supreme petrochem ltd Directors report

Members,

The Board of Directors of the Company are delighted to present the Thirty Third Annual Report of the Company along with its Audited Financial Statements for the Financial Year ended on March 31, 2022.

1. FINANCIAL HIGHLIGHTS

(Rs in lakhs)

	Year Ended 31.03.2022	Year Ended 31.03.2021
Revenue (net of GST)	506279.78	320645.12
Profit Before Tax (PBT)	88781.81	64378.36
Less - Tax Expenses	22455.32	16629.19
Profit After Tax (PAT)	66326.49	47749.17
Interim/Final Dividend on equity shares (including corporate dividend tax) paid during the year	15513.41	3760.82
Transfer to General Reserves	45000	30000.00
Retained Earnings	26502.42	20689.35

2. DIVIDEND

During the year under review, Directors of the Company on OctobeRs 20, 2021, declared an interim dividend of RS 4.00 (Rupees Four Only) per share for financial yeaRs 2021-2022 on its paid up Equity Share Capital, consisted of 94020671 equity shares of RS 10/- each leading to a total outflow of RS 3760.83 Lakhs.

Directors have further recommended a final dividend of RS 14/- (Rupees Fourteen only) per share for financial yeaRs 2021-2022 (350%) on its paid up Equity Share Capital consisting of 94020671 Equity Shares of RS 4/- each post reduction of share capital leading to an outflow of RS 13162.89 lakhs 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 5062.80 Crores (net of GST) for the year under review as compared to RS 3206.45 Crores (net of GST) in the previous year. Company during the year under review earned a net profit of RS 663.26 Crores against RS 477.49 Crores in the previous year. Healthy delta between price of raw material and Companys products prevalent globally aided by overall growth in Companys volumes by 16.7% helped improve Companys performance for the F.Y 2021-22. Improved demand from appliances sector with local manufacturers ramping up production and also from non OEM segments helped increase in the volumes. XPS board was in demand for packaging and transportation of Covid vaccine apart from improved usage in institutional construction.

4. REDUCTION OF SHARE CAPITAL

The Board of Directors of the Company in their meeting held on March 12, 2021, recommended the scheme for the reduction of 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. As per said scheme a sum of RS 6/- per share was to be returned to eligible shareholders by way of reduction of nominal and paid-up value of each equity share from RS 10/- to RS 4/- per share. The said scheme was approved by the shareholders vide special resolution dated 13-08-2021 and subsequently also approved by National Company Law Tribunal, Mumbai Bench, Mumbai ("NCLT") vide order dated 10-03-2022.

Post the reduction of paid-up equity share capital of Company as aforesaid, the authorised equity share capital of the Company will be RS 125 Crores divided into 31,25,00,000 equity shares of RS 4/- each. The issued, subscribed and paid up share capital of the Company therefore stands reduced to RS 37,60,82,684/- (Rupees Thirty Seven Crores Sixty Lakhs Eighty Two Thousand Six Hundred and Eighty Four Only ) divided into 9,40,20,671 (Nine Crores Forty Lakhs Twenty Thousand Six Hundred Seventy One Only) equity shares of RS 4/- each fully paid up as against earlier its Share Capital of RS 94,02,06,710 (Rupees Ninety Four Crores Two Lakhs Six Thousand Seven Hundred Ten Only) divided into 9,40,20,671 equity shares of RS 10/- each fully paid up. An amount of RS 6/- per equity share has been paid to the eligible equity shareholders of the Company as on the record date April 8, 2022 and the remaining 21,84,79,329 equity shares of RS 4/- (Rupee Four Only) each are unissued.

The paid up share capital of the Company, therefore stands reduced to RS 3760.83 Lakhs from earlier capital of RS 9402.01 Lakhs as on March 31,2022.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT

Management Discussion and Analysis Report (including the details w.r.t Technology Import, Capital Expenditure (CAPEX), expansion activities) & 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, Practicing Company Secretaries, pertaining to compliance of Corporate Governance conditions by Company, as applicable, and no debarment or disqualification of Directors of the Company, by SEBI/ MCA or any other statutory authority, from being appointed or continue as Director of the Company is annexed to Corporate Governance Report vide Annexure - A & B respectively.

6. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Business Responsibility and Sustainability Report for the year under review in terms of amended Regulation 34(2) (f) of SEBI (LODR) Regulations, 2015, though optional for F.Y 2021-22, is annexed separately forming integral part of the Annual Report.

7. 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 continue to be maintained by the Company as per the ISO 14001:2015 Standard and ISO 45001:2018 Standard, respectively.

Company continues to implement the HSE 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 is in "Excellent" Range.

The Company has completed 7837 accident-free days as on March 31,2022, which amounts to 20.50 million manhours of accident-free operations.

8. DIRECTORS AND WHOLE TIME MANAGERIAL PERSONNEL

(A) Change in Directors and Key Managerial Personnel:

(i) Appointment of Directors retiring by Rotation:

Shri M. P Taparia (DIN 00112461) and Shri S. J. Taparia (DIN 00112513), 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 Directors of the Company.

Except above 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 (KMPs) of the Company during the year under review.

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

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

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 Committee of the Board and found their performance to be highly commendable. 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 NonIndependent Directors viz. Shri M. P Taparia, Shri Rajan B Raheja, Shri B. L. Taparia, Shri S. J. Taparia, Shri K.V. Mujumdar and the Board as a whole and the Chairperson of the Company and were immensely satisfied with their efficient management of the overall affairs of the Company. They also appreciated the focused leadership and versatile functioning of the Board Chairperson Shri M. P Taparia in maintaining the values, ethos, principles and standards of Corporate Governance.

The Board expressed its contentment with the evaluation results reflecting the high level of engagement of the Board and its Committees in managing 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 (KMPs) / Sr. Management Personnel and other employees of the Company is annexed to the Board Report vide Annexure 1 forming integral part of the Board Report.

(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 accessed at www.supremepetrochem.com.

(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 meets 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.

9. 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, for the financial year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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) proper and sufficient care have been taken 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 annual accounts have been prepared on a going concern basis;

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

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

10. 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 38.73 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 529.59 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 89355 equity shares belonging to 569 shareholders between 10/01/2022 to 15/01/2022 to the Investor Education and Protection Fund Account including 100 equity Shares from the Unclaimed Suspense Account.

The unclaimed dividends on equity shares paid in SeptembeRs 2015 will be due for transfer to the IEPF in September, 2022. Investors who have not yet claimed these dividends are requested to contact the Company or the RTA of the Company for any support required, in this regard.

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 such shares to IEPF. Please refer to the section Shareholders Assistance in the Corporate Governance Report for further details.

11. 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 saving of energy to the extent of 371600 KWH (comprising of 253979 KWH at Amdoshi Plant, Maharashtra and 117621 KWH at Manali Plant, Tamilnadu).

The energy conservation programme mainly comprised of replacement of HPSV and HPMV Fittings with LED Fittings, replacement of existing induction motors with energy efficient induction motors, provision of VFDs and optimisation of equipment utilisation in plant.

B TECHNOLOGY ABSORBTION

As far as Technology absorption is concerned, all the previously supplied technologies have fully been absorbed and implemented.

C CAPITAL INVESTMENT

The details w.r.t. Capital Investment of the Company (viz. CAPEX) are stated in the Management Discussion and Analysis Report of the Company separately annexed to the Annual Report forming its integral part.

D FOREIGN EXCHANGE EARNINGS AND OUTGO (ON ACTUAL BASIS)

(Rs in lakhs)

Foreign exchange earnings and outgo (Actuals)	F.Y. 20212022
a. Inflow in Foreign Currency	44424.62
b. Outflow in Foreign Currency	353126.00

12. 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 and also having regard to the 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, however statement showing the names and other requisite particulars of such employees drawing remuneration in excess of the threshold limits set out in the aforesaid rules is available for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of AGM 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 of the Company is also available on its 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 Executive Director to the median remuneration of the employees of the Company for the financial yeaRs 2021-22:

Name of the Executive Director	Remuneration Ratio
Shri K.V. Mujumdar	13.86:1

b. The percentage increase in remuneration of Manager, CFO, Whole Time Director and Company Secretary in the F.Y 2021-22:

Designation	% Increase in the remuneration 2021-2022
Manager	10.86%
Chief Financial Officer (CFO)	10.75%
Whole Time Director	15.83%
Company Secretary	12.47%

c. The Key parameters for any variable component of remuneration availed by the Whole Time Director; it is dependent on Company and employees performance.

d. The percentage increase in the median remuneration of employees in the Financial YeaRs 2021-2022 - 10%

e. The number of permanent employees on the rolls of Company as on 31.03.2022 - 382

f. The average percentage increase in the salaries of employees other than the Managerial Personnel was 11% as compared to the average % increase of 13.35% in the Managerial personnel remuneration.

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

13. AUDITORS AND 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 yeaRs 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 Financial YeaRs 2021-2022 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 yeaRs 2022-2023.

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 Financial YeaRs 2021-2022 as applicable. Annual Audit of the cost accounting records of the Company is also carried out by the 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. 5 annexed to the Annual Report.

Secretarial Auditors

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.

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 YeaRs 20222023.

The Secretarial Audit Report for the Financial Year ended March 31,2022 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.

14. 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: www.supremepetrochem.com. Information with respect to Related Party Transactions taken place during financial yeaRs 2021-22 is annexed to the Board Report in form AOC-2, vide Annexure 3, forming its integral part.

15. 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. The CSR Policy as approved by the Board is available on the Companys website at the link: www.supremepetrochem. com.

The Company, during the financial yeaRs 2021-2022, has spent an amount of RS 565.55 Lakhs on various CSR activities as against the total required amount of RS 540.27 Lakhs post adjustment of the set off amount of RS 14.94 Lakhs excess CSR expenditure incurred in Financial YeaRs 2020- 2021. An unspent amount of RS 416.38 Lakhs in respect of two ongoing projects in Maharashtra State has been deposited in a separate bank account for spending on these projects in next 3 years. With this deposit, CSR spending exceeds the prescribed amount by RS 25.28 Lakhs and this amount is available for set off against CSR activities in F.Y 2022-23.

The prescribed amount to be spent by Company for CSR activities during Financial YeaRs 2022-2023, as per Section 135 of Companies Act, 2013, amounts to RS 1082.11 Lakhs.

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

16. RISK MANAGEMENT

Risk Evaluation of the business of the Company and the Management is a consistent process within the Company. In terms 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 Probability, Severity, Nature 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 risk-associated event arising from these factors which are likely to impact operations considerably are reported to the Board and Risk Management Committee.

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 effectively deal with the risk-matters and risk events, if any, of the Company and take appropriate remedial steps, wherever required. During the year under review, management has not come across any element of risk which can threaten its existence.

17. INTERNAL FINANCIAL CONTROLS

Company has adequate internal financial control system in place commensurating with its size, scale and the nature of business with an objective to ensure that transactions are recorded, authorised and reported correctly apart from protecting its assets against any major misuse or loss. Company has adequate internal financial control system with reference to its financial statements also. The Companys Internal Auditors carry out regular checks on the adequacy of the internal financial controls. Company has designated Internal Auditors for functions such as GST, financial controls and systems. The Internal Audit system is reviewed periodically to ensure its adequacy and compliances in conformity with the policies of the Company and its operating system.

The Internal Audit Reports are submitted periodically to the Audit Committee. The Audit Committee members review these reports and discuss with the executive management, wherever required and requisite corrective actions are taken up by the process owners in their respective areas and thereby strengthen the financial controls.

18. 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 behaviour, actual or suspected fraud, mismanagement or violation of code of conduct or policy of the Company, if any. The mechanism provides for adequate protection against victimization of the whistle blower and provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

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

Company has zero tolerance for sexual harassment at workplace and has adopted, in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 (POSH), 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 workplace(s) in the Companys location(s).

Company has re-constituted the Internal Complaints Committee (ICC) comprised of internal and external members, to hear, inquire, investigate 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 woman employees of the Company.

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:

No of complaints filed during the financial yeaRs 2021-22	NIL
No of complaints filed / disposed of during the financial yeaRs 2021-22	NIL
No of complaints pending as on the end of financial yeaRs 2021-22	NIL

20. MEETINGS OF THE BOARD OF DIRECTORS

Six meetings of the Board of Directors were held during the F.Y 2021-22. The details are provided in the Corporate Governance Report annexed separately to the Annual Report forming its integral part.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The Company had not given any loans or guarantees or made any direct investment in the securities of the Company, pursuant to the provisions of Section 186 of the Companies Act, 2013 during the Financial YeaRs 2021-2022.

22. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2022 is uploaded on the website of the Company www.supremepetrochem. com.

23. DETAILS OF SUBSIDIARIES / JOINT VENTURES/ ASSOCIATES ENTITY

The Company does not have any subsidiary/ joint venture / Associate entity.

24. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Company has in place a Code of Conduct for prohibition of Insider Trading, which stipulates 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 (UPSIs) 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 as per prevailing law and regulation(s).

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

25. 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) has assigned Companys long term rating at IND AA- with stable outlook and short term rating at IND A1+ for Companys fund and non fund based working capital facilities from Banks.

26. ACCREDITIONS

Company has following accreditations :

1. ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 from Bureau Veritas for its Management System, valid upto 09-04-2024.

2. Authorized Economic Operator (AEO) under T2 category by Directorate of International Customs, for its import and exports, valid upto 30-01-2025.

3. Recognized as Three Star Export House by Ministry of Commerce and Industry (DGFT), valid till 07-06-2026.

27. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT

No material changes and commitments have occurred after the closure of the financial year ended 31st March 2022 till the date of this Report, which would affect the financial position of the Company significantly.

The trading in equity shares of the Company bearing ISIN - INE663A01017 was suspended from trading on the portals of BSE and NSE w.e.f. April 8, 2022, due to its ongoing scheme/ process of reduction of equity share capital detailed vide Item No. 4 as stated hereinabove and listing of new shares. The process for listing of new shares with reduced nominal and paid-up value of RS 4/- per share with BSE Limited and The National Stock Exchange of India Limited is under process.

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. No change in the nature of business of the Company.

vi. No Fund based Borrowing (viz. term loan) availed/ utilised.

(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 gratitude for the unstinted & valuable support and co-operation provided by the stakeholders of the Company all across including its Shareholders, Bankers, Customers, Suppliers, Business Associates etc. and last but not the least by the employees of the Company for their relentless, devoted, outstanding services and contribution to the Company.

	For and on behalf of the Board
	Rajan B. Raheja
	Director
Place: Mumbai	S. J. Taparia
Date: April 27, 2022	Director