Pradip Overseas Ltd Directors Report.

To the Members of Pradip Overseas Limited

Your Directors are pleased to present the Annual Report of the Company covering the operating and financial performance together with the Audited Financial Statements for the Financial Year ended on March 31, 2020.

1) FINANCIAL REVIEW:

The financial highlights of the Company during the period ended March 31, 2020 are as below:

[ In Lacs]

Particulars F Y 2019-20 F Y 2018-19
Revenue From Operations 3808.07 9,634.34
Other Income 530.57 465.74
Profit/ (Loss) Before Depreciation, Finance Costs, Exceptional Items & Tax 4338.64 10,100.08
Expenditure other than Depreciation, Finance Cost, Exceptional Items 3705.63 8841.08
Less: Depreciation, Amortization & Impairment Loss 964.73 967.40
Less: Finance Cost 1017.75 859.08
Profit /loss before Exceptional items and Tax Expense (1349.47) (567.48)
Add/(less): Exceptional items - -
Profit (Loss) Before Tax (1349.47) (567.48)
Current Tax - -
Deferred Tax 1757.84 (2,278.33)
Non-Controlling Interest - -
Profit (Loss) for the period (1) (3107.31) 1,710.85
Other Comprehensive Income (net of tax) (2)
Items that will not be reclassified subsequently to profit or loss 3.60 7.58
Items that will be reclassified subsequently to profit or loss -
Total Comprehensive income for the year (1+2) (3103.71) 1,718.43
Balance of profit /loss for earlier years (99,052.83) (100,771.26)
Balance carried forward (102,156.54) (99,052.83)
Basic & Diluted Earnings per Share ( Per share) (6.41) 3.53

2) GLOBAL HEALTH PANDEMIC FROM COVID-19:

The World Health Organization declared a global pandemic of the Novel Coronavirus disease (COVID-19) on February 11, 2020. In enforcing social distancing to contain the spread of the disease, our offices and client offices all over the world have been operating with minimal or no staff for extended periods of time. In keeping with its employee-safety first approach, the Company quickly instituted measures to trace all employees and be assured of their well-being.

Our teams reacted with speed and efficiency, and quickly leveraged technology to shift the workforce to an entirely new ‘work-from-home model. Proactive preparations were done in our work locations during this transition to ensure our offices and training centers were safe.

We have extended support to the employees impacted by this pandemic, including those who tested positive for COVID-19. The Companys management currently believes that the impact is likely to be short term in nature. Given the severity of impact, this financial year is likely to get affected, but also given the measures from Government and inherent resilience in Indian Economy, next year onwards are expected to show normal growth scenarios.

3) STATE OF COMPANY AFFAIRS:

The year under review was also critical year for the Company. The turnover of the Company was of Rs 4338.64 lacs, which depicts a sharp penetrate into the turnover of the Company for the previous year 2018-19. During the year, the net loss of the Company was Rs (3103.37) lacs. The major reasons for lower turnover were sluggish market conditions, international competition and shortage of working capital. Effluent Treatment Plant (ETP) is operative in full capacity and the performance is satisfactory.

Moreover, as the Company is facing crunch of Working Capital, the Company has put thrust on the job work which results into lower turnover and lower profitability.

Further the management of the Company has taken some corrective steps to overcome the Company from this situation and they hope that in upcoming years would be beneficial for the Company and it would also possible that the Company repay its outstanding liabilities or settled their debts with banks and ARC. Meanwhile the Company had executed the one time settlement proposal with two banks i.e. State Bank of India (originally State Bank of Patiala) and Standard Chartered Bank. According the terms of the said agreement the Company has paid some portion of amount till the date and due to continuing effect of COVID-19, pandemic the Company has further approached to the banks for reconsideration of the terms of repayment schedule and to grant some moratorium period.

4) DIVIDEND:

Due to the insufficient profit during the year 2019-20, the directors have decided that it is not advisable to recommend dividend for the year 2019-20.

5) TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO THE INVESTORS EDUCATION AND PROTECTION FUND:

Pursuant to provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) notified by Ministry of Corporate Affairs as amended from time to time, in terms of compliance of aforesaid section of the Companies Act, 2013, the Company has transferred Unpaid or unclaimed dividend to Investor Education and Protection Fund and equity shares in respect of the said dividend holders to IEPF Suspense account as opened with National Securities Depositories Limited during the year 2018-19. The details of the said unpaid dividend and equity share are mentioned as below.

Dividend for Financial Year Unpaid/unclaimed Dividend Transferred (In Rs.) No. of Equity shares transferred
2010-11 32141/- 9987

Details of such shareholders, whose shares are transferred to IEPF are available at the website of the Company viz. www.pradipoverseas.com. Members whose shares and unclaimed dividend, have been transferred to the IEPF Demat Account or IEPF Account, as the case may be, may claim the shares or apply for refund of dividend by making application to IEPF Authority in Form IEPF-5 (Available on http://www.iepf.gov.in) along with fee specified by the Authority from time to time in consultation with the Central Government.

Except the information has been furnished above, no unpaid or unclaimed dividend account is pending into the Companys unpaid or unclaimed divided account till the date for any respective years.

6) TRANSFER TO RESERVE:

The Company has not proposed to transfer any amount to any reserves of the Company.

7) MANAGEMENT DISCUSSION AND ANALYSIS:

As stipulated in the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report form part of this Annual Report as Annexure - 6.

8) CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business.

9) DEPOSIT:

The Company has not accepted or renewed any deposits since inception as covered under Chapter V of the Companies Act, 2013. Accordingly, no disclosure and reporting are required in respect of details relating to deposits covered under this chapter.

10) SHARE CAPITAL:

There was no change in the issued and subscribed capital of the Company. The paid-up Equity Share Capital of the Company as on 31st March, 2020 stands at Rs 484401830 divided into 48440183 equity shares of Rs 10/- each.

During the year under review, the Company has not issued shares with differential voting rights or granted stock options or issued sweat equity.

11) ENVIRONMENT, HEALTH AND SAFETY:

The Company accords utmost care to environment, health and safety (EHS) into its various department or operations.

• The Company has installed Effluent Treatment Plant at Changodar Factory.

• The Company has also concern for health and safety of the employees as well as contract workers who are associated and also provide the compensation during injury occurred into factory premises.

• The Company has prepared a Systematic Operating Procedures for work place and as per the terms and conditions as stipulated under the said SOP all worker, employee follows the code of conduct. The said SOP has been reviewed periodically by the Management of the Company.

12) HUMAN RESOURCES:

Human Resources play a crucial role into the development and success of any organization. HR department is also one pillar of the organization to achieve each and every goal of the Company.

As Pradip, We firmly believe that each milestone achieved by the Organization is an outcome of efforts, dedication and conviction demonstrated by its people.

We have also assisted into the developing the necessary skills and right attitude amongst the employees through training, development and performance appraisal etc.

13) DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONGST THEM:

The Board of Directors consists of 6 members, of which three are Independent Directors. The Board also comprises of one woman Independent Director.

Pursuant to provision of Section 152 (6) of the Companies Act, 2013 Mr. Vishal Rameshbhai Karia, who has been longest in the office, retires by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Nomination and Remuneration Committee and Board of Directors at their respective meetings held on 23rd July, 2020, have recommended and approved re-appointment of Mr. Pradipkumar J. Karia (DIN: 00123748) as Managing Director of the Company for the period of three years from 1st September, 2020 to 31st August, 2023, subject to approval of Members at the ensuring Annual General Meeting of the Company.

Further, the Nomination and Remuneration Committee and Board of Directors at their respective meetings held on 23rd July, 2020, have recommended and approved re-appointment of Mr. Chetankumar J. Karia (DIN: 00191790) as Wholetime Director of the Company for the period of three years from 1st September, 2020 to 31st August, 2023, subject to approval of Members at the ensuing Annual General Meeting of the Company.

Further, the Nomination and Remuneration Committee and Board of Directors at their respective meetings held on 23rd July, 2020, have recommended and approved re-appointment of Mr. Vishal R. Karia as Wholetime Director of the Company for the period of three years from 1st October, 2020 to 30th September, 2023, subject to approval of Members at the ensuring Annual General Meeting of the Company.

The details of training and familiarisation programme and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report. The policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees, forms part of the Corporate Governance Report of this Annual Report.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such position in terms of Regulation (10)(i) of Part C of Schedule V of Listing Regulations. Company has obtained a Certificate to this effect, from Mr. Ashish Shah, Practicing Company Secretary.

Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following are the Key Managerial Personnel of the Company:

1. Shri Pradip Karia: Chairman & Managing Director;

2. Shri Chetan Karia: Whole-Time Director;

3. Shri Vishal Karia: Chief Financial Officer & Whole-time Director;

4. Shri Nigam Sathavara: Company Secretary.

There is no changes in Key Managerial Personnel of the Company during the year under review.

14) MEETINGS OF BOARD OF DIRECTORS & COMPLIANCE TO SECRETARIAL STANDARDS:

The Board of Directors of the Company held 5 (Five) meetings and one meeting of the Independent Directors was held during the Financial Year 2019-20. The details of the Board meetings held during the year 2019-20 have been furnished in the Corporate Governance Report.

During the year under review, the Company has complied with the provisions of Secretarial Standard-1(relating to meetings of the Board of Directors) and Secretarial Standard-2 (relating to General meeting).

15) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge and ability, confirm that::

(a) In the preparation of the annual accounts for the financial year ended on March 31, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They 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 at the end of the financial year March 31, 2020 and of the profit and loss of the Company for that period;

(c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They had prepared the annual accounts on a going concern basis;

(e) They 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) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16) DETAILS OF COMMITTEE OF DIRECTORS:

Your Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Board has constituted the following committees and the said committees have been restructured from time to time:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

• Risk Management Committee Their composition, number of meetings held by each Committee during the financial year 2019-20 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report which forms part of this report.

The recommendation by the Audit Committee as and when made to the Board of Directors of the Company has been accepted by it.

17) EXTRACT OF ANNUAL RETURN:

The extract of annual return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure-1 to this Annual Report and also available on the website of the Company at https://www.pradipoverseas.com.

18) CORPORATE SOCIAL RSPONSIBILITY:

As per the review of the Profit & Loss Statement of the Company during the year, its depicted Rs (310,731,277) net loss of the Company.

Pursuant to the provision of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for time being in force) are not applicable to the Company and therefore, it is neither required to disclose in the Boards Report of the Company nor required to constitute Corporate Social Responsibility Committee of the Company.

19) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary or Joint Venture or Associate Company.

20) DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declaration from each Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149 (6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013.

21) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Committee has approved the Policy on Directors Appointment/reappointment including criteria for determining qualification, positive attributes, independence of a director and policy relating to remuneration for Director, Key Managerial Personnel and other employees is as mentioned in this report.

- Policy on Appointment of Directors:

The Company has followed the policy regarding appointment of Director as laid down in the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and good corporate practices.

- Policy on remuneration of Directors:

Remuneration for Directors are based on the Shareholders resolution, provisions of the Companies Act, 2013 and rules framed therein, circulars and guidelines issued by the Central Government and other authorities from time to time.

• Remuneration to the workers is based on the Contract with the Contractors keeping in view Minimum Wages payable to the workmen.

• Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Other Employees is Industry Driven.

The above policy is also available on the website of the Company at htts://www.pradipoverseas.com.

22) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT U/S 186 OF THE COMPANIES ACT, 2013:

The particulars of the loan given, investment made, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipients are provided in the financial statement. (Please refer to notes no. 7 of the Financial Statement.) The Company has not provided any securities or guarantees during the year under review.

23) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The details of related party transactions have been placed before the Audit Committee for review and approval. The said committee had given omnibus approval for related party transactions falling under the Section 188 of the Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 and Listing Regulations.

The Company has entered into contracts or arrangements with related parties in the ordinary course of business and not at arms length basis. Details as required under section 134 (3) (h) of the Companies Act, 2013 are appended herewith in the prescribed Form AOC-2, as Annexure-2, which forms part of this report.

24) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS:

Your Company fully complies with conditions of the Corporate Governance stipulated in Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on compliance with the conditions of Corporate Governance and a certificate from firm of Practicing Chartered Accountants dated 23rd July, 2020 in this regard is annexed hereto and forms a part of the report. A Certificate of the CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed. Management discussion and analysis are attached, which form part of this report.

25) DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES (a) PARTICULARS OF THE EMPLOYEES :

There are no employees in the Company who are receiving remuneration in excess of the limit specified under section 197 (12) of the Companies Act, 2013 read with rule 5(1), (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and therefore, there is no information required to be given:

(b) ANALYSIS OF REMUNERATION:

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended from time to time are forming part of this report as Annexure no. 3.

26) WHISTLE BLOWER & VIGIL MECHANISM:

The Company has established a "Whistle Blower and Vigil Mechanism Policy" for Directors and employees to report the genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Policy is available on the website of the Company. Weblink for the same is www.pradipoverseas.com/whistle_blower_policy2014-15.pdf.

27) INTERNAL CONTROL SYSTEMS:

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorised, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated. The Internal Auditor of the Company has submitted reports on quarterly basis and the said reports were placed before the Board of Directors for review.

28) AUDITORS:

M/s. Vijay Moondra & Co., Chartered Accountants (Firm Registration No. 112308W/ M. No.-119398), Statutory Auditors of the Company were appointed by members of the Company in the Annual General Meeting of the Company held on 29th September, 2017 for a period of five consecutive years from the conclusion of the Annual General Meeting of the Company held in 2017 till the conclusion of the Annual General Meeting of the Company to be held in the year, 2022.

In the Board Meeting held on 13th August, 2019 M/s. Ashish Shah & Associates, Practicing Company Secretaries were appointed as Secretarial Auditor of the Company for the financial year 2019-20.

29) SECRETARIAL AUDIT REPORT:

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. Ashish Shah & Associates, Company Secretaries in practice, to conduct the Secretarial Audit of the Company for the financial year 2019-20.

The Secretarial Audit Report for the financial year ended 31st March 2020, pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as "Annexure 5".

30) EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY IN PRACTICE IN THEIR REPORT:

(1) Reply on the Qualification/Comments of Statutory Auditors made by them in Audit Report:-

The Statutory Auditor has raised following qualification in his Audit Report:

Due to defaults in payment of bank loans, the Companys accounts have been classified as Non Performing Assets (NPA) by the banks. Most of the banks have not charged interest on the Companys borrowings / loans. During the period under audit, no provision has been made for such interest in the books of accounts of the company and to that extent banks loan liability and total loss is understated by Rs 9.18 Cr.

Reply to the Basis for qualified opinion:-

As per the RBI Guidelines in case, if the account is NPA banks should reverse the interest already charged and not collected by debiting Profit and Loss account, and stop further application of interest. However, banks may continue to record such accrued interest in a Memorandum account in their books. For the purpose of computing Gross Advances, interest recorded in the Memorandum account should not be taken into account. As the Banks are not taking in to account the interest recorded in Memorandum, the Company has not booked expenses of interest in the Books of the Company.

(2) Reply on the Qualification/Comments of Secretarial Auditors made by them in Secretarial Audit Report:-

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit Report issued by the Secretarial auditor of the Company.

31) FRAUDS REPORTED BY AUDITORS:

During the Year under review, no frauds were reported by the Auditor (Statutory Auditor, Secretarial Auditor) to the Audit Committee/ Board.

32) MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 AND STATUS OF THE SAME:

The Company has maintained proper cost records. However, provisions regarding the Cost Audit as specified by the Central Government under Sub Section (2) of Section 148 of the Companies Act, 2013 are not applicable to the Company.

33) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and out go, as required under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in separate statement attached hereto as Annexure-4 and forms part of this report.

34) RISK MANAGEMENT:

During the year, the Management of the Company had evaluated the existing Risk Management Policy of the Company. The Risk Management policy has been reviewed and found adequate and sufficient to the requirement of the Company. The Management has evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. Policy is available on the website of the Company. Weblink for the same is www.pradipoverseas.com.

35) ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

As per Section 134 (3) (p) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors of the Company has initiated and put in place evaluation of its own performance, its Committees and individuals. The result of the evaluation is satisfactory and adequate and meets the requirements.

36) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The outbreak of Coronavirus (COVID -19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. In many countries, businesses are being forced to cease or limit their operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel ban, quarantines, social distancing and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown.

COVID-19 is significantly impacting business operation of the companies, by way of interruption in production, supply chain disruption, unavailability of personnel, closure / lockdown of production facilities etc. On March 24, 2020, the Government of India ordered a nationwide lockdown for 21 days which further got extended till May 31st, 2020 to prevent community spread of COVID-19 in India resulting in significant reduction in economic activities due to such material changes that has affect the financial position of the Company.

The State Bank of India (formerly known as State Bank of Patiala) ("financial creditor") has filed application bearing no. C.P. (IB) no. 20 of 2019 under Section 7 of the Insolvency and Bankruptcy Code, 2016 (the "Insolvency Code") read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016, into the NCLT, Ahmedabad, for initiation of corporate insolvency resolution process against the Company.

The Standard Chartered Bank has filed application bearing no. C.P. (IB) 221 of 2019 under 7 of the Insolvency and Bankruptcy Code, 2016 (the "Insolvency Code") read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016, into the National Company Law Tribunal, Ahmedabad for initiation of corporate insolvency resolution process against the Company.

Both the cases are sub-judice into the aforementioned tribunal for further hearing. Meanwhile the Company has approached to both the banks for reconsideration of payment schedule for settlement of outstanding dues of the Company.

Except mentioned above, there have been no material changes and commitments, affecting the financial position of the Company which have occurred during the financial year under review to which the financial statements relate and the date of the report.

37) SIGNIFICANT AND MATERIAL ORDERS:

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and companys operations in future.

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

The Company believes in providing equal opportunity/ Affirmation Action. The Board has developed the Sexual Harassment Policy of the Company for safety of the women employees employed in the Company. 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. During the year under review, there were no cases filed pursuant to sexual harassment at work place (Prevention, Prohibition and Redressal) Act, 2013.

39) APPRECIATION AND ACKNOWLEDGEMENTS:

The Board of Directors is pleased to place on record its appreciation for continued support received from all stakeholders including government and assistance received from the Banks, Government and employees and all those associated with the Company during the year under review.

By Order Of the Board of Directors
For, PRADIP OVERSEAS LIMITED
Sd/-
(Pradip J. Karia)
Chairman and Managing Director
DIN:00123748
Place: Ahmedabad
Date: 23rd July, 2020