spice islands apparels ltd Directors report

The Companys financial performance, for the financial year ended March 31, 2023 is summarized as below;

The Company in its last AGM chose to continue to suspend operations owing to the after effects of the Covid Pandemic & conflict in Europe. This view was taken seeing the disruptions to the companys supply chains and increase in price of raw materials and additionally the weak sentiment from customers in Europe. The company continues to review market conditions in overseas markets till a clearer picture emerges.

The company continues to keep operations suspended.

The Covid Pandemic of 2020 and Russian invasion of Ukraine in 2021 continues to have a ripple effect in European markets where your companys customers are located. The management has considered the possible effects, if any, that may impact the carrying amounts of inventories, receivables, and intangibles.

In making the assumptions and estimates relating to the uncertainties as at the balance sheet date in relation to the recoverable amounts, the management has considered subsequent events, internal and external information and evaluated economic conditions prevailing as at the date of approval of these financial results. The management expects significant impairment to the carrying amounts of the machinery but not the immovable assets. The management will continue to closely monitor any changes to future economic conditions and assess its impact on the operations.

During the year under review no amount was transferred to general reserves.

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

The paid up Equity Share Capital as at March 31, 2023 stood at Rs. 4.3 Crore. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants. As on March 31, 2023, none of the Directors of the Company held instruments convertible into Equity Shares of the Company.

Fotoset Trading Private Limited, (hereinafter referred to as "the Acquirer"), has entered into an Share Purchase Agreement with the Promoter Sellers with an intention to acquire up to 26,80,790 fully paid up Equity Shares having face value of Rs. 10/- (Rupees Twenty six lakhs Eighty Thousand Seven Hundred and Ninety Only ) each ("Sale Shares") constituting 62.34 % of the Paid- up Share Capital of the Spice Islands Apparels Limited (hereinafter referred to as "the Target Company"), at a negotiated price of Rs. 9/- (Rupees Nine only) per fully paid-up Equity Share ("Negotiated Price") aggregating to Rs. 2,41,27,110/- (Rupees Two Crore Forty One Lakhs Twenty Seven Thousand One Hundred and Ten Only) ("Purchase Consideration") payable in cash along with the acquisition of control over the Target Company.

And accordingly the Acquirer has made the Open Offer to acquire up to 11,18,000 (Eleven Lakh Eighteen Thousand) Equity Shares representing 26.00% (Twenty-Six Percent) of Voting Share Capital of the Target Company, at an offer price Rs. 9.00/- (Nine Rupees Only) per Equity Share, aggregating to a total consideration of Rs. 1,00,62,000 (One Crore Sixty Two Thousand Rupees Only) payable in cash, in accordance with the provisions of Regulation 9 (1) (a) of the SEBI (SAST) Regulations, subject to the terms and conditions set out in the Offer Documents.

Revised Schedule of Activities of open offer

Due to loss during the year, the Board of Directors has decided not to recommend any dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2023.

a. Industry structure & developments

Even though Govt continues to introduce policies to further exports, sentiment is low as overseas markets continue to be under inflationary pressure and rising costs.

b. Opportunities and Threats

Due to weak economic cycle in Europe, inflation is those economies is expected to continue to remain high thereby hampering recovery.

c. Segment wise or product wise performance

The company continues to keep operations suspended and will only take orders once markets stabilise.

d. Outlook

Overall, the outlook is muted as most customers are experiencing fewer footfalls in stores due to lockdowns / covid restrictions. On the manufacturing side, sustained increase in raw material costs such as yarn and fuel are causing prices to rise thereby making products from India expensive to source in the short to medium term.

e. Risk and concerns

Compliances are very much in place for overall required international expectations.

f. Internal control systems and adequacy

As an extension of above, there is a machinery function to regulate and control the expected parameters in the job work environment to ensure a first class work situation and consequent quality output.

g. Discussion on financial performance with respect to operational performance.

Against an emerging market and consequent changes of product movements, we too have had to go through a different product mix to flow along with. The impact, financial and / or otherwise, is being investigated.

h. Material development in Human Resources / Industrial relation front including number of people employed

In the field that we are in it is a must that we tune well with the changes around us which not only mean changes in product lines as required but also realignment of the human resources available in order that the Company moves ahead in the competitive environment.

i. Cautionary Statement

The statements in the Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations may be ‘Forward looking statements within the meaning of the applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference of the Companys operations include economic demand/supply and price conditions in the domestic and overseas markets for Companys products, changes in the Government regulations, tax laws, other statutes and incidental factors.

The Company has an adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board.

The company continues to undertake activity in garment manufacturing during the year under review there is no change in the nature of its business.

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary or joint venture company. During the financial year under report, no company has become / ceased to be subsidiary or Joint Venture Company.

11. CORPORATE GOVERNANCE

The Company is exempt under Regulation 27 (2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Hence, Annual Report 2022-23 does not contain the Corporate Governance Report. Further, as and when the company falls under the applicability to provide Corporate Governance Report, the company will comply with the same. Refer Annexure – A.

12. EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return in Form MGT-7 is placed on the website of the Company as part of Companys Annual Report 2022-23 at the following web link http://www.spiceislandsapparelslimited.in MGT-7_2022-23.pdf

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

14. BOARD OF DIRECTORS

Your Companys Board is duly constituted and is in compliance with the requirements of the Act, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company.

*Mr. Nilesh S. Shevade (Din No.: 03184426) has given resignation as Non-Executive Independent Director of the company w.e.f. the closure of business hours on April 19, 2023.

**Mr. Milind Sitaram Desai (Din No.: 00326235) appointed as an Additional Director & Non-Executive Independent Director of the company w.e.f. April 18, 2023.

Ms. Seema Umesh Katre, Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment.

Mr. Neeraj M. Desai and Mr. Nilesh S. Shevade who are independent directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations and there has been no change in the circumstances which may affect their status as independent directors during the year.

The Board at its Meeting held on April 18, 2023 has appointed Mr. Milind Sitaram Desai as the Additional & Non-Executive Non Independent Director of the Company for a period of 5 years commencing from April 18, 2023 to April 17, 2028.

None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

Brief resume and other relevant details of the Directors proposed to be appointed / re-appointed are given in the Explanatory.

I. KEY MANAGERIAL PERSONNEL (KMP)

During the financial year under report, the following persons were the Key Managerial Personnel of the Company.

ii. NUMBER OF MEETINGS AND ATTENDANCE:

The Company sends notice of meetings of the Board well in advance so as to allow the Directors to block their calendars. There were five meetings of the board viz. May 27, 2022, August 10, 2022, September 02, 2022, November 11, 2022 and February 08, 2023 held during the year, details which is required pursuant to Section 134(3)(b) of the Companies Act, 2013 are given as under:

15. COMPOSITION OF COMMITTEES AND ATTENDANCE:

A. AUDIT COMMITTEE:

The Audit committee (AC) has been re-constituted by the Board on April 20, 2023. Mr. Nilesh S. Shevade has resigned as Director of the Company and Member of the Audit Committee and inducting Mr. Milind Sitaram Desai, Independent Director as new member of the committee. Now, Audit Committee of the Board comprises w.e.f April 20, 2023, is as below:

All recommendations made by the Audit Committee were accepted by the Board during the year 2022-23.

Pursuant to provision of Section 177 of the Companies act 2013, during the year under review, four meetings were held on May 27, 2022, August 10, 2022, November 11, 2022 and February 08, 2023. The attendance record of the members at the meeting was as follows:

Note : Mr. Nilesh S. Shevade ceased to be a member w.e.f. a April 19, 2023 and Mr. Milind Sitaram Desai has been inducted as member of the Committee w.e.f. April 20, 2023.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) has been re-constituted by the Board on April 20, 2023. Mr. Nilesh S. Shevade has resigned as Director of the Company and Member of the Nomination and Remuneration Committee and inducting Mr. Milind Sitaram Desai, Independent Director as new member of the committee. Now, Nomination and Remuneration Committee of the Board comprises w.e.f April 20, 2023 is as below:

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (as may be amended from time to time). Emphasis is given to persons from diverse fields or professionals

Pursuant to provision of Section 178 (1) of the Companies act 2013, during the year under review, 2 meeting were held on September 02, 2022 and February 08, 2023. The attendance record of the members at the meeting was as follows:

Note : Mr. Nilesh S. Shevade ceased to be a member w.e.f. April 19, 2023 and Mr. Milind Sitaram Desai has been inducted as member of the Committee w.e.f. April 20, 2023.

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee review and ensures redressal of investor grievances. The Stakeholders Relationship Committee currently comprises of is as below:

This Committee functions in the manner and deals with the matters specified in Part D of Schedule II of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The committee monitors share transfers, transmissions and other shareholders related activities including redressal of investor grievances.

Pursuant to provision of Section 178(5) of the Companies act 2013, during the year under review, 1 meeting was held on February 08, 2023. The attendance record of the members at the meeting was as follows:

D. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors Committee has been re-constituted by the Board on April 20, 2023. Mr. Nilesh S. Shevade has resigned as Director of the Company and Member of the Nomination and Remuneration Committee and inducting Mr. Milind Sitaram Desai, Independent Director as new member of the committee. Now, Independent Directors Committee of the Board comprises w.e.f April 20, 2023 is as below

The meeting of Independent Directors of the Company was held on February 08, 2023 wherein Mr. Neeraj M. Desai and Mr. Nilesh S. Shevade both participated.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and they have registered their names in the Independent Directors Data Bank. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act and the Code of Business Conduct adopted by the Company.

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION NOMINATION & REMUNERATION

POLICY

The Board has adopted, on recommendation of the Nomination and Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration in compliance with

Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirement (as may be amended from time to time).

18. REMUNERATION POLICY AND BOARD DIVERSITY POLICY:

The Company has in place a policy relating to the remuneration of the Directors, KMP and other employees of the Company. The policy is available on the website of the Company at http://www.spiceislandsapparelslimited.in on_Board_Diversity.PDF

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarization program for Independent Directors has also been adopted by the Company and is put up on the website of the company http://www.spiceislandsapparelslimited.in Director.PDF. All new Independent Directors (IDs) included in the Board are presented with an overview of the Companys business operations, products, organization structures and about the Board Constitutions and its procedures.

20. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the Listing Regulations Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship, and Corporate Social Responsibility Committees and that of the individual Director.

The evaluation process covered the aspects which included Board structure and composition, frequency of Board meetings, participation in the long term strategic planning, contribution to and monitoring of corporate governance practices and the fulfillment of Directors obligation and fiduciary responsibilities, including but not limited to, active participation at the Board and committee meetings. The result of the evaluation is satisfactory and meets the requirement of the Company.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

22. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

23. AUDITORS

a) Statutory Auditors

Ashok Pandit & Co, Chartered Accountants (ICAI Firm Registration 100674W) were appointed as the Statutory Auditors of the Company in the 33rd Annual General meeting for term of 5 years till the conclusion of 38th Annual General Meeting of the Company, at a remuneration to be decided by the Board of Directors in consultation with the Auditors. However, they have tendered their resignation to act as the statutory auditors of the Company with effect from August 14, 2023.

The Auditors Report does not contain any qualification, reservation or adverse remark. Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

To fill up this casual vacancy, the Board of Directors in its meeting held on August 17, 2023 have approved the appointment of Sachin Phadke And Associates, Chartered Accountants, Mumbai (Firm Registration No.: 133898W), as the Statutory Auditors of the Company till the conclusion of ensuing Annual General Meeting. Your Company has received an eligibility letter from the Auditors for their appointment in accordance with Sections 139 and 141 of the Act. Necessary resolutions have been put in the ensuing Annual General Meeting for getting approval of shareholders for appointment done in casual vacancy and also for further appointment for the term of 1 year from the conclusion of Annual General Meeting.

b) Secretarial Auditor

Alok Khairwar, Company Secretaries (Membership No.: F10031, Mumbai were appointed as Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year 2022-23, Form MR-3, contain qualification, reservation and adverse remark and is annexed to this report as Annexure-B.

Further, the Board of Directors has approved the appointment of Alok Khairwar, Company Secretaries (Membership No.: F10031 as Secretarial Auditors at their meeting held on May 30, 2023 for conducting the Secretarial Audit of the Company for the financial year 2023-24.

c) Internal Auditors

The Board has appointed P. D. Chopda & Co. Chartered Accountants, as Internal Auditors of your company for the financial year 2022-23. The Board has re-appointed P. D. Chopda & Co. Chartered Accountants, as Internal Auditors of the Company for the financial year 2023-24. The report prepared by the Internal Auditors is to be reviewed by the Statutory Auditors & Audit Committee of the company.

24. PERSONNEL AND RELATED DISCLOSURES

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the company. Pursuant to the provisions of the Companies (Appointment & Remuneration of Managerial Personnel) rules 2014, no employee is drawing remuneration in excess of the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place without the right equality of people. To that effect, your company has undertaken a series of measures that ensures the most appropriate people are recruited in to the organization.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are provided in "Annexure-C" forming part of the Annual Report.

25. WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing

Regulations, your Company has a Whistle Blower Policy / vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be raised. A Vigil Mechanism Committee under the Chairmanship of the Audit Committee Chairman is also in place. The Whistle Blower Policy has been uploaded on the website of the Company at http://www.spiceislandsapparelslimited.in and is available at the link http://www.spiceislandsapparelslimited.in.

The Policy provides access to the Legal Head of the Company and to the Chairman of the Audit Committee. No person has been denied an opportunity to have access to the Vigil Mechanism Committee and the Audit Committee Chairman.

26. BUSINESS RESPONSIBILITY REPORT

Your Company shall not be mandatorily required to submit Business Responsibility Report for the year ended March 31, 2023 as stipulated under Regulation 34 of the SEBI Listing Regulations, Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within stipulated time from the date on which the provisions become applicable to the Company

27. RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organizations risk exposures while achieving its objectives. Risk Management is an important business aspect in the current economic environment and its objective is to identify, monitor and take mitigation measures on a timely basis in respect of the events that may pose risks for the business. The Companys risk-management strategy is to identify, assess and mitigate any significant risks. We have established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management levels.

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation.

28. NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act and Rules framed thereunder with respect to the Companys nature of business.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN

SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

All Related Party Transactions entered into by your Company during the Financial Year 2022-23, were on arms length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered into 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. Requisite prior approval of the Audit Committee of the Board of Directors was obtained for Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Pule 8({2) of the Companies (Accounts) Pules, 2014 is not applicable. Attention of Shareholders is also drawn to the disclosure of transactions with related parties set out in Note No. 54 of Significant Accounting Policies, forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

30. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The

Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors state that during the year under review, there were no cases filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. HUMAN RESOURCES &INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Company recognizes people as the primary source of its competitiveness and continues its focus on people development by leveraging technology and developing a continuously learning human resource base to increase their potential and fulfil their aspirations.

The Company continued to maintain harmonious and cordial relations with its workers in all its businesses during the year under report. Your company firmly believes that a dedicated work force constitute the primary source of sustainable competitive advantage.

32. LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT,

2013

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

33. EMPLOYEE STOCK OPTION

The company has not issued any Employee Stock Option.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended from time to time regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure-D, forming part of the report.

35. CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Board of Directors and senior management and employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence.

A c o p y o f t h e C o d e h a s b e e n u p l o a d e d o n t h e C o m p a n y s w e b s i t e a t http://www.spiceislandsapparelslimited.in . The Code has been circulated to all the Directors and Management Personnel and its compliance is affirmed by them annually. A declaration signed by the Companys Managing Director for the compliance of this requirement is published in this Report.

36. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Companys Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "unpublished price sensitive information" are available with them. The Insider Code also requires pre-clearance for dealing in the Companys shares and prohibits dealing in Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

37. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND

BANRUPCY CODE 2016

During the year under review, there were no applications made for proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

38. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

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 Meetings) issued by the Institute of the Company Secretaries of India.

40. APPRECIATION AND ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its appreciation for the continued support received from all stakeholders including government, regulatory authorities and financing institutions. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and success.