Shirpur Gold Refinery Ltd Directors Report.

To

The Members of

SHIRPUR GOLD REFINERY LIMITED

Yours Directors take pleasure in presenting the 36th Annual

Report of your Company together with Audited Statement of Accounts for the year ended 31st March 2021 prepared as per Indian Accounting Standards prescribed under Section 133 of the Companies ?Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2020-21, your Directors confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at 31st March, 2021 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2021, and, of the loss of the Company for the year ended on that date; and

c) Proper and sufficient care has been taken for 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) Requisite Internal Financial Controls had been laid down and that such internal financial controls are adequate and were operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

FINANCIAL HIGHLIGHTS

Particulars

Standalone - Year Ended

Consolidated - Year Ended

31.03.2021 31.03.2020 31.03.2021 31.03.2020
Total Revenue 3.80 5,422.01 43,814.27 35,663.66
Total Expenses 2,589.81 6,896.62 46,271.17 37,069.12
Profit / (Loss) before Tax (2,586.01) (1,474.61) (2,456.90) (1,405.46)
Profit / (Loss) after Tax (2,586.01) (1,474.61) (2,456.90) (1,405.46)

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report,

which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Companys internal financial controls were adequate and working effectively during financial year 2020-21..

DIVIDEND

In view of the losses incurred by the Company during current year, your Directors do not recommend any dividend for the year under review.

TURNOVER AND COMPANY PERFORMANCE

The total revenue for the financial year under review was ? 3.80 Millions as against ^ 5,422.01 Millions showing decrease over previous year. Your Company has registered the Net Loss before tax and after tax of ^ 2,586.01 Millions as against ^1,474.61 Millios in the previous financial year.

COVID -19

The outbreak of Corona virus (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 bans, quarantines, social distancing and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown.

The Government of India in order to contain the spread of the COVID-19 pandemic announced a nationwide Lockdown on 25th March 2020. Accordingly, Company continued with shut down of its manufacturing / trading operations at facilities in India. Company is ensuring compliance with the directives issued by the Central Government, State Governments and local government and is maintaining social distancing and taking the required precautions for all employees of the Company.

There is no material impact due to countrywide lockdown on account of COVID-19 pandemic and considering the business segment (Precious Metals) in which company operates, there was no material impact which require any adjustment in financial statement as the Company did temporarily stop manufacturing and trading operations due to paucity of funds, the notice from

lenders for possession of the factory premises, and various legal and regulatory actions against the company.

DEFAULTS IN REPAYMENT OF LOANS

Three of the lender banks and a financial institution (the lenders) have outstanding dues classified as Non-performing assets, amounting to ^34,087.41 Lakhs including amount of bank guarantees invoked, interest and penal interest of ?5,770.45 Lakhs due to defaults made by the Company in the repayment and noncompliance of the terms and conditions. The lender bankers had recalled loan outstanding and had issued notice for constructive possession of the Companys factory at Shirpur, Dhule District, Maharashtra. However, no further action has been by the said bank in this connection.

The Management is in continuous discussions with the lenders for its scheme of restructuring the said over dues and negotiation with the lenders is under way for amicable settlement.

BUSINESS EXCELLENCE & RECOGNISITON

• The Company was awarded with Bureau of Indian Standards (BIS) certificate for use BIS hallmark, one of the requirements for participating in the Gold Monetisation Scheme.

• The Company is holding ISO 9001: 2015, ISO 14001:2015 and OHSAS 18001:2007 standard certificate for Gold Refinery.

CREDIT RATING

During the year under review, Long Term and Short Term credit rating of the Company as earlier issued by CRISIL and CARE remained to D on account of delay in debt servicing.

SUBSIDIARIES

INTERNATIONAL OPERATIONS

As at March 31,2021, your Company had Wholly Owned Subsidiary namely, Shirpur Gold DMCC, Dubai, the name of which changed from Zee Gold DMCC effective from 23.01.2020 and2step down subsidiaries namely Precious Metals Mining and Refining Limited ("PMMRL"), Papua New Guinea and Metallic Exploration And Mining, Mali.

During the FY 2016-17, "PMMRL" step down subsidiary commenced its operations on trial basis, however it couldnt continue the same due to limited resources and other difficulties. Hence, the Board of Directors of the Company decided to close down the above subsidiary. The above subsidiary is in process of closure and is

non operative and non-material. Metallic Exploration And Mining, Mali, step down subsidiary of the Company is yet to commence its operations.

Apart from the above, the Company has neither formed any new subsidiary, associate or Joint venture nor any company ceased to be subsidiary,

In line with amendments of threshold for determining Material Subsidiary as stated in Regulation 16(1)(c) of Listing Regulations, Shirpur Gold DMCC, a wholly owned overseas subsidiary remains a Material Subsidiary of the Company.

The policy for determining material subsidiaries of the Company is available on the website of the Company www.shirpurgold.com.

In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details including financial highlights of each of the subsidiaries is annexed to this report.

Further as per Section 136 of the Companies Act, 2013, the Audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company www.shirpurgold.com.

CORPORATE GOVERNANCE AND POLICIES

In order to maximize shareholder value on a sustained basis, your Company has adopted Corporate Governance practices strictly complying with the requirements of Securities & Exchange Board of India ( Listing Obligations and Disclosure Requirements) Regulations,2015 ("Listing Regulations"), applicable provisions of the Companies Act,2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

A detailed Report on Corporate Governance as per requirement of Listing Regulations along with the Certificate issued by the M/s Parikh & Parikh, Statutory Auditors confirming the compliance of the provisions of the Corporate Governance, is attached and forms part of this Annual Report. Managements Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations is presented in a separate section forming part of the Annual Report.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document

Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy and Remuneration Policy. All these policies and codes have been uploaded on Companys corporate website www.shirpurgold.com. Additionally, Directors Familiarisation Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Companys corporate website www.shirpurgold.com.

In compliance with regulatory requirements, the Nomination and Remuneration Committee of your Board has fixed criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification / experience, areas of expertise and independence of individual. In line with this the Committee had approved in-principle that the initial term of an Independent Director shall not exceed 5 years.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As at March 31,2021, Your Board comprised of 6 Directors including 3 Independent Directors and 3 Non-Executive Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations.

Mr. Amit Goenka who is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

In compliance with Regulation 17(2) of the Listing Regulations and based on the recommendation made by the Nomination and Remuneration Committee, your Board had appointed Mr. Prakash Chandra Pandey and Mr. Shankar Bhandari as additional Non Executive Non Independent Directors w.e.f 11th March, 2021, liable to retire by rotation. As per 161 of the Companies Act,2013, Mr. Prakash Chandra Pandey and Mr. Shankar Bhandari shall hold office till ensuing Annual General Meeting. The Company has received notice from members proposing appointment of Mr. Prakash Chandra Pandey and Mr. Shankar Bhandari as Directors and requisite proposals seeking your approval for their appointment as Directors forms part of the Notice of ensuing Annual General Meeting. Your Board recommends these proposals for approval of shareholders.

In terms of Regulation 25(8) of the Listing Regulations,

Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1) (b) of the Listing Regulations and that they are independent of the management.

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, along with a declaration as provided in the Notification dated October 22, 2019, issued by the Ministry of Corporate Affairs (MCA), regarding the requirement relating to enrolment in the Data Bank for Independent Directors, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act.

The Company has not appointed any Independent Director during the year, hence a statement regarding opinion of the Board with regard to integrity, expertise and experience of the independent Directors appointed during the year is not applicable.

During FY 2020-21, your Board met 4 (Four) times details of which are available in Corporate Governance Report annexed to this report.

Mr. Ashok Sanghavi resigned as CFO of the Company effective from December 3,2020.

In compliance with the requirements of Section 203 of Companies Act,2013, as at March 31,2021, Mr. Shyamal Padhiar, Company Secretary continue as Key Managerial Personnel of the Company.

PERFORMANCE EVALUATION

In a separate meeting of Independent Directors, performance of the non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of directors, the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, attendance, contributions from each directors etc.

The performance of each of the Independent Directors was also evaluated taking into account the time devoted, attention given

to professional obligations for independent decision making, contribution towards providing strategic guidance, determining important policies, utilising their expertise.

BOARD COMMITTES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.shirpurgold.com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

A detailed report on Corporate Social Responsibility, in compliance with the requirements of Companies Act, 2013, is annexed to this report.

AUDITORS Statutory Audit

In compliance with rotational requirements of Statutory Auditors of the Company as per Section 139 of Companies Act,2013 and after reviewing recommendations of the Audit Committee, M/s Parikh & Parikh, Chartered Accountants, Mumbai ( FRN 107526W) was earlier appointed as Statutory Auditors of the Company after obtaining requisite shareholders approval in place of retiring auditors M/s B.S. Sharma & Co., Chartered Accountants, to hold office till the conclusion of general meeting to be held in 2024.

However, M/s Parikh & Parikh, Chartered Accountants, vide his letter dated 11th August,2021 tendered their resignation as Statutory Auditors of the Company due to expiry of peer review certificate and hence not eligible to carry out statutory audit of the Company for the FY 2021-22.

Pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 and based on recommendation of the Audit Committee, M/s. Ankush Gupta and Associates, Chartered Accountants (FRN No. 149227W), was appointed as Statutory Auditors of the Company for the FY 2021-

22 to fill the casual vacancy caused by the resignation of M/s. Parikh & Parikh, Chartered Accountants.

M/s. Ankush Gupta and Associates, Chartered Accountants (FRN No. 149227W), shall hold the office till the conclusion of the ensuing Annual General Meeting of the Company to be held in the Financial Year 2021-2022, on such remuneration including out of pocket expenses and other expenses as may be mutually agreed by and between the Board of Directors and Auditors and as approved by the shareholders of the Company.

Your Company has received consent and confirmation from the proposed Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules 2014. The firm also holds valid peer review certificate as required under Listing Regulations.

Your Board recommends appointment of M/s. Ankush Gupta and Associates, Chartered Accountants, Mumbai as Statutory Auditors of the Company for the financial year 2021-22 and further period of 2 years to hold office till the conclusion of general meeting to be held in 2024 and seek your approval by passing resolution at the ensuing AGM.

The reports of the Statutory Audit for the year ended March 31, 2021, do not contain any qualifications / observations. During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca)of the Act.

Secretarial Audit

I n com plia nce with the provisions of Section 204 of the Com panies Act,2013, the Company has appointed Mrs. Mita Sanghavi, Practising Company Secretary (CP No. 6364) as secretarial auditor of the Company for the fi nancial yea r 2020-21. A copy of secreta ria l audit report is annexed to this report.

In compliance with the provisions of SEBI Listing Regulations, the Company had submitted Annual Secretarial Compliance Report for the year ended 31.03.2021 to the stock exchanges which was issued by Mrs. Mita Sanghavi, Secretarial Auditor.

The reports of the Secretarial Audit and Annual Secretarial Compliance Certificate for the year ended March 31,2021, contains certain qualifications / observations. The Boards reply with regards to qualifications / observations were as under:

S.No. Particulars of qualifications / observations Boards Reply
1 As at March 31,2021, Directors Identification Number issued to one of the Directors of the Company Mr. Amit Goenka (DIN 00017707) stands de-activated due to non-filing of DIR-3 KYC The delay in filing of DIR 3 KYC occurred due to unavailability as a result of frequent international travels of Mr. Amit Goenka. However, the DIR-3 KYC has been filed subsequently and activated.
2 As at March 31,2021, the Company had Key Managerial Personnel (KMP) only in the category of Company Secretary and therefore was not in compliance with the requirements of Section 203 of the Companies Act, 2013. The vacancy caused in the office of Chief Financial Officer due to resignation w.e.f. December 3, 2020 and Manager (nominated as KMP in the category of CEO) due to resignation w.e.f. December 6, 2019, has not been filled as on date of this report. The operations of the Company are on hold since February,2020, and the operations at factory are lying closed. Therefore, the vacancy in the office of Manager and Chief Financial Officer could not be filled.
3 As on the date of report the company has not filed Audited Financial Statement in Form AOC-4 XBRL for FY 2019-20. The Annual General Meeting for adoption of Audited Accounts for FY 2019-20 was held on 31.12.2020. The Company has filed Form AOC-4 XBRL for FY 2019-20 on July 29, 2021.
4 The Company had outstanding CSR Provisions of preceding years aggregating to ? 107.99 Lakhs, which were not spent on the objects prescribed under Section 135 of the Companies Act, 2013. The operations of the Company are on hold since February, 2020, and the operations at factory are lying closed. Due to insufficient operational cash flows, the Company couldnt spent outstanding CSR expenditure of preceding years.
5 The Company had not filed Annual Performance Report in Form ODI for FY 2019-20 in connection with operations of its Wholly Owned Overseas Subsidiary M/s. Shirpur Gold DMCC, Dubai (erstwhile Zee Gold DMCC till 23.01.2020) and has accordingly not complied with the requirements of Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004. The Company is in process to file the same.
6 During the Audit period the Company has not complied with following requirements of SEBI regulations:
S.No. Particulars of qualifications / observations Boards Reply
Sr. No. Compliance Requirement Deviations 1. Delay in filing of various forms / returns under SEBI LODR was due to challenges faced by the Company for payment to RTA due to insufficient cash flow and sudden closure of operations post COVID 19 pandemic.
1 Reg 7(3) of SEBI LODR Delay in filing of Half-yearly Certificate of Common Share Registry for half-year ended September 30, 2020
2 Reg 13(3) of SEBI LODR Delay of 1 day in filing Statement of Investors complaint for quarter ended June 30, 2020 with NSE 2. Nonpayment of listing fees was due to insufficient operational cash flows,
3. Non compliance of Reg 17(1)(c) of SEBI LODR, was due to challenges faced by the Company to identify new Directors such as COVID 19 pandemic, closure of operations, default in debt obligations and so on.
3 Reg 14 of SEBI LODR Listing Fees for FY 2020-21 not paid
4 Reg 17(1)(c) of SEBI LODR Compa ny forms part of top 2000 Companies based on Market Cap in NSE as at March 31, 2020 and had 4 Directors during the period from April 1, 2020 till March 10, 2021 and therefore the Board constitution was not in compliance with Regulation 17(1 )(c).
4. The observation with regards to signing of CEO /CFO certificate by Directors is self explanatory.
5. The website was operational till it was crashed due to technical glitch on the part of service provider hosting the domain of the Company. The Company is trying to have dialogue with service provider and is expected to resolve the issue.
5 Reg 31 of SEBI LODR Delay in filing Shareholding Pattern for quarter ended June 30, 2020 and September 30, 2020
6 Reg 33(2)(a) of SEBI LODR Since Company did not have CEO & CFO (w.e.f. 03.12.2020) the CEO-CFO certificate for financials of Q3 ended on 31.12.2020 was signed by 2 Directors. Further since there was no CEO during year, the CEO-CFO certificate for all quarterly financials were signed by Directors in place of CEO
7 Regulation 40(9) of SEBI LODR Delay in filing Certificate from Practicing Company Secretary for half-year ended September 30, 2020
8 Reg 46 & various other SEBI LODR Companys website is not operational and therefore status of uploading policies and other filings on website could not be verified.
9 Reg 76 of SEBI DP Regulations Delay in filing Reconciliation of Share Capital Audit report for quarter ended September 30, 2020
7 During the Audit period, National Stock Exchange of India Limited (NSE) & BSE Limited (BSE) had issued Notices for violations of Reg 6(1), 7(1), 7(3), 17(1) and 31 of SEBI LODR and Regulation 76 of SEBI DP regulations and consequent to non-payment of fines levied by the Stock Exchanges in connection with above violations, trading of Shares of the Company on the Stock Exchanges has been suspended since February 12, 2021; Non payment of fines were due to various reasons such as Insufficient cash flow,closure of business operations and so on. The Company had requested the exchanges for waiver of the fines levied.
S.No. Particulars of qualifications / observations Boards Reply
8 During the Audit period the Companys manufacturing operations was temporarily on hold since February 2020 due to paucity of funds, the notice from lenders for possession of factory premises and various legal and regulatory actions against the Company. Most of the workers were laid-off in February 2020. The observation is self explanatory and the company is in process of renewal of factory license.
In view of the foregoing, most of the provisions of Factories Act, 1948, Industrial Dispute Act, 1947, Payment of Wages Act, 1936, Minimum Wages Act, 1948, Employee State Insurance Act, 1948, Employee Provident Fund and Miscellaneous Provisions Act, 1952, Payment of Bonus Act, 1965, Payment of Gratuity Act 1972, The Contract Labour (Regulation and Abolition) Act, 1970, Maternity Benefits Act, 1961, The Industrial Employment (Standing Orders) Act, 1946, Employees Compensation Act, 1923 (earlier known as Workmen Compensation Act, 1906), Equal Remuneration Act, 1976, Environmental Laws were not applicable for major part of year. The Company had not renewed factory license & did not have Manager, as required under Factories Act, 1948.

Cost Audit

The provisions related maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act,2013 and to appoint cost auditor to carry out Audit of Cost Records of the Company are not applicable to the Company.

Corporate Social Responsibility

The Company had outstanding CSR Provisions of preceding years aggregating to ? 10.80 Million, which were not spent on the objects prescribed under Section 135 of the Companies Act, 2013. Due to insufficient operational cash flows, the Company couldnt spent outstanding CSR expenditure of preceding years. However, due to negative average profits for the last 3 financial years of the Company, it was not required to spend any amount towards CSR expenses for the financial year ended 31.03.2021.

DISCLOSURES :

I. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186

The details of loans, investments and guarantee as required u/s 186(4) of the Companies Act,2013 are annexed to the Directors Report.

II. RELATED PARTY TRANSACTIONS

All related party transactions, specifying the nature, value and terms of the transactions including the arms-length

justification, are placed before the Audit Committee for its approval and statement of all related party transactions carried out is placed before the Audit Committee for its review on a quarterly basis.

All the related parties transactions entered by the Company during the financial year under review were on arms length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act,2013 and Listing Regulations.During FY 2020-21, there were no materially significant Related Party Transactions by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

During the FY 2020-21, there were no materially significant related party transactions as defined under Section 188 of the Act and Regulations 23 the Listing Regulations and accordingly transactions required to be reported in Form AOC-2 as per Section 188 of the Companies Act, 2013 is NIL.

III. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has adequate internal financial controls and policies/procedures for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit

Committee evaluates the internal financial control system periodically.

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India.

IV. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the extract of Annual Return in Form MGT-9 is not required to annexed to this report since it is available on the website of the Companywww.shirpurgold.com.

V. SEXUAL HARASSMENT

Your Company has zero tolerance for sexual harassment at workplace and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act,2013 and the Rules there under. 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 complaint on sexual harassment was received by the Company.

VI. REGULATORY ORDERS

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.

VII. DEPOSITS& UNCLAIMED SHARES

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014, was remained unpaid or unclaimed as at the end of the year 31 st March,2021.

As at March 31,2021, your Company do not have any unclaimed shares / dividend hence the provisions of the Investor Education and Protection Fund Rules are not applicable to the company.

VIII. INSURANCE & RISK MANAGEMENT

The Company has obtained adequate insurance on all of its fixed and other assets. The Company has identified the potential risks against the business of the Company and taking proper safeguards to mitigate / minimize the risks. The detailed analysis of the Risk elements are discussed under the Management analysis and Discussion Report

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed analysis of the State of Companys affairs / developments is discussed under Management Discussion and Analysis section of Directors report.

HEALTH, SAFETY & ENVIRONMENT PROTECTION

The Company is operating its plant in a manner which endeavors protection of health / safety of workers and environment. The Company is using eco-friendly technology and manufacturing facilities at its plant to ensure workers safety and health. The Green initiatives taken by the Company by plantation of trees at plant site are one of the best examples of protecting environment. The Company is in compliance with all the applicable labour and environmental laws.

PARTICULARS OF EMPLOYEES

The Company has maintained cordial relations with its employees and workers. The Company has taken adequate steps to ensure safety and welfare of all its employees at plant and other places.

Requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report. None of the employee of the Company is in receipt of remuneration of ? 1.02 Crores per annum/ Rs 8.50 Lacs per month or more during the FY 2020-21.Theinformationrequired under Rule 5 (2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request.

In compliance with provisions of section 136(1) of the Companies Act, 2013, the Audited Financial Statements along with other reports are sent to every member of the Company, excluding the information on employees particulars, which is available for inspection at the Corporate Office of the company during working day (except Saturday) upto the date of ensuing Annual General Meeting. Any member who is interested in obtaining copy thereof, such member may write to the Company Secretary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

The information required u/s. 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is furnished hereunder :

I. Energy Conservation and Technology Absorption:

Details of energy conservation, technology absorption by the Company along with the information in accordance with the provisions of Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014is annexed to this report.

II. Foreign Exchange Earning and Outgo :

Particulars of foreign currency earnings and outgo during the year are given in Note 37 & 38 to Standalone Financial Statement.

ACKNOWLEDGEMENTS

We sincerely thank all our investors, customers, suppliers, bankers, business partners/ associates, financial institutions and government authorities for their continued co-operation, trust, support and guidance. We also take this opportunity to express our deep appreciation for the contribution, hard work, dedication and commitment of all our employees who have been one of the major driving factors for the companys growth and progress.

For and on behalf of the Board

Place: Mumbai, Shankar Bhandari Kavita Kapahi
Date: August 18, 2021 Director Director