Meghmani Organics Ltd Directors Report.

To,

The Members,

Meghmani Organics Limited

Your Directors have pleasure in presenting Twenty Sixth Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended on 31st March, 2020

1. FINANCIAL RESULTS

( in Lakhs)

PARTICULARS YEAR ENDED ON 31st MARCH, 2020 YEAR ENDED ON 31st MARCH, 2019
Revenue from Operations (Excluding Excise Duty) 1,58,898.65 1,37,513.63
Other Operating Revenue 3,566.67 3,528.37
Revenue from Operations 1,62,465.32 1,41,042.00
Other Income 7,811.60 3,882.19
Total Revenue 1,70,276.92 1,44,924.19
Profit Before Finance Cost & Depreciation 31,439.59 27,108.85
Finance Cost 3,142.26 4,589.20
Depreciation 4,752.06 4,629.04
Profit Before Extra-Ordinary Item & Tax 23,545.27 17,890.61
Exceptional Item - (4,328.51)
Profit Before Tax 23,545.27 22219.12
Payment and Provision of Current Tax 5,760.00 5,390.00
Deferred Tax Expenses/(Income) (1,233.29) 33.84
Excess/Short provision of tax for earlier year (273.02) (73.79)
Profit After Tax 19,291.58 1,6869.07

2. COMPANYS PERFORMANCE REVIEW Sales:-

The Company is in the business of manufacturing of Pigments, Agrochemicals and Others (T rading.)

The Sales increased by Rs. 21,385.02 Lakhs (15.55%) i.e. from Rs. 1,37,513.63 Lakhs in FY 2019 to Rs. 1,58,898.65 Lakhs in FY 2020.

The Sales of Pigment Division increased by Rs. 3,699.01 Lakhs (6.28%) i.e. from Rs. 58,934.91 Lakhs in FY 2019 to Rs. 62,633.92 Lakhs in FY 2020.

The Sales of Agrochemical Division has increased by Rs. 18,136.10 Lakhs (23.53%) i.e. from Rs. 77,066.25 Lakhs in FY 2019 to Rs. 95,202.35 Lakhs in FY 2020.

1) DOMESTIC SALES:-

The Total Domestic Sales increased by Rs. 3,674.55 Lakhs (12%) i.e. from Rs. 30,757.77 Lakhs in FY 2019 to Rs. 34,432.32 Lakhs in FY 2020.

The Domestic Sales of Pigment Division increased by Rs. 2,896.39 Lakhs (28%) i.e. from Rs. 10,528.57 Lakhs in FY 2019 to Rs. 13,424.96 Lakhs in FY 2020.

The Domestic Sales of Agro Division decreased by Rs. 78.79 Lakhs (-0.4%) i.e. from to Rs. 20,023.77 Lakhs in FY 2019 to Rs. 19,944.98 Lakhs in FY 2020.

2) EXPORT SALES :-

The Total Export Sales increased by Rs. 17,710.47 Lakhs (17%) i.e. from Rs.1,06,755.86 Lakhs in FY 2019 to Rs. 1,24,466.33 Lakhs in FY 2020.

The Export Sales of Pigment Division increased by Rs. 802.62 Lakhs (2%) i.e. Rs. 48,406.34 Lakhs in FY 2019 to Rs. 49,208.96 Lakhs in FY 2020.

The Export Sales of Agro Division increased by Rs. 18,214.89 Lakhs (32%) i.e. from Rs. 57,042.48 Lakhs in FY 2019 to Rs. 75,257.37 Lakhs in FY 2020.

3) OTHER INCOME :-

Other income increased by Rs. 3,929.41 Lakhs mainly due to forex gain resulting from depreciation of rupee, interest income from customers and dividend income from Subsidiary.

4) PROFIT :-

Profit Before Tax (PBT) increased by Rs. 1,326.15 Lakhs i.e. by (5.97%)

Profit After Tax (PAT) increased by Rs. 2,422.51 Lakhs i.e. by (14.36%).

3. COVID-19 PANDEMIC & IMPACT ON OUR BUSINESS :-

COVID-19 pandemic has adversely affected a huge swath of population across continents and its impact has been far reaching in terms of mortality and health related issues. When we submitted information to Stock Exchanges under Regulation 30, 2015 of Listing Regulations on 06.03.2020, the perception was largely China-centric and we did not envisage a major impact on our business except general business risks. It subsequently assumed global proportions and the fall out were not only the health-hazard, but also economic de-growth.

Against this backdrop, we submit that Meghmani Organics Limited has less impact during the financial Year ended 31.03.2020 as the lockdown was imposed from 22.03.2020, but after the extended lockdown, the situation in Gujarat deteriorated at an accelerated pace compared to the rest of the country, perhaps with the exception of Mumbai, Delhi and a few other locations.

Impact on Production:-

The Government declared manufacturing of Agro Chemicals as essential services. Despite restrictive manufacturing environment and lower availability of manpower, the Companys plants were operating at capacity of 30-40%. It is expected that plant will take longer time to reach to normal capacity utilization.

Impact on Demand: -

Demand for Agro Chemicals is not likely to be unaffected. In the Pigments international demand will be an area of concern, due to slowness in Pigment end use industries Viz., advertising, print media operations etc..

Impact on Manpower : -

At Plants manpower is provided by labour contractors. Due to migration of workers, availability of contract labour is constrain to run the plant at normal capacity.

Impact on Finance:-

The Company has sufficient credit line available. The Agrochemical being essential Commodities, plants are operating at normal capacity and thereby collections are also normal. As the plants are operating at 30-40% capacity, the management is concentrating on cost reduction to conserve cash and to avoid liquidity crunch till the normalcy is established.

Assessment on receivables will be carried out in due course, in case collections are inordinately delayed, the new supplies will be made only to those customers whose payments are safe due to long term relationship. All the collections and payment are being made through Digital mode.

Impact on Profitability: -

Covid 19 will have impact on the profitability of the Company. Global recession seems to be a near certainty and overall impact on profitability would be substantial in the current financial year. Assessment of impact will be possible once the things are near to normal.

4. DIVIDEND:-

The Board of Directors on 03rd March, 2020 declared an Interim dividend of Rs. 1.00 (100%) per equity share of face value of Rs. 1/- each for the Financial year 2019-20. The above dividend was paid to the Shareholders on March 20, 2020. The Members are requested to ratify the action and approve the interim dividend paid by the Company.

In view of the on-going Project expansion the Board has not recommended the Final dividend for the Financial year 201920. The Interim Dividend declared and paid is to be considered as final dividend.

The dividend payout amount for the current year is Rs. 3,786.44 Lakhs as compared to Rs. 2,752.24 Lakhs in the previous year.

During the year, unclaimed dividend amount of Rs. 2.23 Lakhs pertaining to Financial year 2011-12 were transferred to Investor Education & Protection Fund (IEPF) established by the Central Government, while Unclaimed Dividend relating to Financial Year 2012-13 is due for transfer on 10.08.2020 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, the Company has transferred 27698 Equity shares in favour of IEPF Authority during Financial Year 2019-20 with this total 130572 Equity shares have been transferred till FY 2019-20.

5. AUDITORS REPORT :-

There is no qualification, reservation or adverse remarks or disclaimer made by the Statutory Auditors in their report on the financial statement of the Company for the Financial Year ended on 31stMarch, 2020

6. SHARE CAPITAL :-

The Paid up Equity Share Capital as on March 31, 2020 was Rs. 2,543.14 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.

7. FINANCIAL LIQUIDITY: -

Cash and Cash equivalent as at 31st March, 2020 was Rs. 764.39 Lakhs (Previous year Rs. 177.16 Lakhs). The Companys working capital management is based on a well-organized process of continuous monitoring and controls on Receivables, Inventories and other parameters.

8. CREDIT RATING:-

CRISIL has upgraded Long Term Rating CRISIL AA-/ Stable (Upgraded from ‘CRISIL A+ / Positive) and Short Term Rating CRISIL A1+ (Upgraded from CRISIL A1) to its total Bank facility of Rs. 629.00 Crore by CRISIL Limited (Rating Agency) vide its letter MEGORGN/240544/BLR/022000325 dated February 10, 2020.

9. 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 Section B manufacturing Cypermethrin on Friday, 26th March, 2019.

The Company has submitted all the documents and papers to Surveyors. The Company has submitted the application to Oriental Insurance Company Limited (OIC) for on account payment of Rs. 900 Lakhs till the final claim is settled. The Company expects to get the on account claim once the lockdown situation is over.

In line with requirements of Ind AS 16, the estimated loss of Rs. 1,586.78 Lakhs has already been charged to statement of Profit and Loss in FY 2019

The reinstatement of Plant affected by Fire has been completed and the Company has Started the commercial production on 05th March, 2020.

The other two manufacturing Sections A and C at the site were not affected and have commenced production from 30th April, 2019.

10. EXTRACT OF ANNUAL RETURN: -

As required under 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”.

11. MEETINGS: - BOARD MEETINGS: -

During the year, Five Board Meetings (24.05.2019, 09.08.2019, 09.11.2019, 29.01.2020 and 03.03.2020) were convened and held and the details of which are given in the Corporate Governance Report.

AUDIT COMMITTEE MEETINGS:-

During the year, Four Audit Committee Meetings (24.05.2019, 09.08.2019, 09.11.2019 and 29.01.2020) were convened and held and the details of which are given in the Corporate Governance Report.

12. 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.

13. 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 has also taken members approval at its Annual General Meeting held on 27th July, 2018 for entering into the transactions with Related Parties from 01st April, 2018 till decided otherwise.

The Company has obtained prior Omnibus Approval of the Audit Committee for the transactions which are foreseen and repetitive nature.

The statement giving the details of Related Party transactions entered pursuant to the Omnibus Approval 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.

14. 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.

15. 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.

16. 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, which will 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 Organochem Limited Manufacturing Business

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

17. 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 available on the website www.meghmani.com of the Company.

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

The Board of Directors accepting the recommendation of Remuneration Committee approved the terms of reappointment of Mr. Jayantilal Patel - Executive Chairman, Mr. Ashish Soparkar and Mr. Natwarlal Patel-Managing Directors, Mr. Rameshbhai Patel and Mr. Ananad Patel - Executive Directors on 24th May, 2019. The Shareholders also approved the terms of appointment and remuneration of Working Directors at the Annual General Meeting held on 25th July, 2019.

The statutory period of appointment of Ms. Urvashi Shah as Independent Director is expiring and she will be reappointed at this Annual General Meeting .

During the year, Prof. (Dr.) Ganapati Yadav was appointed as Additional Independent Director on 08th August, 2019. The appointment of Prof. (Dr.) Ganapati Yadav - as an Independent Director for a period of 5 (Five) years, will be confirmed and approved by the Shareholders at this Annual General Meeting.

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)

19. 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 2020-21.

20. 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.

21. 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.

22. 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 and Vanvasi Kalyan Yojana that are in compliant with Companies Act 2013.

The eligible CSR amount for Financial Year 2019-20 works out to be Rs. 245.69 Lakhs. During the Financial Year 2019-20, the Company has spent an amount of Rs. 134.01 Lakhs (Previous year Rs. 245.88 Lakhs) towards the CSR activities.

23. 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.

24. 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.

25. 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.

26. 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.

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 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.

(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 2019-20. 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 2020-21.

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, 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 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, Axis Bank Limited and DBS Bank Limited has renewed Fund Based and Non Fund Based Working Capital Credit facilities up to Rs. 40000 Lakhs. The Company has executed Security Documents.

32. AGROCHEMICAL REGISTRATION:-

To date, we have 290 export registrations including Co-partner Registrations world wide. The Company has 356 registrations of Central Insecticides Board (CIB), Faridabad, 35 registered Trade Marks and 238 Export registrations are in pipe line.

33. 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 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. 248.11 Lakhs (Previous year Rs. 209.65 Lakhs) as R & D expenses.

34. ANNUAL LISTING FEE:-

The Company has paid the Annual Listing Fees for the Financial Year 2020-21 to National Stock Exchange of India Limited, BSE Limited and Singapore Exchange.

35. 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. During the year the Company has spent Rs. 1,818.42 Lakhs (Previous year Rs. 2,165.87 Lakhs).

36. INDUSTRIAL RELATIONS:-

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

37. 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 30.86

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 125%
2 Mr. Ashish Soparkar Managing Director 125%
3 Mr. Natwarlal Patel Managing Director 125%
4 Mr. Ramesh Patel Executive Director 112%
5 Mr. Anand Patel Executive Director 101%
6 Mr. Kamlesh Mehta Company Secretary 10%
7 Mr. G S Chahal CFO 14%

ii. The percentage increase in the median remuneration of employees is 9.97%. Iv. The number of permanent employees on the rolls of Company is 1665.

v. The Sales turnover of the Company has increased by 15.55% while the Net Profit After Tax by 14.36%. There is no direct relationship between average increase in remuneration of employee and company performance.

vi. The Sales turn over of the Company has increased by 15.55% while the Profit After Tax by 14.36%. There is no direct relationship between average increase in remuneration of KMP and company performance.

vii. The Price earning ratio as at 31.03.2020 is 4.89 and 31.03.2019 was 27.70.

The Market Capitalisation as on 31.03.2020 was Rs. 94,223 Lakhs (Share Price Rs. 37.05 per Equity Share) while on 31.03.2019 was Rs. 1,55,895 Lakhs (Share Price Rs. 61.30 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 31st March, 2020 was Rs. 37.05/- per Equity Share of Rs. 1/- each. The percentage increase in the market quotation was 95%.

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.

(Rupees in Lakhs)

Sr. No. Name Salary Per Annum Perquisites Per Annum Performance Bonus Total
1 Mr. Jayantilal Patel 90.00 11.69 325.00 426.69
2 Mr. Ashish Soparkar 90.00 11.87 325.00 426.87
3 Mr. Natwarlal Patel 90.00 11.89 325.00 426.89
4 Mr. Ramesh Patel 90.00 11.47 195.00 296.47
5 Mr. Anand Patel 90.00 11.32 130.00 231.32
Total 450.00 58.24 1300.00 1808.24

xi. One 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.

38. 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, 2020 and of the profit of the Company for the period ended on 31stMarch, 2020.

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.

ACKNOWLEDGMENT : -

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: 15 June, 2020 Executive Chairman
Place: Ahmedabad DIN - 00027224