shaily engineering plastics ltd Directors report


Dear Members,

Your Directors have pleasure in presenting their 42nd Annual Report together with the Audited Financial Statement for the year ended on 31 March 2022.

Operations and State of Affairs of the Company:

(Rs.in lacs)
Particulars

Standalone Basis

Consolidated Basis

2021-22 2020-21 2021-22 2020-21
Revenue from Operations 56,585.20 36,059.64 56,770.68 N.A.
Other Income 882.70 258.07 882.74 N.A.
Profit for the year before Interest, Depreciation, Amortisation & Tax 8,984.68 6,213.77 9,001.61 N.A.
Finance Cost 1,694.48 1,272.82 1,694.48 N.A.
Depreciation and Amortisation Expense 2,649.43 1,952.60 2,653.74 N.A.
Profit before Tax 4,640.76 2,988.35 4,653.38 N.A.
Net Profit for the year 3,514.01 2,202.08 3,526.63 N.A.

Note :

a. The above figures are extracted from the Standalone and Consolidated Financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standards) Rules, 2015, read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. Shaily (UK) Ltd., became a subsidiary of the Company during the Financial Year 2021-22, hence, corresponding figures of previous financial year 2020-21 are not available.

Operations and Business

During the year, the Company has commenced operation of its new Halol Plastics facility. It has also commenced commercial supplies of its toys business. Expansion of Pharma facility is on-going and is expected to complete in key developments during the year on the business development of the Company are covered in the Management Discussion and Analysis.

Change in Capital Structure

During the year, the Company had through Private Placement by way of Preferential Allotment, issued and allotted 855,072 equity shares of face value Rs.10/- per share at a price of Rs.1755/- per equity share (inclusive of premium of Rs.1745/- per equity share), aggregating to approximately Rs.150 Cr.

Through this Preferential issue, the issued, subscribed and paid-up capital of the Company now stands at 91,73,502 equity shares of face value of Rs.10/- per share.

Subsidiary of the Company

As on 31 March 2022, Shaily (UK) Ltd., established in the United Kingdom as a Pvt. Ltd. Company, is a Wholly owned subsidiary of the Company.

It is the first year of inception of the Wholly owned subsidiary Company i.e., Shaily (UK) Ltd. Shaily (UK) Ltd shall operate as a Design Centre and a Research & Development division for varied medical and drug delivery devices. A statement containing the salient features of the financial statements of Shaily (UK) Ltd. as on 31 March 2022 as required under Section 129(3) of the Act forms part of the consolidated financial statements.

In terms with provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and Consolidated financial statements is hosted on the website of the Company at www.shaily.com . Audited Annual Financial Statements of Shaily (UK) Ltd. as on 31 March 2022, is available on the website of the Company at https://www.shaily.com/investors/financials The Company does not have any associate or joint venture Company.

Appropriations

• Transfer to Reserves

The Company does not propose to transfer amounts to any reserve(s) out of the amount available for appropriation.

• Dividend

The Company is expanding its facilities and re-investing cash accruals for the same. In view of it, the Company has decided not to pay any dividends for the current year.

In view of the same, your Directors do not recommend dividend for this financial year.

The Register of Members and Share Transfer Books will remain closed from Saturday, 20 August 2022 to Saturday, 27 August 2022 (both days inclusive) for the purpose of 42nd Annual General Meeting ("AGM") scheduled to be held on Saturday, 27 August 2022.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of the said regulations, Management Discussion and Analysis is set out in this Annual report. Certain statements in the said report may be forward looking. Many factors may affect actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure A.

Utilisation of funds from proceeds of Preferential Issue

As on 31 March 2022, Rs.3,025.89 lacs have been utilised from the proceeds of Preferential Issue towards the objects for which the same were raised.

Directors & Key Managerial Personnel

a. Appointment of Mr. Samaresh Parida (DIN: 01853823) as an Independent Director

The Board, upon recommendation of the Nomination & Remuneration Committee, at its meeting held on 30 May 2022, appointed Mr. Samaresh Parida as an Additional Director - Independent of the Company to hold office till the conclusion of the 42nd Annual General Meeting of the Company

The Board, upon further recommendation of the Nomination & Remuneration Committee at its meeting held on 30 May 2022, recommends appointment of Mr. Samaresh Parida as an Independent Director for a period of 5(five) consecutive years to hold office from 30 May 2022 to 29 May 2027 for the approval of the members at the forthcoming 42nd Annual General Meeting of the Company.

Brief profile of Mr. Samaresh Parida alongwith other details as required under the prevailing law, forms part of the Explanatory Statement to the Notice of 42nd Annual General Meeting of the Company.

b. Appointment of Ms. Sangeeta Singh (DIN: 06920906) as an Independent Director

The Board, upon recommendation of the Nomination & Remuneration Committee, at its meeting held on 30 May, 2022, appointed Ms. Sangeeta Singh as an Additional Director - Independent of the Company to hold office till the conclusion of the 42nd Annual General Meeting of the Company

The Board, upon further recommendation of the Nomination & Remuneration Committee at its meeting held on 30 May 2022, recommends appointment of Ms. Sangeeta Singh as an Independent Director for a period of 5(five) consecutive years to hold office from 30 May 2022 to 29 May 2027 for the approval of members at the forthcoming 42nd Annual General Meeting of the Company.

Brief profile of Ms. Sangeeta Singh alongwith other details as required under the prevailing law, forms part of the Explanatory Statement to the Notice of 42nd Annual General Meeting of the Company.

c. Re-appointment of Ms. Tilottama Sanghvi (DIN : 00190481) as a Whole Time Director

The Board, upon recommendation of the Nomination & Remuneration Committee, at its meeting held on 30 May 2022, subject to approval of the shareholders at the forthcoming 42nd Annual General Meeting, approved re-appointment of Ms. Tilottama Sanghvi as a Whole Time Director of the Company, effective from 1 February 2023, for a further period of three (3) years from 1 February 2023 to 31 January 2026.

Brief profile of Ms. Tilottama Sanghvi alongwith other details as required under the prevailing law, forms part of the Explanatory Statement to the Notice of 42nd Annual General Meeting of the Company.

d. Re-appointment of Executive Directors

The members of the Company had during the year, by way of Postal Ballot, approved re-appointment of Mr. Mahendra Sanghvi (DIN: 00084162) as an Executive Chairman and Mr. Laxman Sanghvi (DIN: 00022977) as an Executive Director, both with revision in remuneration, effective from 1 April 2022 for a period of 3 (three) years.

e. Retirement by Rotation

As per the provisions of the Companies Act, 2013, Mr. Mahendra Sanghvi (DIN: 00084162), retires by rotation at the forthcoming 42nd Annual General Meeting of the Company and being eligible, seeks re-appointment. The Board recommends his re-appointment.

f. Resignation of Ms. Varsha Purandare (DIN: 05288076) from the office of Independent Director

Ms. Varsha Purandare has resigned from the office of Independent Director of the Company, effective from 29 April 2022 due to personal reasons. Your Directors express their gratitude for the contribution made by Ms. Varsha Purandare during her tenure as an Independent Director.

Key Managerial Personnel

As on 31 March 2022, the Key Managerial Personnel of the Company are Mr. Mahendra Sanghvi, Executive Chairman, Mr. Laxman Sanghvi, Executive Director, Ms. Tilottama Sanghvi, Whole Time Director, Mr. Amit Sanghvi, Managing Director and Ms. Preeti Sheth, Asst. Company Secretary & Compliance Officer, in accordance with Section 203 of the Companies Act, 2013.

Mr. Chintan Shah has resigned from the office of Chief Financial Officer of the Company, effective from close of business hours on 31 January 2022. Mr. Ashish Somani is appointed as the Chief Financial Officer and Key Managerial Personnel of the Company, effective from 30 May 2022.

Meetings of Board

The Board met seven (7) times during the financial year. Details of the meeting(s) are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Policy on Nomination & Remuneration

The existing policy is to have an appropriate mix of Executive and Independent directors to maintain independence of the Board and separate its functions of governance and management. As of 31 March 2022, the Board had eight (8) members, four (4) of whom are Executive directors and four (4) are Independent Directors. The Board has two Women Directors, out of which one Woman Director is an Executive Director and one-Woman Director is an Independent Director.

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, in accordance with SEBI (Listing Obligations and Disclosure Requirements), 2015, is available at our website at https://www.shaily.com/investors/corporate- governance at weblink https://s3.ap-south-1.amazonaws.com/shaily/NVmusaHvSkCkSxPngRsT-sepl-nomination-remuneration-policy-pdf

Salient features of the Nomination & Remuneration Policy are as under :

1. Setting out the objectives of the Policy

2. Definitions for the purpose of the Policy

3. Policy for appointment and removal of Director, Key Managerial Personnel and Senior Management.

4. Policy relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management Personnel and other employees.

5. Remuneration to Non-Executive/Independent Directors.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

Declaration by Independent Directors

The Independent Directors of the Company have given their declaration to the Company that they meet the criteria of independence as required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Your Board of Directors confirm the integrity, expertise, experience and proficiency of the Independent Directors of the Company.

Familiarisation Programme

All new Independent Directors inducted into the Board attend an orientation program. At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining their role, function, duties and responsibilities as an Independent Director. The format of the letter of appointment is available on our website at https://shaily.com/investors/corporate-governance.

The Board members are provided with necessary reports, internal policies, periodical plant visits to enable them to familiarise with the Companys procedures and practices.

Periodic presentations are made at the meetings of the Board and the committees, on business and performance updates, global business environment, business strategy and risks involved.

The details of familiarisation programme for Independent Directors are available at our website at https://shaily.com/investors/corporate- governance

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Board, its committees and of individual directors on an evaluation framework by way of individual and collective feedback from the Directors.

The framework includes evaluation of Directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision - making

• Company performance and strategy

• Tracking board and committees effectiveness

• Peer evaluation

The outcome of Board Evaluation for 2021-22 was discussed by the Nomination and Remuneration committee and the Board at their respective meeting(s) held on 30 May 2022.

Committees of the Board

The Board has five (5) committees, namely;

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

- Risk Management Committee

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report, which form part of this Annual Report.

During the year, there were no instances where the Board has not accepted recommendation(s) of any Committee of the Board.

Corporate Governance

The Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the spirit of the Company, forming its core values. These guiding principles are also articulated through the Companys code of business conduct, corporate governance guidelines, charter of various sub-committees and disclosure policy.

Report on Corporate Governance for 2021-22 forms part of this Annual Report.

Corporate Social Responsibility (CSR)

Being an Indian Company, we are motivated by the Indian ethos of Dharma as a key plank for organisational self-realisation. The Company recognises that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfilment of its corporate responsibilities can enhance overall performance. The Company continues its CSR spend towards support to local initiatives, health/medical and education sector, sanitation/cleanliness, Rural Development and such varied activities towards Corporate Social Responsibility initiatives.

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities undertaken during the FY 2021-22 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure B.

Annual Return

A copy of Annual Return as required under Section 92(3) and Section 134(3)(a) of the Act has been placed on the Companys website at https://shaily.com/investors/corporate-governance.

Particulars of Employees and 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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure C.

A statement showing the names and particulars of the employees falling within the purview of Rule 5(2) and 5(3) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

Audit Reports and Auditors

Audit Reports

• The Independent Auditors Report on Standalone and Consolidated Financial Statements for 2021-22 does not contain any qualification, reservation or adverse remark. The Independent Auditors Report is enclosed with the financial statements in this Annual Report.

• The Secretarial Auditors Report for 2021-22 does not contain any qualification, reservation or adverse remark. However, the Secretarial Audit Report contains observations pertaining to delayed filing of Reports/Disclosures as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Auditors Report is enclosed as Annexure D to the Boards Report in this Annual Report.

• As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors certificate on Corporate governance is enclosed with the Corporate Governance Report in this Annual Report. The auditors certification on the requirement of Corporate Governance for 2021-22 does not contain any qualification, reservation or adverse remark except Observations pertaining to delayed filing of Reports / Disclosures as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Explanation on Observations made in the Secretarial Audit Report and Corporate Governance Certificate

During the year, there were instances of delay in certain statutory filings with the Stock Exchange. The same was inadvertent and the Company has taken appropriate steps in the matter.

• The Company has obtained Certificate from M/s Samdani Shah & Kabra, Company Secretaries, Vadodara and Secretarial Auditors of the Company regarding Non-disqualification of Directors, which is enclosed with the Corporate Governance Report in this Annual Report. Accordingly, none of the Directors are disqualified.

Reporting of fraud by auditors

During the financial year 2021-22, neither of the auditors viz., Statutory Auditors, Secretarial & Corporate Governance Auditors, Internal Auditors and Cost Auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

Auditors

Statutory Auditors

M/s B S R & Associates LLP, Chartered Accountants (Firm Registration number 116231W/W-100024) are the Statutory Auditors of the Company till the conclusion of the 43rd Annual General Meeting of the Company to be held in the year 2023.

Details of fees paid to the Statutory Auditors for all services provided by the Statutory Auditor for the 2021-22, forms part of the Corporate Governance Report and financials of the Company, included in this Annual Report.

Secretarial & Corporate Governance Auditors

The Board has appointed M/s Samdani Shah & Kabra, Company Secretaries, as Secretarial & Corporate Governance Auditors of the Company for 2022-23 in terms with Section 204 of the Companies Act, 2013 with rules thereunder.

Cost Auditors

M/s Y.S. Thakar & Co., Cost Accountants, Vadodara are appointed as Cost Auditors of the Company to conduct audit of cost records of the Company for 2022-23.

Based upon the declaration on their eligibility, consent and terms of engagement, the Board at its meeting held on 30 May 2022, have appointed the Cost Auditors and recommends the ratification of remuneration to be paid to the Cost Auditors for 2022-23 to the shareholders of the Company.

Maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is applicable to the Company and accordingly such accounts & records are prepared, maintained and submitted with regulatory authorities, as required, from time to time.

Internal Auditors

The Board has appointed M/s Shah Jain & Hindocha, Chartered Accountants, based at Vadodara, Gujarat as Internal Auditors of the Company for 2022-23.

Business Responsibility Report

Report on Business Responsibility, in the format as prescribed by the Securities and Exchange Board of India, forms part of the Boards Report at Annexure - E.

Policy on Business Responsibility Reporting is available on the website of the Company at https:// shaily.com/investors/corporate-governance at weblink https://s3.ap-south-1.amazonaws.com/shaily/xOSURnhQ8aO9XqRpYYJa-sepl-brr-policy-pdf.

Risk Management

The Company has a mechanism in place to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company.

The Risk Management Policy of the Company is available on the website of the Company at https://shaily.com/investors/corporate- governance at weblink https://s3.ap-south-1.amazonaws.com/shaily/xPWCj6xeT06ZOyzinzhU-sepl-risk-management-policy-pdf.

Vigil Mechanism

The Company has a well-defined "Whistle Blower Policy" and has established a robust Vigil Mechanism for reporting of concerns raised by employees and to provide for adequate safeguards against victimisation of Directors and employees who follow such mechanism and has also made provision for direct access to the Chairman of Audit Committee in appropriate cases.

The Vigil Mechanism Policy of the Company is available on the Companys website at https://shaily.com/investors/corporate-governance at weblink https://s3.ap-south-1.amazonaws.com/shaily/NfQYzYSLQ0mYQEv1OyMv-vigil-mechanism-policy-pdf.

Internal Financial control & its adequacy

The Companys internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organisations pace of growth and increasing complexity of operations. The internal auditors team carries out extensive audits throughout the year across all plants and functional areas and submits its reports to the Audit Committee of the Board of Directors.

Contracts & Arrangements with Related Parties

All contracts/arrangements entered by the Company during the financial year with related parties were in ordinary course of business and on arms length basis. During the year, the Company did not enter into any contracts/arrangements/transaction with related parties which could be considered material.

The Directors draw attention to the members to Note No. 33 to the Standalone and Consolidated financial statement in this Annual Report, which sets out related party disclosures.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

Deposits

The Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Therefore, requirement of applicable law and regulations for disclosure of details of deposits under section 134(3)(q) of the Companies Act, 2013 and rule made thereunder is not applicable.

Secretarial Standards

The Company complies with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

Obligation of Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company. The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Dividend Distribution Policy

In terms with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted Dividend Distribution Policy, which is placed on the website of the Company at https://shaily.com/investors/ corporate-governance at weblink https://s3.ap-south-1.amazonaws.com/shaily/ROo8JgnUQPiO3h8HqMY0-dividend-distribution-policy-pdf.

Listing of shares

The Equity shares of the Company are listed on the BSE Ltd. (BSE) with Scrip code: 501423 and Scrip ID: SHAILY.

Effective from 4 April 2022, the Equity shares of the Company are listed on the National Stock Exchange of India Ltd. with Scrip ID: SHAILY. The Company confirms that the Annual Listing fees to both the stock exchanges for 2022-23 has been paid.

Material Changes

There have been no material changes and commitments since the close of financial year i.e., 31 March 2022 till the date of Boards report, which may affect the financial position of the Company.

Change in nature of business

There has been no change in the nature of business of the Company.

Significant/material orders passed by Regulators/courts/tribunal

There are no significant and material orders passed by the Regulators or Courts or Tribunals that may impact the going concern status of the Companys operations in future.

Green Initiative

Electronic copies of the Annual Report 2021-22 and the Notice of the 42nd Annual General Meeting are being sent to all members whose email addresses are registered with the Registrar & Share Transfer Agents (RTA) of the Company /Depository participant(s).

The regulatory authorities i.e. the Ministry of Corporate Affairs ("MCA") and Securities and Exchange Board of India ("SEBI"), vide MCA Circular No. 02/2022 dated 05 May 2022 and SEBI Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13 May 2022, continued to extend relaxation to Companies including listed entities for holding Annual General meeting through virtual mode and sending electronic copies of Annual Report and Notice to its members.

It is hereby requested to all the shareholders to kindly update your email id with your Depository Participant in case of shares are held

in demat and with Companys Registrar and Transfer Agent in case of shares are held in physical to ensure timely receipt of required information.

42nd Annual General Meeting

In order to contain the spread of pandemic and safety precautions to be exercised, the Ministry of Corporate Affairs ("MCA") vide Circular No. 02/2022 dated 5 May 2022 and SEBI Circular SEBI/HO/CFD/CMD2/QR/P/2022/62 dated 13 May 2022, continued to allow companies to hold General Meetings through Video Conferencing facility or through any other audio-visual means.

This is a welcome move by the Ministry.

Hence, for the convenience of the members, the Company has decided to continue to hold its Annual General Meeting through Video Conference, to facilitate members to attend the 42nd Annual General Meeting of the Company.

Details of the meeting and the facility is provided in the Notice of the 42nd Annual General Meeting.

Application(s) made /proceedings pending under the Insolvency and Bankruptcy Code, 2016

The Company has made an application under the Insolvency and Bankruptcy Code, 2016, with the National Company Law Tribunal, Ahmedabad Bench ("the NCLT") against one of its customers, Agile Plast Pvt. Ltd. Value of Litigation is Rs.27 lacs. As on 31 March 2022, the matter is pending before the NCLT.

General Disclosures :

• 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.

• The Managing Director and the Whole Time Directors during the financial year 2021-22 have not received any amount as commission from the Company.

• The Managing Director and the Whole Time Directors during the financial year 2021-22 have not received any commission/ remuneration from the Subsidiary Company. The Company does not have any Holding Company.

• During the financial year 2021-22, there was no instance of one-time settlement with any Bank or Financial institution. Hence, the disclosure requirement in the context is not applicable.

Directors Responsibility Statement

In terms of the provisions of Companies Act, 2013, the Directors confirm that;

(i) in preparation of the annual accounts for the financial year ended 31 March 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) They have selected such accounting policies and applied them consistently and made judgements 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 and profit and loss of the Company for that period;

(iii) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company, which are adequate and are operating effectively; and

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Acknowledgements

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth is made possible by their hard work, solidarity, cooperation and support.

We also thank our suppliers, customers, business partners and others associated with the Company. We look upon them as partners in its progress. It will be Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect to and cooperation with each other, consistent with consumer interests and looks upon all the stakeholders for their continued support in future.

For and on behalf of the Board of Directors
Mahendra Sanghvi
Vadodara Executive Chairman
30 May 2022 DIN: 00084162