Supreme Petrochem Ltd Directors Report.

Members,

The Board of Directors of the Company are pleased to present the Thirty Second Annual Report of the Company alongwith its Audited Financial Statements for the Financial Year ended on March 31, 2021.

1. FINANCIAL HIGHLIGHTS

(Rs. in lakhs)
Year Ended 31.03.2021 Year Ended 31.03.2020
Revenue (net of GST) 320645.12 273617.50
Profit Before Tax (PBT) 64378.36 11789.79
Less- Tax Expenses 16629.19 1524.51
Profit After Tax (PAT) 47749.17 10265.28
Interim/Final Dividend on equity shares (including corporate dividend tax) paid during the year 3760.82 6980.58
Transfer to General Reserves: 30000.00 3000.00
Retained Earnings 20689.35 6701.00

2. DIVIDEND

During the year under review, Directors of the Company on October 23, 2020, declared an interim dividend of Rs.2.50 (Two Rupees and Fifty Paise) per share for financial year 2020-21 (viz 25%) on its paid up Equity Share capital, consisted of 9,40,20,671 equity shares of Rs.10/- each leading to an total outflow of Rs.2350.51 Lakhs.

Directors have further recommended a final dividend of Rs.12.50 (Twelve Rupees and Fifty Paise) per share for financial year 2020-21 (viz 125%) on its paid up equity Share capital, as may prevail on the record date fixed for the purpose of dividend eligibility of the members, subject to approval of members in the ensuing Annual General Meeting of the Company.

The payout of dividend is in line with the Companys policy to meet its long term growth objectives and will be met through internal cash accruals of the Company.

Pursuant to the provisions of Regulation 43A(1) of SEBI (LODR) Regulations, 2015, the Company has formulated its Dividend Distribution Policy which is available on the website of the Company www.supremepetrochem.com.

3. REVIEW OF OPERATIONS

Companys revenue stood at Rs.3206.45 Crores (net of GST) for the year under review as compared to Rs.2736.17 Crores (net of GST) in the previous year. Company during the year under review earned a Net Profit of Rs.477.49 Crores against Rs.102.65 Crores in the previous year. Increased demand of Companys products from OEMs, closure of one of the Companys competitors plant and ban on import of air conditioners with refrigerant, improved demand from appliance manufacturers helped in achieving better performance of PS and EPS businesses. SPC division also did well as compared to the previous year.

4. BUY BACK OF SHARES

The Company bought back 24,81,287 equity shares under its Buy Back Scheme which ended on September 18, 2020. Consequently the paid up share capital of the Company consisted of 9,65,01,958 equity shares of Rs.10/- each reduced to 9,40,20,671 equity shares of Rs.10/-each post buy back. A total sum of Rs.48.85 Crores was spent on the shares bought back (including Rs.9.26 Crores towards transaction expenses and Buy Back distribution tax etc).

5. REDUCTION OF SHARE CAPITAL

The Board of Directors of the Company in their meeting held on March 12, 2021 recommended reduction in paid up equity share capital of the Company in terms of section 66 of the Companies Act, 2013 and regulation 37 of SEBI (LODR) Regulations, 2015 from Rs.10/- per share to Rs.4/- per share, without reducing the number of shares. Accordingly, every shareholder will receive Rs.6/- per share for every share held on the record date, as may be determined for the purpose. This is subject to approval of Shareholders, BSE / NSE / SEBI / NCLT etc. This will reduce the existing paid up equity share capital from Rs.9,402.07 Lakhs to Rs.3,760.83 Lakhs, post reduction.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT

Management Discussion and Analysis Report & Corporate Governance Report of the Company for the year under review are annexed to the Annual Report separately forming its integral part. The Certificate(s) issued by M/s Parikh & Associates, Practising Company Secretaries, pertaining to compliance of Corporate Governance conditions as applicable to the Company and no Disqualification/ Debarment of its Directors from holding Directorship in the Company is annexed to Corporate Governance Report vide Annexure - A & B respectively.

7. BUSINESS RESPONSIBILITY REPORT (BRR)

Business Responsibility Report for the year under review in terms of Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015 is annexed separately forming integral part of the Annual Report.

8. HEALTH, SAFETY & ENVIRONMENT (HSE)

Considering the significance of Health, Safety & Environment (HSE) to any petrochemical operations, Company has established a robust HSE system at both of its plants situated at Amdoshi, Maharashtra and Manali, Chennai.

Both the Environmental Management System and Occupational Health and Safety Management System continued to be maintained by the Company as per the ISO 14001:2015 Standard and ISO 45001:2018 Standard respectively.

Company has continued implementation ofHSE management Systems under the Guiding Principles of declared Integrated Management System policy (Occupational Health and Safety Policy and Environmental Policy).

HSE Performance Index for the period under review stood to be in "Excellent" Range.

The Company has completed 7472 accident free days as on March 31, 2021 which amounts to 19.64 million manhours of accident free operations.

9. DIRECTORS AND WHOLE TIME MANAGERIAL PERSONNEL

(A) Change in Directors and Key Managerial Personnel :

(i) Appointment of Directors retiring by Rotation:

Shri Rajan B. Raheja (DIN 00037480) and Shri B. L. Taparia (DIN 00112438), Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment as NonExecutive and Non-Independent Promoter Directors of the Company.

(ii) Appointment of Manager

Shri N. Gopal, whose term as Manager of the Company expired on March 31, 2021, has been re-appointed by the Board of Directors for further period of 3 years from April 1, 2021 to March 31,2024, subject to approval of members.

(iii) Appointment of Whole Time Director:

Shri K. V. Mujumdar (DIN 08866096), who was earlier working as Vice President (Operations), was appointed as Additional Director of the Company with effect from September 19, 2020. He holds office upto the date of ensuing AGM. He was also appointed as a Whole time Director of the Company designated as Director (Operations) for a period of five years with effect from September 19, 2020.

Except above three changes, which the Board recommends and are included in the AGM notice for seeking approval of members, there is no other change in the composition of the Board of Directors and Key Managerial Personnel (KMP) of the Company during the year under review.

(B) Annual evaluation of the Board and Board Committees:

Company has a well defined criteria for evaluation of performance of the Board and its Committees, Independent Directors, Non-Independent Directors and Chairperson of the Company; as approved by the Nomination and Remuneration Committee of the Company.

Pursuant to the provisions of Section 178(3) of Companies Act, 2013 and Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board has carried out the annual evaluation of Independent Directors of the Company viz. Shri M. S. Ramachandran, Shri R. Kannan, Ms. Ameeta Parpia, Dr. S. Sivaram and Shri Rajeev Pandia individually and working of all the Board Committees and found their performance to be highly satisfactory. They also noted that all the Independent Directors of the Company are fulfilling the criteria of their independence as per the provisions of Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and the Directors of the Company do not bear any debarment / disqualification with respect to their continuance in the Directorship of the Company as per their disclosures made to the Company.

Further pursuant to the aforesaid provisions of Companies Act, 2013 and Regulation 25(3) & (4) of SEBI (LODR) Regulations, 2015, the Independent Directors carried out the annual evaluation of Non-Independent Directors viz. Shri M. P. Taparia, Shri S. J. Taparia, Shri B. L. Taparia and Shri Rajan B. Raheja, the Board as a whole and the Chairperson of the Company and were immensely satisfied with their management of the overall affairs of the Company. They also appreciated the exemplary leadership role of the Board Chairperson Shri M. P. Taparia in maintaining the values, ethos and standards of Corporate Governance.

The Board expressed its satisfaction with the evaluation results reflecting the high level of engagement of the Board and its committees in the overall affairs of the Company and its Management.

The Criteria related to evaluation of Independent Directors are disclosed in the Corporate Governance Report annexed to the Annual Report separately forming its integral part.

The criteria / policies of the Company for selection of Directors and Remuneration Policy for Directors, Key Managerial Personnel (KMP) / Sr. Management Personnel is annexed to the Board Report vide Annexure 1.

(C) Familiarization Programme of the Independent Directors:

Pursuant to the provisions of Regulation 25(7) of SEBI (LODR) Regulations, 2015, the details of the Familiarization Programme conducted for Independent Directors during the year under review is placed on the website of the Company and can be assessed at http://supremepetrochem.com/pdf/familiarisation%20 Programme%20for%20Independent%20directors.pdf

(D) Declaration from Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company during the year under review.

In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required for conducting the affairs of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the Directors have 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 have 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 have prepared the annual accounts on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

11. TRANSFER OF UNCLAIMED SHARES AND DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, all unpaid or unclaimed dividends for a period of seven years are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government Company transferred an aggregate amount of Rs.60.78 lakhs during the year under review to the Investor Education and Protection Fund Account. The aggregate amount transferred to the fund since January 2002 is Rs.490.86 lakhs.

Further Section 124(6) of the Companies Act, 2013 requires that all shares in respect of which unpaid or unclaimed dividend has been transferred to IEPF, shall also be transferred to IEPF. The Rules notified by Ministry of Corporate Affairs, inter alia other matters, contain provisions for transfer of all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, in the name of IEPF.

In view of above provisions, Company transferred 85010 equity shares belonging to 499 shareholders between 05.01.2021 to 07.01.2021 to the Investor Education and Protection Fund Account.

The unclaimed dividends on equity shares paid in September, 2014 will be due for transfer to the Fund in September, 2021. Investors who have not yet claimed these dividends are requested to contact either the Companys Secretarial Department or the RTA of the Company for support required, if any.

The Company will upload full details of such shareholders and shares due for transfer to IEPF Account on its website at www.supremepetrochem.com/investorrelations. Members are requested to complete formalities for claiming unpaid dividend if any to avoid transfer of the shares to IEPF. Please refer to the section Shareholders Assistance in the Corporate Governance Report for further details.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, CAPITAL INVESTMENT, FOREIGN EXCHANGE EARNING AND OUTGO

Information(s) required pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with rule 8 of the Companies (Accounts) Rules, 2014, are stated as hereunder

A CONSERVATION OF ENERGY -

Energy conservation programme at both the plant locations of the Company resulted in savings of energy to the extent of 915101 KWH (comprising of 727738 KWH at Amdoshi Plant, Maharashtra and 187363 KWH at Manali Plant, Tamilnadu). Company did not make any significant capital investment on energy conservation equipments during the year under review. The energy conservation programmes mainly comprised of following:

Amdoshi Plant, Maharashtra

• Replacement of HPSV and HPMV Fittings with LED Fittings

• Replacement of existing induction motors with energy efficient induction motors

• Provision of VFDs

• Replacement of existing refrigeration system with new energy efficient system

• Replacement of existing Air Compressor with new energy efficient Air Compressor.

Manali Plant, Chennai

• Optimization of equipment utilization in Plant

• Provision of VFDs

• Use of LED Light Fittings

B TECHNOLOGY ABSORPTION

There are neither any existing technology supply agreements nor Company has entered into any new technology agreement during the year under review. All previously supplied technologies have been successfully absorbed and implemented.

C FOREIGN EXCHANGE EARNINGS AND OUTGO (ON ACTUAL BASIS)-

(Rs. in lakhs)
Foreign exchange earnings and outgo (Actuals) F.Y. 2020- 2021
a. Inflow in Foreign Currency 22810.21
b. Outflow in Foreign Currency 196062.48

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

With respect to disclosures pertaining to remuneration of employees and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report; however having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information(s) is being sent to the members of the Company.

The said information is however, available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

The Annual Report is being sent electronically to all those members who have registered their email addresses with the Company or its Registrar and Transfer Agent or with their depositories and is also available on the Companys website www.supremepetrochem.com.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year:

a. The ratio of the remuneration of each director t o the median remuneration of the employees of the Company for the financial year:

Not applicable as there was no Whole Time Director (WTD) in the Company for the entire F.Y 2020-21 since Shri K.V. Mujumdar was appointed as Director (Operations) w.e.f. 19-09-2020 being for part of the year.

b. The percentage increase in remuneration of Manager, CFO, Director (Operations) and Company Secretary

Designation % increase in the remuneration during F.Y. 2020-21
Manager 7.5
Chief Financial Officer (CFO) 7.5
Director (Operations) Not Applicable as appointment of WTD was made w.e.f. 19-09-2020 (viz. part of the year)
Company Secretary 9.25

c. The percentage increase in the median remuneration of employees in the F.Y. 2020-21: 7.54%

d. The number of permanent employees on the rolls of Company as on 31.03.2021: 361

e. The average percentage increase in the salaries of employees other than the Manager was 10.50% as compared to an increase of 7.5% in the Managers remuneration.

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

14. AUDITORS AND THEIR AUDIT REPORTS

Statutory Auditors

M/s. G M Kapadia & Co. is the Statutory Auditors of the Company and their Audit Report forms integral part of the Annual Report. The members in the Annual General Meeting held on July 18, 2018 appointed M/s. G M Kapadia & Co., Chartered Accountants (FRN104767W) as Statutory Auditors of the Company to hold office from conclusion of 29th Annual General Meeting of the Company to the conclusion of its 34th Annual General Meeting to be held in calendar year 2023.

The requirement of ratification of appointment of Statutory Auditors every year by the members of Company have been withdrawn w.e.f. May 7, 2018 vide Companies (Amendment) Act, 2017.

During the year under review, the Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and no fraud was noticed by the Auditors of the Company during F.Y 2020-21 which is reportable under Section 143(12) of the Companies Act, 2013.

Cost Auditors

M/s. Kishore Bhatia & Associates has been appointed by the Board as Cost Auditors of the Company to conduct audit of its cost accounting records for the financial year 2021-22.

In accordance with the requirement of the Central Government and pursuant to the provisions of Section 148 of the Act, the Company has maintained the cost records for F.Y. 2020-21 as applicable. The Company also carries out an annual audit of its cost accounting records through Cost Auditors.

The remuneration payable to the Cost Auditors is required to be placed before the members in General Meeting for their ratification. Accordingly, a resolution for the remuneration of said cost auditor is included in the AGM notice of the Company vide item no. 8 annexed to the Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules thereto, M/s. Parikh & Associates, Practicing Company Secretaries, has been appointed by the Board as Secretarial Auditors of the Company to conduct its secretarial audit for the Financial Year 2021-22.

The Secretarial Audit Report for the financial year ended March 31,2021 in form No. MR-3 is annexed to this Board Report vide Annexure-2 forming integral part thereof. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of secretarial standards issued by the Institute of Company Secretaries of India as applicable to the Company and that such systems are adequate and operating effectively.

GST Auditors

Pursuant to the provisions of Section 35(5) Central Goods and Services Tax Act, 2017 and Rule 80(3) of the GSCT Rules, 2017, following GST Auditors have been appointed for financial year 2021-22.

SL. No. Name of GST Auditor(s) State
1. Shri G. Thangraj Tamilnadu
2. Shri R. J. Mehta Gujarat
3. Shri Punit Gupta Maharashtra & Others

15. RELATED PARTY TRANSACTIONS

Transactions with related parties during the year under review were in compliance with the provisions of Regulation 23(1) of SEBI (LODR) Regulations, 2015 and Section 188 of Companies Act, 2013. These transactions were in the ordinary course of business and on an arms length basis. During the year under review, Company did not enter into any contract or arrangement which could be considered material as per the policy of Company on materiality of related party transactions.

The said Policy on materiality of related party transactions, as approved by the Board, is available on the Companys website at the link: http://supremepetrochem.com/pdf/ Policy%20On%20dealing%20with%20related%20 party%20transactions.pdf. Information with respect to related party transactions taken place during financial year 2020-21 is annexed to the Board Report in form AOC-2, vide Annexure 3, forming its integral part.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) in terms of Section 135 of Companies Act, 2013 and Schedule VII thereto. An annual action plan as per Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 notified vide MCA Circular dated January 22, 2021 has also been recommended by the CSR Committee to the Board. The CSR Policy has been approved by the Board and the same is available on the Companys website at the link: http://supremepetrochem.com/pdf/Corporate-Social- Responsibility.pdf

The Company, during the financial year 2020-21, has spent an amount of Rs.351.82 Lakhs for CSR as against the total allocated amount for CSR Activities of Rs.336.88 Lakhs (comprised of Rs.248.08 Lakhs allocated for the F.Y 2020-21 and Rs.88.80 Lakhs unspent CSR amount carried forward from F.Y. 2019-20) leading to additional CSR spends of Rs.14.94 Lakhs, to be set off during F.Y 2021-22.

The prescribed amount to be spent by Company for CSR activities during Financial Year 2021-22, as per Section 135 of Companies Act, 2013, amounts to around Rs.555.21 Lakhs.

The details of CSR activities undertaken by the Company during the year under review is annexed to the Annual Report vide Annexure 4 forming its integral part.

17. RISK MANAGEMENT

Business Risk Evaluation and Management is an ongoing process within the Company. In consideration of the provisions of Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has a robust risk management framework to identify, monitor and minimize its risk. As a process, the risks associated with the business are prioritised based on Severity, Likelihood and Effectiveness of current detection.

Risk Management approach is comprised of three components:

1) Risk Governance

2) Risk Identification

3) Risk Assessment and Control

Each risk factor is monitored periodically by the Management and any event arising from these which are likely to impact operations significantly are reported to the Board.

In accordance with the provisions of Regulation 21 of SEBI (LODR) Regulations, 2015, the Company has constituted a Risk Management Committee on July 18, 2018 to look into and deal with the risk-matters of the Company and take suitable remedial steps, wherever required. During the year under review, management has not come across any element of risk which can threaten its existence.

18. INTERNAL FINANCIAL CONTROLS

Company has in place adequate internal financial control system commensurate with its size, scale and the nature of business, which ensures that transactions are recorded, authorised and reported correctly apart from safeguarding its assets against significant misuse or loss. Company also has adequate internal financial controls with reference to financial statements. The Companys internal auditors carry out regular checks on the adequacy of the internal financial controls. Company has specific internal auditors for functions such as GST, financial controls and systems. The Internal Audit system is reviewed from time to time to ensure its adequacy and compliances in conformity with the laid down policies of the Company and its operating system.

The Internal Audit Reports are submitted periodically to the Audit Committee. The Audit Committee reviews these reports with the executive management and requisite corrective actions are taken by the process owners in their respective areas and thereby strengthen the controls.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Company has formulated a Whistle Blower Policy and has also established an effective vigil / whistle blower mechanism for its Stakeholders including its Employees & Directors and provides them a channel to report to the Management their concerns about unethical behavior, actual or suspected fraud, mismanagement or violation of code of conduct or policy of the Company, if any.

The mechanism provides for adequate safeguards against victimization of the whistle blower and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

20. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

Company has a documented policy for prevention, prohibition and redressal of sexual harassment of women at workplace, under the guiding principle that No woman shall be subjected to sexual harassment at work place(s) in the Companys location(s).

Company has constituted an Internal Complaints Committee (ICC) comprised of internal and external members, to hear, inquire and suitably address the matter of complaints of sexual harassment, if any, and to recommend punitive / corrective action to the Management. Easy access has been provided to the ICC for women employees.

Disclosures pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and SEBI - Listing Regulations are as under:

(1) No of complaints filed during the financial year NIL
(2) No of complaints disposed off during the financial year NIL
(3) No of complaints pending as on the end of financial year NIL

21. MEETINGS OF THE BOARD OF DIRECTORS

Six meetings of the Board of Directors were held during the year under review. The details are provided in the Corporate Governance Report annexed separately to the Annual Report forming its integral part.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The Company had not given any loans or guarantees or made investments pursuant to the provisions of Section 186 of the Companies Act, 2013 during the financial year 2020-21.

23. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2021 is uploaded on the websiteof the Company www.supremepetrochem. com/investor relations/MGT-7.

24. DETAILS OF SUBSIDIARIES / JOINT VENTURES/ ASSOCIATES ENTITY

The Company does not have any subsidiaries / j oint ventures / associates entity.

25. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Company has in place a Code of Conduct for prohibition of Insider Trading, which specifies the process of trading in the securities of the Company by the persons having direct or indirect access to the Unpublished Price Sensitive Information(s) of the Company including the designated employees/connected persons. The said code is aimed to regulate, monitor and report the trading in the securities of the Company by the Insiders, on basis of UPSIs of the Company.

The said Code of Conduct is available at the website of the Company www.supremepetrochem.com.

26. CREDIT RATING

During the year under review, the Company has not issued any debt instrument or fixed deposit receipts etc. in India or abroad.

CRISIL Ratings Ltd has assigned long term rating at CRISIL AA-/Stable and short term rating at CRISIL A1 + for Companys fund and non fund based working capital facilities from Banks.

India Ratings and Research (IND-Ra) upgraded Companys long term rating to IND AA- from IND A+ with stable outlook and confirmed short term rating at IND A1 + for Companys fund and non fund based working capital facilities from Banks.

27. MATERIAL CHANGES AND COMMITMENTS AFTER THE FINANCIAL YEAR

No material changes and commitments have occurred after the closure of the financial year ended 31st March, 2021 till the date of this Report, which would affect the financial position of the Company significantly.

Business operations of the Company may be affected to certain extent due to partial lockdown enforced by some State Governments in India since April-2021 and risks associated with the COVID-19 virus (second wave), declared as "Pandemic" by WHO.

28. GENERAL DISCLOSURES

(A) No disclosure or reporting is required of the following items as there were no transactions with respect to following activities / matters during the year under review.

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iii. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

iv. No significant or material orders were passed by the Regulators or Courts or Tribunals against the Company or its Directors which may impact the going concern status of the Company or its operations in future or the Directors of the Company in any manner.

v. There is no change in the nature of business of the Company.

(B) Other Disclosures:

The details of Directorship, meetings held and committee membership of the Directors of the Company are stated in the Corporate Governance Report annexed separately to the Annual Report forming its integral part.

ACKNOWLEDGEMENT

Directors record their deep appreciation for the unflinching support and co-operation provided by the stakeholders of the Company including its Shareholders, Bankers, Customers, Suppliers, Business Associates etc. and last but not the least by the employees of the Company for their constant, dedicated and profound services to the Company in its overall affairs.

For and on behalf of the Board
M. P. Taparia
Chairperson
Place: Mumbai
Date: April 30, 2021