPMENT:-

The laboratory facility situated at Village Chharodi, Ahmedabad has been granted 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 18th October, 2017, for a period five years up to 17.10.2020.

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. During the year the Company has spent Rs. 209.65 Lakhs (Previous year Rs. 191.29 Lakhs) as R & D expenses.

35. ANNUAL LISTING FEE:-

The Company has paid the Annual Listing Fees for the Financial Year 2019-20 to National Stock Exchange of India Limited, BSE Limited and Singapore Exchange.

36. ENVIRONMENT: -

As a responsible corporate citizen and as a chemicals manufacturer, environmental safety has been one of the key concern of the Company. It is the constant endeavour of the Company to strive for compliant of stipulated pollution control norms. During the year the Company has spent Rs. 2165.87 Lakhs (Previous year Rs. 2084.08 Lakhs).

37. INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

38. 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 as under.

I. ratio of remuneration of each Director to the median employees is 31.25

ii. percentage increase in remuneration of each Director, CFO, CEO, CS or Manager, if any

Sr. No. Name Designation % increase
1 Mr. Jayanti Patel Executive Chairman 82%
2 Mr. Ashish Soparkar Managing Director & CEO 81%
3 Mr. Natwarlal Patel Managing Director 81%
4 Mr. Ramesh Patel Executive Director 55%
5 Mr. Anand Patel Executive Director 39%
6 Mr. Kamlesh Mehta Company Secretary 7%

iii. The percentage increase in the median remuneration of employees is 11.57%.

iv. The number of permanent employees on the rolls of Company is 1542.

v. The Sales turnover of the Company has increased by 13.67% while the Net Profit by 119.27%. There is no direct relationship between average increase in remuneration of employee and Company performance.

vi. The Sales turnover of the Company has increased by 13.67% while the Net Profit by 119.27%. There is no direct relationship between average increase in remuneration of KMP and Company performance.

vii. The Price earning ratio as at 31.03.2019 is 27.70 and 31.03.2018 was 27.89.

The Market Capitalisation as on 31.03.2019 was Rs. 155895 Lakhs (Share Price Rs. 61.30 per Equity Share) while on 31.03.2018 was Rs. 214895 Lakhs (Share Price Rs. 84.50 per Equity Share)

The Company had made its IPO in 2007 at Rs. 19 /- per Equity Share of Rs. 1/- each. The Share price as on 31 March, 2019 was Rs. 61.30 per Equity Share of Rs. 1/- each. The percentage increase in the market quotation was 222.63%.

viii. There is no employee receiving remuneration in excess of the highest paid Director.

ix. All the components of the remuneration are fixed and no components are variable.

The remuneration paid to Working Directors is as per of the Companies Act, 2013 and as per remuneration policy of the Company.

x. Particulars of Employees:-Employed throughout the financial year receiving remuneration in aggregate, not less than Rs. 60 lakhs.

Sr. No. Name Salary Per Annum in Rs. Perquisites Per Annum in Rs. Performance Bonus Rs. Total Rs.
1 Mr. Jayantilal Patel 6000000 788038 15000000 21788038
2 Mr. Ashish Soparkar 6000000 778692 15000000 21778692
3 Mr. Natwarlal Patel 6000000 767240 15000000 21767240
4 Mr. Ramesh Patel 6000000 774859 9000000 15774859
5 Mr. Anand Patel 6000000 737204 6000000 12737204
Total 30000000 3846033 60000000 93846033

xi. No Employee was employed for a part of the financial year at an aggregate salary of not less than Rs. 5 lakhs per month.

xii. No one was employed through out the financial year or part thereof receiving remuneration in excess of the amount drawn by Managing Director.

39. 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 31st March, 2019 and of the profit of the Company for the period ended on 31st March, 2019.

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.

ACKNOWLEDGEMENT: -

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The 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.

The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
Jayantilal Patel
Date: 24 May, 2019 Executive Chairman
Place: Ahmedabad DIN-0007224