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Rapicut Carbides Ltd Directors Report

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Jun 20, 2025|12:00:00 AM

Rapicut Carbides Ltd Share Price directors Report

Dear Members,

Your Directors have pleasure in presenting their 46th Annual Report together with the Audited Financial Statements for the year ended March 31, 2023 (year under review). The Company operates only in one business segment viz., Tungsten and Tungsten Carbide Products.

Operations and State of Affairs ofthe Company:

(Rs. in Lakhs)

Particulars Yearended 31/03/2023 Year ended 31/03/2022
Revenue from Operations 3,957.26 3,613.64
Profit/(Loss) before Depreciation and Tax (Including Deferred Tax) (74.52) (38.46)
Profit/(Loss) after Depreciation and Tax (135.25) (105.56)
Reassessment of Losses (Profit) on defined employee benefit plans and fair value of loan (31.07) 1.14
Total Comprehensive income for the year Add: (104.18) (106.71)
Profit/(Loss) brought forward from previous year 1,022.68 1,127.11
Profit/(Loss) available for appropriation Appropriations 918.50 1,022.68
Dividend and Dividend Tax - -
Transfer to General Reserve - -
Profit/(Loss) carried to Balance Sheet 918.51 1,022.68

The Financial Year 2022-23 has registered increase in production and sales volumes as compared to previous Financial Year. The Companys performance for the Financial Year 2022-23 (Sales Rs. 3,957.26 Lakhs) has shown substantial improvement in Revenue from Operations in comparison with the previous year 2021-22 (Sales Rs. 3,613.64 lakhs).

However, with the abrupt and steep rise in cost of raw materials and consumables, it was not possible for the Company to appreciably pass on the cost push to the customers, in the face of stiff Competitive Environment. The Management continues its focus on appropriate Marketing Policy decisions in response to the improving overall market conditions.

DIVIDEND

The Board of Directors of your Company, after considering relevant circumstances has decided that it would be prudent not to recommend any Dividend for the year under review.

TRANSFER TO RESERVES

In terms of Section 123 of the Companies Act, 2013, the Company does not propose to transfer any amount to General Reserve for the Financial Year 31st March, 2023.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V of the Securities and Exchange Board of India ("SEBf) (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. The Management Discussion and Analysis Report is annexed asAnnexure-A.

SUBSIDIARIES,ASSOCIATES, AND JOINT VENTURE

The Company does not have any Subsidiary or Associate Company and has not entered into any Joint Venture during the year under review.

DEPOSITS

The Company has not accepted any deposits under Section 73 of the Companies Act, 2013 ("the Act) and rules made thereunder and no amount on account of repayment of deposits or interest thereon was due during the year under review.

CHANGE IN CAPITAL STRUCTURE

There is no change in the paid-up equity share capital of the Company during the year under review. The paid-up Equity Share Capital of the Company as on March 31, 2023, is Rs. 5,37, 12,450/- (Rupees Five Crores Thirty Seven Lakhs Twelve Thousand Four Hundred Fifty only).

DIRECTORS

During the year under review;

? Shri. Kishore D. Sharma (DIN: 08763613) re-appointed as an Independent Director of the Company for the second term of five consecutive years with effect from July 01,2022 at the 45th Annual General Meeting of the Company, not liable to retire by rotation;

? Shri. Atul R. Garg (DIN: 07148330) appointed as an Independent Director of the Company for a term of two consecutive years with effect from February 07, 2022, at the 45th Annual General Meeting of the Company, not liable to retire by rotation;

? Shri. Dhananjay D. Kanitkar (DIN: 03523774) appointed as a Non-Executive Director of the Company with effect from February 07, 2022 at the 45th Annual General Meeting of the Company liable to retire by rotation .

On the recommendation received from the Nomination & Remuneration Committee, the Board had appointed / reappointed;

• Shri. Nrupang B. Dholakia (DIN: 06522711) as an Additional Independent Director with effect from 1st June, 2023, who holds office up to the date of the forthcoming 46th Annual General Meeting. His appointment has been made as an Independent Director for a period of five years from 1st June, 2023 to 30th May, 2028 subject to approval of the members.

• Shri. Atul R. Garg (DIN: 07148330)as an Independent Director for the second term offive consecutive years with effect from 7th February, 2024, not liable to retire by rotation, for a period of five years from 7th February, 2024 to 6th February, 2029.

The Board recommends;

• Appointment of Shri. Nrupang B. Dholakia as an Independent Director, not liable to retire by rotation, for a period of five consecutive years from 1 st June, 2023 to 30th May, 2028.

• Re-appointment of Shri. Atul R. Garg as an independent Director, not liable to retire by rotation, for a second term for a term of five consecutive years from 7th February, 2024 to 6th February, 2029, who is eligible to be reappointed as an Independent Director for the second term.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Shruti A. Gami retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herselffor re-appointment.

Details of Directors seeking appointment or re-appointment, as required by Regulation 36(3) of the Listing Regulations, are given in the Notice of the forthcoming 46th Annual General Meeting.

The above appointments and re-appointments form a part of the Notice of the forthcoming 46th Annual General Meeting, and the Resolutions are recommended for Members approval.

KEY MANAGERIAL PERSONNEL

Shri. Abhishek V. Gami, Managing Director, Shri. Vinay C. Sura, Chief Financial Officer (w.e.f.14th February, 2023) and Ms. Komal P. Soni, Company Secretary are the Key Managerial Personnel of the Company.

There were following changes in the Key Managerial Personnel of the Company during the year:

Shri. Vaibhav P. Shah ceased to be Key Managerial Personnel (Chief Financial Officer) pursuant to his resignation at the close of business hours on 5th September, 2022.

Shri. Vinay C. Sura was appointed as the Chief Financial Officer and was designated as a Key Managerial Personnel with effect from 14th February, 2023.

MEETINGS OF THE BOARD

Four (4) Board Meetings were held during the Financial Year ended March 31,2023 on the following dates:

(i)May 28, 2022, (ii)August 01,2022, (iii) October 28, 2022 and (iv) February 14, 2023.

INDEPENDENT DIRECTORS

The Company has received declarations I confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013 read with Rule 6 ofthe Companies (Appointment and Qualifications of Directors) Rules, 2014 stating that they meet criteria of Independence as defined under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations to the extent applicable, the Board has carried out the Annual performance evaluatjon of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria:

- Knowledge and Skills

- Professional Conduct -Duties, Roleand Functions

- Fulfilment of the Independence Criteria and their independence from the management;

-Performance as Team Leader/Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Set Key Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board.

The Directors expressed their satisfaction with the evaluation process and also the outcome of evaluation was positive without any concerns from any Director.

AUDIT COMMITTEE

The Audit Committee comprises of the Directors viz. Shri. Kishore D. Sharma, Independent Director as Chairman of the Committee, Shri. Abhishek V. Gami, Managing Director and Shri.AtuI R. Garg, Independent Di rector as Members.

The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and Compliance of various Regulations. The Committee also reviews the Financial Statements before they are placed before the Board of Directors.

There was no instance where the recommendation by the Audit Committee was not accepted by the Board.

VIGIL MECHANISM

Pursuant to the provjsions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism or Whistle Blower Policy for Directors, Employees and other Stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company and the web-link as required under the Listing Regulations is: https://^www.rapicutcarbides.com/Policies.html

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. No one was denied access to the Chairman of the Audit Committee.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY ANO COMPLIANCE

The Companys internal control procedures which include internal Financial Controls, ensure compliance with various policies, practices and statutes keeping in view the Organisations size and nature of the business. The I nternal Auditor carries out extensive audits throughout the year.

Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the timely preparation of reliable Financial Disclosure.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under the criteria mentioned in Section 135 (1) of the Companies Act, 2013. Therefore, the Company is not required to develop or implement policy on any Corporate Social Responsibility initiatives.

POLICY ON NOMINATION AND REMUNERATION

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Companys website. The web-link as required under the Companies Act, 2013 is: https://^www.rapicutcarbides.com/Policies.html

The salient features of the Nomination and Remuneration Policy are as under:

Setting out

1) the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Appointment, resignation, retirement and removal of Directors, Key Managerial Personnel and Senior Management Personnel

4) Remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel.

DIVIDEND DISTRIBUTION POLICY

The Company is not falling under the criteria mentioned in Regulation 43A of the Listing Regulations pertaining to Dividend Distribution Policy. Therefore, the Company is not required to formulate Dividend Distribution Policy.

RELATED PARTY TRANSACTIONS

The particulars of Material Related Party Transactions entered by the Company which were at Arms Length and were in Ordinary Course of Business under Section 188 of the Companies Act, 2013 are furnished in the prescribed Form AOC-2 as "Annexure B".

All related party transactions entered by the Company during the period under review, were in the ordinary course of business and at arms length.

CORPORATE GOVERNANCE

Pursuant to Regulation 15 (2) of the Listing Regulations, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27, 46(2)(b) to (i) and (t) and Para C, D and E of Schedule Vare not applicable to the Company, as the paid-up equity share capital of the Company is less than Rs. 10 Cores and net worth is also less than Rs. 25 Crores as on the last day of previous Financial Year. Hence, the Company is not required to furnish Corporate Governance Report.

LISTING OF SECURITIES

The equity shares of the Company are listed on the BSE Limited (BSE)with security ID 500360.The Company confirms that the Annual Listing Fees to the Stock Exchange for the Financial Year 2023-24 have been paid.

LOANS, GUARANTEES AND INVESTMENTS

During the year under review, your Company has not granted any loans. nor furnished guarantees, nor made investments as envisaged under Section 186 of the Act.

DETAILS OF APPLICATION/S MADE/ ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR 2023

During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016, nor there are any proceedings pending under the said code against the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT & VALUATION DONE WHILE TAKING LOAN FROM THE BANKS / FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not made any one-time settlement with Banks / Financial Institutions or while taking loans from the Banks or Financial Institutions, if any. Accordingly, no details are required to be disclosed.

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

In terms of Sub-section 3(m) of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure "C"forming part of this report.

AUDITORS

A. Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. KC Mehta & Co LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company by the members at their 44th Annual General Meeting held on 28th September, 2021 to hold office for a term of 5 (Five) years i.e. till the conclusion of 49th Annual General Meeting (‘AGM) for the Financial Year 2025-26.

The Auditors Report for the Financial Year 2022-23 does not contain any Qualification, Reservation or Adverse Remark and hence do not call for any comments. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

B. Secretarial Auditors

In pursuance of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors appointed M/s. Samdam Shah & Kabra, Practicing Company Secretaries, as Secretarial Auditors of the Company for the Financial Year 2023*24.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practising Company Secretaries for the Financial Year 2022-23, is annexed herewith asAnnexure D.

The Secretarial Audit Report does not contain any Qualification, Reservation or Adverse Remark and hence do not call for any comments

C. InternalAuditors

Pursuant to Section 138 of the Companies Act 2013, the Board of Directors appointed M/s. Rays & Associates., Chartered Accountants, Ahmedabad as Internal Auditors of the Company for the Financial Year2023-24.

D. CostAuditors

The provisions of the Cost Audit are not applicable to the Company and hence the Company is not required to appoint Cost Auditor. However, Cost Records as specified by the Central Government under Section 148 (1) read with the Companies (Cost Records and Audit) Rules, 2014 is applicable to the Company and accordingly cost records are made and maintained bythe Company.

SECRETARIAL STANDARDS COMPLIANCE

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

RISK MANAGEMENT

The provisions of Regulation 21 of the Listing Regulations pertaining to Risk Management Committee are not applicable to the Company. However, the Company has developed and are implementing Risk Management Policy including identification of various risks, if any, which in the opinion of the Board may threaten the existence of the Company, the Company has risk assessment and mitigation procedures in place and the Board has been kept informed of such assessment.

MATERIAL CHANGES AND COMMITMENTS AND CHANGE IN NATURE OF BUSINESS

There have been no material changes and commitments affecting the Financial Position of the Company since the closure of the Financial Year i.e. since March 31,2023 till the date ofBoards Report.

Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

ANNUALRETURN

A copy of the draft Annual Return as required under Section 92(3) and Section 134(3)(a) of the Act has been placed on the Companys website. The web-link as required under the Act is as under: https://^^.rapicutcarbides.com/Annual_Retum_MGT7.html

PARTICULARS OF EMPLOYEES ANO RELATED DISCLOSURES

Disclosures 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 are as under:

Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year:

Name of Directors Ratio of Remuneration of Directors to Median Remuneration of Employees
Shri. Abhishek Gami - Managing Director 1:13.91
Shri. Dhananjay Kanitkar- Non Executive Director 1:0.200
Shri. Kishore Sharma - Independent Director 1:0.200
Smt. Shruti Gami- Non Executive Director 1:0.200
Shri. Atul Garg - Independent Director 1:0.200

Percen taae increase in re muneration of each Director, Chief Financial Officer, Chief Executive Officer. Company

Secretary or Manager, if anv. in the Financial Year:

Name Percentage Increase in Remuneration in Financiai Year 2022-23
Shri. Abhishek V. Gami Nil
Shri. Vaibhav Shah - Chief Financial Officer

(Ceased to be Chief Financial Officer w.e.f 6th September, 2022)

Nil
Shri. Vinay C. Sura

(Appointed w.e.f. 14th February, 2023)

Nil
Ms. Komal Soni - Company Secretary 18%
All Non-Executive & Independent Directors are paid only sitting fees for attending Meetings.
Percentage increase in the median remuneration of Employees in the Financial Year (24.41)
Number of Permanent Employees on the rolls of Company 99
Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration 15.82%

(Non-Managerial Personnel)

2.09%

(Managerial Personnel)

We affirm that the remuneration paid to the Managerial and Non-Managerial Personnel is as per the Nomination and Remuneration policy of the Company.

A statement showing the names and particulars of the employees falling within the purview of Rule 5(2) of the aforesaid rules are provided in the Annual Report.

Details of top ten employees in terms of gross remuneration drawn during the Financial Year 2022-23

Sr.

No

Name Designation Remuneratio n during the year (In. Rs) Nature of Employment Qualifications Experienc e (in

complete d years)

Date of

Commencemen t of

employment with Rapkut Carbides Limited

Age

in

years

Last

Employment

% Equity shares held in the

Compan

y

l Abhishek V. Gami Managing

Director

42,00,000 Regular B.Sc(Chemistry)

M.Sc(Organic)

13 Yrs 01/07/2020 35 Yrs Navin Fluorine Int. Ltd. 40.28%
2 Sanjay

Kumar

Dy Gen Mgr (Marketing) 14,63,149 Regular B.sc MBA (Marketing) 29 Yrs 20/06/2005 53 Yrs Bipico

Industries

0.00068

%

3 Ashok D Sanap Area Sales Manager 10,77,098 Regular BA 33 Yrs 15/12/1993 54 Yrs Sai

Employment

Services

Nil
4 AlokK

Yadav

Manager

(Maint)

9,26,043 Regular Diploma in

Electrical

Engg.

31 Yrs 05/04/2007 53 Yrs Gujarat Organics Ltd Nil
5 C

Arunachal

am

Area Sales Officer 7,55,353 Regular Higher

Secondary

Exam.

30 Yrs 01/09/1993 53 Yrs Started Job in Rapicut Carbides Ltd. Nil
6 Pradeep P S Sr. Officer - MD Cell 7,21,249 Regular B.A. 34 Yrs 01/05/1992 54 Yrs Vishal

Malleables

Ltd.

Nil
7 Kuldeep

Singh

Sr. Engg. Production 7,12,546 Regular Dip. In Mech. Engg,, Dip. In Safety 20 Yrs 08/03/2008 41 Yrs Miranda FEW Tools Pvt. ltd. Nil
8 HU

Prankda

Sr.

Executive{Pr od. P&C)

7,01,387 Regular Dip. In Mech. Engg. 34 Yrs 12/04/1991 52 Yrs Mipco

Seamless Ltd.

Nil
9 Sandeep C Narsingha ni Credit

Control

Officer

6,83,568 Regular B.Com 33 Yrs 01/08/2020 49 Yrs Self Employed Nil
10 Santosh

Jadhav

Sr. Exe. P.P 6,56,253 Regular ITITurner 27 Yrs 25/02/2016 45 Yrs RM Dripp

Sprinkler

System

Nil

*Shn. Pradeep P. S. ceased to hold the office of Senior Officer (MDs Cell) of the Company w.e.f 16th February, 2023 pursuant to his Resignation.

None of the Employee, as mentioned above, is a relative of any Director or Manager of the Company, except for Shri. Abhishek V. Gami, being the Managing Director himself.

Details of every employee, who was employed throughout the Financial Year and was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore and Two Lakh Rupees:

No such case.

Details of every employee, who was employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight lakh fifty thousand rupees per month:

No such case.

Details of every employee, who was employed throughout the Financial Year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is In excess of that drawn by the Managing Director or whole-time Director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company:

No such case.

Details of Unclaimed Suspense Account

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule Vof the Listing Regulations, is as under:

Particulars No. of No. of Shares
Shareholders
Aggregate No. of Shareholders and outstandingshares lying in the suspense account as on April 1, 2022 8 2,212
Number of shareholders/legal heirs who approached to the issuer/Registrar for transfer of shares from suspense account during the Financial Year 2022-23 2 450
Number of shareholders/legal heirs to whom shares were transferred from suspense account during the Financial Year 2022-23 (2) (450)
Aggregate No. of Shareholders and outstanding shares lying in the suspense account as on March 31, 2023 6 1,762

The voting rights on the equity shares which are transferred to Unclaimed Suspense Account are frozen till the rightful owner of such equity shares claims the shares.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Work Place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of Complaints of Sexual Harassment at Workplace. 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, no complaints were reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act,2013.

TRANSFER OF EQUITY SHARES, UNPAID/UNCLAIMED DIVIDEND TO THE IEPF

In line with the statutory requirements, the Company has transferred to the credit of IEPF set up by the Government of India, equity shares in respect of which dividend had remained unpaid/unclaimed for a period of seven (7) consecutive years within the time lines laid down by the Ministry of Corporate Affairs. Unpaid/ unclaimed dividend for seven (7) years or more has also been transferred to the IEPF pursuant to the requirements under the Act.

OTHER DISCLOSURES:

1. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

2. In the opinion of the Board, the Independent Directors appointed/ re-appointed during the year are persons of integrity and possess expertise, experience and proficiency.

3. No significant or otherwise material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

4. No fraud has been reported by the Auditors under section 143(12)oftheActto theAudit Committee or the Board.

5. The Managing Director is not in receipt of Commission from any Company.

6. The Business Responsibility & Sustainability Reporting (BRSR) is not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) of the Act, the Board of Directors, to the best of its knowledge and ability confirms that:

a) in the preparation of the Annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and ofthe profit and loss of the Company for that period:

c) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual accounts on a going concern basis;

e) they have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation of the support and assistance extended by the Companys Suppliers, Bankers and Business Associates. Your Directors also acknowledge support received from the employees and the esteemed Shareholders and the confidence reposed by them in the Company and its Management.

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