symphony ltd share price Directors report


Your directors are pleased to present the Companys 34th Annual Report on business and operations, together with the audited financial statements for the year ended March 31, 2021.

HIGHLIGHTS OF RESULTS AND STATE OF COMPANYS AFFAIRS

(Rs in Crores)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from Operations & Other Income 523.59 763.05 931.24 1157.36
Profit before Financial Charges Depreciation & Taxation 152.37 246.46 163.27 262.30
Less: Financial Charges 0.08 0.25 10.71 10.68
Less: Depreciation & Amortisation Expenses 5.16 5.94 21.42 21.15
Profit Before Tax 147.13 240.27 131.14 230.47
Less: Income Tax 34.85 56.23 35.67 56.23
Less: Provision for tax of earlier years (0.90) - (0.90) -
Less: Deferred Tax Liability 0.83 (1.87) (11.01) (7.53)
Profit After Tax 112.35 185.91 107.38 181.77
Less: Non-controlling Interest - - 0.04 0.32
Profit After Tax attributable to the shareholders 112.35 185.91 107.34 181.45
Other comprehensive income 0.38 (0.25) 0.31 (0.75)
Total comprehensive income for the year 112.73 185.66 107.65 180.70
Add: Balance as per last year Balance Sheet 591.31 612.27 588.66 614.58
Amount available for Appropriation 704.04 797.93 696.31 795.28
Less: Dividend and Dividend Distribution Tax 7.00 206.62 7.00 206.62
Surplus in statement of Profit and loss 697.04 591.31 689.31 588.66

Key Financials as on March 31, 2021

Your Company, along-with its subsidiaries, has a global presence. The Company has prepared consolidated accounts of the holding company and all its subsidiaries, in accordance with the Ind AS that are applicable. The consolidated revenue from operations along with other income stood at Rs 931.24 Crores (PY Rs 1157.36 Crores). The profit after tax was Rs 107.38 Crores (PY Rs 181.77 Crores).

The Standalone revenue from operations alongwith other income stood at Rs 523.59 Crores (PY Rs 763.05 crores). The profit after tax was Rs 112.35 Crores (PY Rs 185.91 crores).

The highlights of the key financials are as under:

( Rs In crores except per share data)

Particulars Standalone Consolidated
Equity Share Capital 13.99 13.99
Net Worth 760.57 763.92
Book Value Per Equity Share 108.72 109.20
Earnings Per Share (EPS) 16.06 15.35
Investments 578.83 484.42

CONTRIBUTION TO EXCHEQUER

Your Company has contributed a sum of Rs 71.24 crores to the exchequer during the financial year 2020-21 by way of duties and taxes on a standalone basis.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for FY 2020-21 in the profit and loss account.

DIVIDEND

During the year under review, the Board of Directors declared an interim dividend of Rs 1.00/- (50%) per equity share in their meeting held on January 22, 2021.

The Board has recommended a final dividend of Rs 4.00/- (200%) per equity share having face value of Rs 2/- each subject to approval of members at their ensuing annual general meeting for the financial year ended on March 31, 2021.

The aggregate dividend for the financial year ended on March 31, 2021, on approval of the proposed final dividend at ensuing annual general meeting would be Rs 5.00/- (250%) [including interim dividend of Rs 1.00/- (50%)] per share amounting to Rs 34.98 Crores.

Shareholders Reward Policy

Symphony believes in maintaining a fair balance over a long-term period between pay out / reward to the shareholders and cash retention. The Company has been conscious of the need to maintain consistency in pay-out / reward to the shareholders. The quantum and manner of pay out / reward to shareholders of the Company shall be recommended by the Board of Directors of the Company.

Shareholders Reward policy (including Dividend Distribution Policy) can be accessed at https://www. symphonylimited.com/corporate-governance.

MATERIAL CHANGES AND COMMITMENT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

PERFORMANCE REVIEW – INDIA OPERATIONS

The COVID - 19 pandemic and subsequent lockdown impacted the summer season in an unprecedented way. However, Symphony was quick to respond with various innovative moves to counter the roadblocks. The timely response was empathetic in nature and was intended to help the channel partners during these trying times.

Initiative during lockdown

Your Company has implemented ‘Book a Cooler Campaign, a system that connects customers with dealers, who can supply the coolers when the situation improves. This involved a massive lead generation campaign through digital media which was appreciated by the trade as it helped them to liquidate their stocks.

Trade channel and network

Consequent on the lockdown following COVID - 19, our sales channels were left with unsold inventory. The Company supported its channel partners (who were left with unsold inventory) providing stock compensation schemes and attractive off-season schemes to maximize their profits. The Company also floated attractive secondary schemes that helped distributors sell larger quantities to the retailers. There was no major price increase despite the pressure on the input costs. In addition, the Company implemented various initiatives like exchange offers and consumer offers in selected locations to help channel partners sell their inventory. These initiatives helped boost the confidence of our channel partners immensely.

To fulfil the huge latent demand for quality air coolers from the rural market, Symphony launched a special range of economy coolers on 15th August, 2020. A network of wholesale distributors and direct dealers is being created in rural and semi-urban towns across India.

Industrial Coolers

Symphony launched specially designed accessories like duct, stand, controller, etc. for the range of industrial coolers for providing end-to-end solutions to our customers. This proactive move has made Symphony a one stop shop for industrial cooler customers. The Company did a virtual launch event for Industrial Cooler Accessories where channel partners from all over India joined. Like our latest Industrial Cooler models, the accessories are also being made in India. This makes us more competitive because of the lower cost and reduced lead time compared to the option of importing such coolers from our subsidiary companies in China and Mexico. This is also in line with the Make in India initiative launched by Government of India.

The Company has commissioned a lead generation campaign to generate business leads and to increase awareness about Industrial Cooling backed by a solid lead management software.

Brand Building

The Company continued its advertisements even during the lockdown period to protect its share of mind and market share. This also boosted the confidence of our channel partners.

In order to maintain brand dominance and increase customer pull, Symphony launched two new campaigns, one for Household Coolers and another for the Movicool Range of Commercial Coolers. Symphony adopted a 360-degree approach by executing the campaigns through various ATL media like TV, Print, Radio, Internet, etc. and BTL initiatives like In-Shop Branding, Brand Promoters, Activations, etc.

International Business

During the year, there was a decline in sales compared to previous year due to the prevalence of COVID - 19 pandemic. This led to large unsold inventory in most countries as there were no sales during summer months because of local lockdowns. The maximum impact of the decline was observed in the first three quarters. Recovery started from the fourth quarter. Sales in the regions of Middle East, Africa and Europe were more or less at the previous years levels. The Company continues to have several international quality certifications like CE, SASO, NOM etc., which provide access to market in several countries.

Service

After Sales services of all companies were affected as the service staff could not travel and technicians were not available. Symphony solved this issue in a very innovative manner by guiding the customers using videos shared via WhatsApp or telephonically and helped them resolve minor issues.

Many initiatives were taken to motivate the service team and the service associates during the year. Your Company has conducted intensive training to all the technicians, launched special incentive programs in some selected cities to reach the next level of service delivery and nurtured the service associates to also sell Symphony coolers under exchange program to existing customers who were looking for an upgrade.

SEZ UNIT

During the year under review, your Company has discontinued the operations in its SEZ unit in Kandla and started merchant export to cater to the needs of international business resulting in rationalising operations and saving in overheads without affecting overseas business.

PERFORMANCE REVIEW - OVERSEAS OPERATIONS

(i) Climate Technologies Pty Limited, Australia (CT):

There has been a significant impact of COVID - 19 on the business (mainly on the profitability). Lockdown periods have impacted sale and installation of ductable products (coolers and heaters) which forms a large part of CTs domestic sales.

However, despite COVID-19 the consolidated gross revenues were higher than last year.

The main factors for revenue improvement were:

(a) strong growth in ducted gas heater sales in Australia, (b) introduction of portable air coolers manufactured by Symphony India in the US market and (c) the expansion of the Symphony India portable coolers range in Australia.

COVID-19 significantly impacted COGS and Contribution Margins with increase in the cost of raw materials, labour cost and freights. In several cases, there were supplier delays and we had to manage by either (a) spending air freights instead of ocean shipment, or (b) resort to alternate sourcing from more expensive sources.

With a view to improve EBITDA growth in FY22, key project initiatives have been planned including: (a) outsourcing of the fabrication requirement of the high volume ducted gas heater range to India; (b) expanding Climate Technologies presence in the Australian refrigerated air conditioning market, leveraging the Bonaire brand name, (c) expanding the Symphony India air cooler product offering in the USA, (d) introducing a new range of small commercial air coolers in the Australian market, (e) increasing the sales of portable spot coolers and other retail cooling products in Australia and (f) outsourcing ducted evaporative air cooler kits supply to India.

The organization structure of the business has been simplified resulting in reduction of fixed overheads and cost of doing business without compromising sales growth. Several projects have been initiated with a view to outsource a large part of the manufacturing, thereby converting several fixed costs to variable costs.

(ii) IMPCO S. de. R. L. de. C. V. (IMPCO), Mexico

COVID - 19 has significantly affected IMPCO business (mainly Q1) because of lockdowns during summer, which is a peak sales season, and economic turmoil in Mexico (as also in Latin American countries).

To protect margins against falling revenues, rising RM prices, rising ocean freights and significant currency rate fluctuations, we took several important steps. Some of the main initiatives were: (a) downsised the organization and made it leaner, (b) cut down on marketing, travel and other less-essential expenses, and (c) implemented a 10% price increase on imported products. All these steps led to increased gross profit margins and contribution margin percentage.

Online sales increased by 70%, sales and contribution values for heater segment doubled, and this, coupled with revised strategies, we could manage to bring the revenues up to 85% those of the previous year.

Due to unexpected bankruptcy of FAMSA, a major appliances and furniture retailer in Mexico and also one of IMPCOs top customers, we had to write-off a debt of $21.9 mn. MXP (INR 7.16 Crores). This has severely affected the profitability for the year.

We experienced a business revival in Q4 and we are hopeful of much better performance for the next financial year, where we have also planned expansion within Mexico (geographical expansion as well as product category expansion).

(iii) Guangdong Symphony Keruilai Air coolers Co. Ltd, (GSK), China

China was the first country to get severely affected by COVID - 19. The business disruptions happened owing to a variety of reasons: (a) strict lockdowns within China in the initial periods, (b) reduction in consumer spend in initial part of the year (that affected hot peak season for us) except for essentials, (c) significant reductions in China exports due to lockdowns in several importing countries.

The year ended with worst-ever performance for GSK post its acquisition by Symphony Limited in 2016. Despite all the challenges and an evident downturn trend, we decided to go head-on. GSK was in the first batch of enterprises to resume work after COVID - 19, in Q1.

GSK signed a cooperation agreement on 1000 units of flagship model of its industrial coolers for Jd.com warehouse all over China. GSK invested in a new industrial cooler model KM35 and a new portable spot cooler model "Crown" to fill gaps in its offering.

GSK managed entry to GOME, a big appliances retailer in China. As a result, our products are now already present in some key cities and key stores. GSK opened stores on online platforms such as Pinduoduo, Taobao, Youzan and Alibaba.

We believe that this will give us a considerable advantage. GSK also made arrangements to sell live on YiHe TV shopping platform.

GSK participated in the 127th online Canton Fair by investing into VR content making. In June 2020, Keruilai promoted on Tiktok which is the most famous App in China.

Towards Q4, there was an evidence that the economy of China was springing back to normal. As a result, GSK domestic revenues are higher than those of Q4 of the previous years, although the international business is yet to get a revival.

(iv) Symphony Climatizadores Ltda, (SCL) Brazil

Brazil is an important market for Air coolers. It is also a country with high import duties and taxes.

Prices of all the products tend to be high due to this. In order to be competitive and to tap this air cooler market, SCL has been established. SCL imports range of Industrial and portable coolers from Symphony India and from GSK China and distributes in the local market. Offering high quality products at competitive prices has been the strategy of SCL.

AWARDS AND ACCOLADES

Mr. Nrupesh Shah, Executive Director of the Company has been conferred with "The Gem of a CA profession" award by the Institute of Chartered Accountants of India (ICAI), Ahmedabad Branch. Received award for Indias Most Trusted Air Coolers Brand – 2020 from Trust Research Advisory (TRA). Received award for Best Brand from Gujarat Brand Leadership Awards 2020 by World Marketing Congress.

ISO 9001: 2015 certification for quality management and systems for its design, sales, marketing and after sales services of air coolers, certified by BVC.

Information Security Management System certification ISO - 27001 by Bureau Veritas Certification Holding SAS UK.

Our plant is compliant with QSA (Quality System Assessment), RESA (Retail Ethical Sourcing Assessment) and CTPAT (Customs-Trade Partnership Against Terrorism) to cater to the needs of US Market. Few products are ETL / CE / CEC /FCC certified.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report for the financial year ended on March 31, 2021, is forming part of this annual report.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, Corporate Governance Report for the financial year ended on March 31, 2021, is annexed to this annual report.

The requisite certificate obtained from the Practising Company Secretaries confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

SUBSIDIARIES

Your Company has six overseas subsidiary companies, (i) IMPCO S. de R. L. de C.V., (IMPCO), Mxico, (ii) Guangdong Symphony Keruilai Air Coolers Co. Ltd., China, (iii) Symphony AU Pty Limited, Australia, (iv) Climate Technologies Pty Limited, Australia, (v) Bonaire USA LLC, U.S.A. and (vi) Symphony Climatizadores Ltda. Brazil.

As per the requirements of Regulation 24 of the SEBI Listing Regulations, the Company has appointed Mr. Naishadh Parikh, Independent Director of the Company on the board of its subsidiary companies viz. (i) Climate Technologies Pty Limited, Australia and (ii) Symphony AU Pty Limited, Australia, w.e.f. April 1, 2019.

In accordance with Section 129 (3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary companies, which forms part of the Annual Report. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Companys subsidiaries in Form No. AOC-1 is annexed to the financial statements of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and public holidays upto the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statement, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company www.symphonylimited.com.

AUDITORS

M/s. Deloitte Haskins and Sells, Chartered Accountants (Firm Registration No. 117365W) was appointed as Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 33rd AGM of the Company held on September 22, 2020, till the conclusion of the 38th AGM to be held in 2025. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company for financial year 2021-22.

The Auditors report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/ comments.

COST AUDITORS

During the year under review, the Company was not required to appoint cost auditors.

Cost records: The cost accounts and records as required to be maintained under section 148(i) of the Companies Act, 2013 are duly prepared and maintained by the Company.

CORPORATE SOCIAL RESPONSIBILITY

As required under Section 135 of the Companies Act, 2013 and the rules made thereunder, the annual report on Corporate Social Responsibility containing details about the composition of the Committee, CSR activities, amount spent during the year and other details is enclosed as Annexure - 1. The Corporate Social Responsibility Policy is displayed on the website of the Company.

SECRETARIAL AUDIT REPORT

As required under the provisions of section 204 of the Companies Act, 2013, the Board of Directors of your Company had appointed M/s. SPANJ & Associates, Practicing Company Secretaries, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended on March 31, 2021, is annexed to Boards Report as Annexure - 2.

The Secretarial Auditors report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/comments.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Jonaki Bakeri, Non - Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

Mr. Nrupesh Shah was re-appointed as an Executive Director for a period of five years effective November 1, 2016, pursuant to which his present term will be expiring on October 31, 2021. The Board of Directors at its meeting held on April 27, 2021 has re-appointed Mr. Nrupesh Shah as Whole Time Director designated as an Executive Director for a period of five years from November 1, 2021 subject to approval of members.

The Board has, at its meeting held on June 19, 2021, approved the appointment of Mr. Amit Kumar as an Additional Director designated as Executive Director and Group CEO of the Company with effect from August 2, 2021 for a period of five years. A resolution seeking shareholders approval for approving his appointment and terms of appointment including remuneration, forms part of the Notice of the ensuing Annual General Meeting.

Brief profiles of Ms. Jonaki Bakeri, Mr. Nrupesh Shah and Mr. Amit Kumar as required under Regulation 36 (3) of the Listing Regulations and Secretarial Standards - 1, are annexed to the notice convening the 34th Annual General Meeting, which forms part of this Annual Report. Your directors recommend their appointment.

ANNUAL RETURN

In accordance with Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https:// www.symphonylimited.com/annual-reports-related-documents

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2021, the applicable Indian accounting standards have been followed and there are no material departures from the same;

(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 of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 read with Rules made thereunder for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

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

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

MEETINGS OF THE BOARD

Four meetings of the Board of Directors of the Company were held during the year under review. The details of composition, meetings, attendance and other details of the Board are reported under Corporate Governance Report which is annexed to Boards Report.

Your Company has complied with the Secretarial Standards as applicable to the Company pursuant to the provisions of the Companies Act, 2013.

AUDIT COMMITTEE

The Committee comprises Mr. Naishadh Parikh, Chairman, Mr. Ashish Deshpande, Ms. Reena Bhagwati and Mr. Santosh Nema as members. In accordance with the provisions of section 177(8) of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the recommendations of the Audit Committee during the financial year 2020-21.

The details of composition, meetings, attendance and other details of the Audit Committee and other committees are reported under Corporate Governance Report which is annexed to Boards Report.

NOMINATION & REMUNERATION POLICY

The Company has framed Nomination & Remuneration Policy for appointment of directors, key managerial personnel and senior management personnel, their remuneration and evaluation of directors and Board. The said policy is forming part of Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITY OR INVESTMENTS

The liquidity position of your Company is fairly comfortable and therefore the surplus funds were invested to generate returns. The Company has given loan and provided guarantee and security to the subsidiary companies for general business purpose.

Details of loans, guarantees and investments under the provisions of Section 186 of the Act as on March 31, 2021, are set out in Note nos. 4, 9 and 35 to the Standalone Financial Statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and the same were placed before the Audit Committee and also to the Board for their approval. The Company has also obtained omnibus approval on a yearly basis for transactions which are of repetitive nature. All Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis. There are no materially significant related party transactions that may have potential conflict with interest of the Company. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 is not applicable to your Company. Members may refer to note no. 35 to the standalone financial statement which sets out related party disclosures pursuant to IND AS.

Transactions with person or entity belonging to the Promoter/ Promoter Group which holds 10% or more shareholding in the Company have been disclosed in the accompanying financial statements.

RISK MANAGEMENT

As per requirement of the Listing Regulations, Risk Management Committee has been constituted by the Company. The Risk Management Committee comprises of Mr. Naishadh Parikh, Chairman, Mr. Achal Bakeri and Mr. Nrupesh Shah as Members.

The Company is aware of the risks associated with its business. It regularly analyses and takes corrective actions for managing / mitigating the same. The Company periodically reviews its process for identifying, minimizing and mitigating risks. The Board of Directors of the Company have framed a risk management policy and same is being adhered to by the Company. There are no risks which, in the opinion of the Board, threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors has carried out annual performance evaluation of its own performance, its committees and all directors of the Company as per the guidance notes issued by SEBI in this regard. The Nomination and Remuneration Committee has also reviewed the performance of Board, Committee and all directors of the Company as required under the Companies Act, 2013 and the Listing Regulations. i. Criteria for evaluation of Board

Criteria for evaluation of Board broadly covers the competency, experience, qualification of the director, diversity of the board, meeting procedures, strategy, management relations, succession planning, functions, duties, conflict of interest, grievance redressal, corporate culture and values, governance and compliance, evaluation of risks etc.

ii. Criteria for evaluation of Committee

Criteria for evaluation of committee cover mandate and composition, effectiveness, structure and meetings, independence of the committee from Board and contribution to decisions of the Board.

iii. Criteria for evaluation of Directors

These broadly cover qualification, experience, knowledge and competency, ability to function as a team, initiative, attendance, commitment, contribution, integrity, independence, participation at meetings, knowledge & skill, personal attributes, leadership, impartiality etc. The Board of Directors expressed their satisfaction with the evaluation process.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors have submitted their declarations stating that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and Listing Regulations as amended from time to time.

VIGIL MECHANISM

The Company has established a vigil mechanism to provide adequate safeguards against victimization and to provide direct access to the Chairman of the Audit Committee in appropriate cases. This mechanism is available on the website of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

PARTICULARS OF EMPLOYEES

The statement of disclosure of 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 (the Rules) are set out as Annexure - 3 to the Boards Report.

The statement of disclosures and other information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Rules is forming part of this Report. However, as per second proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Rules, the Report and Financial Statement are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has laid down internal financial controls to ensure the systematic and efficient conduct of its business, including adherence to Companys policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The same is reviewed by the Statutory Auditor and Internal Auditor at regular intervals and also by the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE P ( REVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaints received, disposed of during the year under review and pending as at the end of the financial year.

DEPOSIT

The Company has not accepted any deposit during the year under review and no unclaimed deposits or interest was outstanding as on March 31, 2021.

INSURANCE

The insurable interests of the Company including building, plant & machinery, stocks, vehicles and other insurable interests are adequately covered.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given as Annexure - 4.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the financial year 2020-21, as stipulated under Regulation 34 of the Listing Regulations is annexed to this Report as Annexure - 5.

APPRECIATION

Your directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your directors also wish to place on record their deep sense of appreciation to the shareholders, OEMs, dealers, distributors, service franchises, CFA, consumers, banks and other financial institutions for their continued support.

For and on behalf of the Board

Achal Anil Bakeri
Place: Ahmedabad Chairman and Managing Director
Date: June 19, 2021 DIN - 00397573