Valson Industries Ltd Directors Report.

TO THE MEMBERS OF VALSON INDUSTRIES LIMITED

The Directors take pleasure in presenting the Thirty Fifth Annual Report together with the Audited Financial Statements for the year ended 31st March, 2019. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

Key highlights of Financial Results for Valson Industries Limited for the financial year 2018-19 are tabulated below:

(Rs. in Lakhs)
Particulars Year ending 31.03.19 Year ending 31.03.18
Revenue from operations 10482.39 9828.27
Operating Profit(PBOIDT) before other income and Interest and Depreciation and Tax 584.55 635.99
Finance Cost 81.34 54.73
Depreciation 306.75 287.88
Operating Profit before other income and extra ordinary activity (i.e. profit on Sale of Fixed Assets) 196.47 293.38
Other Income 48.46 64.19
Profit before Tax 244.92 357.57
Taxation 25.69 120.46
Profit after Tax 219.23 237.11
Other Comprehensive Income (Net) 1.92 0.54
Total Comprehensive Income 221.16 237.65
Balance of Profit brought forward 1780.81 1650.36
Amount available for appropriations 2001.97 1888.01
Appropriations:
Transfer to General Reserve 10.00 15.00
Dividend on Equity Shares 76.61 76.60
Dividend Tax on Equity Shares 15.75 15.60
Balance carried forward to Balance Sheet 1899.61 1780.81
Total 2001.97 1888.01
EPS (Basic & Diluted) 2.89 3.10

2. TRANSFER TO RESERVES

Your Company proposes to transfer an amount of Rs. 10 Lakhs to the General Reserves.

3. DIVIDEND

The Board of Directors of your Company has recommended a dividend of Re. 1/- per equity share in financial year 2018-19 for approval by shareholders at the 35th Annual General Meeting, which if approved would result in a total liability arising to your Company of Rs. 92.29 Lakhs (including Dividend Distribution Tax of Rs. 15.60 Lakhs).

During the previous year (31st March, 2018) your Company had declared a final dividend of Re. 1/- per equity share of Rs. 10/- each amounting to Rs. 92.29 Lakhs including Dividend Distribution Tax of Rs. 15.75 Lakhs.

4. BUSINESS OPERATIONS & HIGHLIGHTS OF PERFORMANCE

Your Company is a leading manufacturer of polyester texturised dyed yarn and processor of cotton and other fancy yarns with customers having diverse uses. Quality Products and Services has been the top most priority and after continuous research and efforts, your Company has ventured into the dyeing of various qualities of yarns. Your Company today has wide range of polyester dyed yarn with a strong market acceptance and niche position for exclusive shades and grades.

The management has decided to improve the quality and give the reproducibility of dyeing production during the year the Company has gone for automisation and modernisation in dyeing system (Colour matching kitchen). Company has already installed the colour matching kitchen in the LAB dept. now the company is matching and creates new shades from the automation machine of M/s. Technorama which has been successfully installed. On the basis of the same the company had already order the automisation system for all dyeing machines which will come in month of May and for the same the company has installed automisation system in existing dyeing machines which will link to the main automatic colour matching system. The said automisation and modernization of dyeing machines along with the necessary accessories (i.e. Automisation CAPEX) is of Rs. 399.00 Lakhs which has been partly financed way of term loan from by Kotak Mahindra Bank (i.e. Rs. 275.00 Lakhs).

During the year 2018-2019 the company has incurred the CAPEX of Rs. 203.15 Lakhs against the said automisation and modernization project; the details are as under:

Assets Cost (Rs in Lakhs)
Indigenous Plant & Machinery 149.70
Errection, Installation & Other Charges 20.57
Electrical Installation 3.56
Utilities & Ancillary Machinery 24.30
ERP Software 5.02
Total capital expenditure for the Vapi and Silli Unit 203.15

The company is confident that the said project will be completed till October 2019 and the results will start coming from 3rd quarter of 2019-20. The said expansion will support in the reduction of staff, admin and other fixed cost and the quality will be perfect and we can give the reproducibility in a better way to the customer, which result into increase in productivity and profitability.

There was no change in nature of business of your Company, during the year under review.

The said year was a very tough phase in textile industry and our company as well; please find below the highlights financial performances of your Company during the financial year 2018-2019:

1) There is increase of 6.66% in terms of Revenue from operations (Rs. 10482.39 Lakhs) compared to last year (Rs. 9892.46 Lakhs).

2) There is decline in growth of 7.7% in Texturising production (4347 MT) compared to last year (4711 MT).

3) There is decline in growth of 10.61% in Twisting production (2333 MT) compared to last year (2610 MT).

4) There is a marginal decline in growth of 3.9% in Sales (4896 MT) compared to last year (5096 MT).

5) During the year Company has availed term loan for need based expansions which resulted in increase in finance cost to Rs. 83.38 Lakhs from Rs. 54.73 Lakhs (i.e. increase of 52.34%).

6) Depreciation is Rs. 306.75 Lakhs and has increased in comparison to last year (Rs. 287.88 Lakhs).

7) The Operating Profit (PBOIDT) before other income and Interest and Depreciation and Tax decreased by 8.8% Rs. 584.56 Lakhs as compared to last year amount of (Rs. 635.99 Lakhs).

8) The Net after Tax decreased by 7.50% Rs. 221.16 Lakhs as compared to last year (Rs. 237.65 Lakhs).

5. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect your Companys financial position have occurred between the end of the financial year of your Company and date of this report.

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2019 is Rs. 766.08 Lakhs. During the year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There was no change in your Companys share capital during the year under review. The Promoter and Promoter Group are holding 51,39,517 shares equivalent to 67.09% of the total Issued and Paid-up Share Capital.

7. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

During the year 2018 – 19, unclaimed Dividend of Rs. 60,742/- was transferred to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. The said amount represent Dividend for the year 2010 – 11 which remain unclaimed for a period of 7 years from its due date of payment.

8. DIRECTORS

8.1 Retirement by Rotation

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Mr. Varun S. Mutreja, Director, retires by rotation at the forthcoming Annual General Meeting. Being eligible, he offers himself for re-appointment.

8.2 Re-Appointment of Director and Chief Executive Officer (CFO)

8.2.1. Your Company has at its Board Meeting held on 13th February, 2019 re-appointed Mr. Chandan Gupta and Mr. Surendrakumar Suri as Independent Directors for a second consecutive term of 5 years w.e.f. 01st April, 2019. The approval from Members has been proposed at Item No. 5 and 6 of the Notice of 35th Annual General Meeting.

8.2.2. Your Company has at its Board Meeting held on 30th May, 2019 re-appointed Mr. Suresh N. Mutreja as Chairman and Managing Director of your Company w.e.f. 01st July, 2019. The approval from Members has been proposed at Item No. 7 of the Notice of 35th Annual General Meeting.

8.2.3. Your Company has at its Board Meeting held on 30th May, 2019 re-appointed Mr. Varun S. Mutreja as Whole-Time Director designated as Chief Financial Officer (CFO) of your Company w.e.f. 14th November, 2019. The approval from Members has been proposed at Item No. 8 of the Notice of 35th Annual General Meeting.

8.3 Declaration by Independent Directors

Your Company has received declarations from the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed both, under Sub-Section 6 of Section 149 of the Companies Act, 2013 and under Regulation 17 of the SEBI (LODR) Regulations, 2015.

8.4 Familiarisation Program for Independent Directors

The Program intends to provide insights into your Company so that the Independent Directors can understand your Companys business in depth and the roles, rights, responsibility that they are expected to perform / enjoy in your Company to keep them updated on the operations and business of your Company thereby facilitating their active participation in managing the affairs of your Company. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, SEBI (LODR) Regulations, 2015 with regards to their roles, rights and responsibilities as Directors of your Company.

8.5 Annual Board Evaluation

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the Board Committees, in due compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The performance evaluation of the Independent Directors was carried by the entire Board and the performance evaluation of the Chairman and Non – Independent Directors was carried out by the Independent Directors.

The Board evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration Policy of your Company.

8.6 Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of your Company pursuant to Section 2(51) and Section 203 of the Act, read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 framed there under:

1. Mr. Suresh N. Mutreja, Chairman – Managing Director

2. Mrs. Asha S. Mutreja, Whole – Time Director

3. Mr. Varun S. Mutreja, Whole-Time Director – CFO

4. Mr. Kunal S. Mutreja, Director – CEO

None of the Key Managerial Personnel have resigned during the year under review.

8.7 Remuneration Policy

The Board has in accordance with the provisions of Sub-Section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The detail of the same has been disclosed in the Corporate Governance Report.

8.8 Board Meetings

A calendar of Board Meetings is prepared and circulated in advance to the Directors.

During the year your Company has held 6 (Six) Board Meetings which were held on 05th April, 2018; 21st May, 2018; 14th August, 2018; 25th October, 2018; 14th November, 2018 and 13th February, 2019. The maximum interval between any two meetings did not exceed 120 days.

9. PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure A" and form part of this Report.

10. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2019 and of the profit of your Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

11. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safe-guarded against significant misuse or loss.

An independent Internal Audit function is an important element of your Companys internal control system. The internal control system is supplemented through an extensive internal audit programme and periodic review by Management and Audit Committee.

Your Company has in place, adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Audit Committee reviewed the audit program and findings of the Internal Audit department and your Company when needed takes corrective actions.

12. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2018 19.

13. DEPOSITS

Your Company has not accepted deposits from the public. Your Company has accepted deposit from the members and directors falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The details relating to Deposits, covered under Chapter V of the Companies Act, 2013 are tabled below:

(Rs. In Lakhs)
Sr. No. Particulars Amount
1. Accepted during the year 10.00
2. Remained unpaid or unclaimed as at the end of the year 138.00
3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:- NIL
(i) at the beginning of the year
(ii) maximum during the year
(iii) at the end of the year
4. Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act. NIL

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. RELATED PARTY TRANSACTIONS

A Related Party Policy has been adopted by the Board of Directors at its meeting held on 14th August, 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at your Companys official website at the web link, http://valsonindia.com/investor-relations/. The Audit Committee reviews all related party transactions quarterly.

Further the members may note that your Company has not entered into the following kinds of related party transactions:

Contracts/arrangement/transactions which are not at arms length basis

Any Material contracts/arrangement/transactions [as per Regulation 23 of the SEBI (LODR) Regulations, 2015]

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to your Company.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure B".

18. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

In line with the regulatory requirements, your Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

The inherent risks to the business of your Company are as follows:

a) Foreign Exchange Risk

b) Yarn Price Risk

c) Stiff Global Competition

d) Government Policy on incentives for exports

e) Risk elements in business transactions

f) Success of Cotton Crop

All the above risk has been discussed in the Management Discussion and Analysis Report. The Chairman and Managing Director, CEO & CFO mitigate the risk with the help of their depth of knowledge of market, assistance of senior management and forecast based on various data available with your Company. Your Company has developed the analysis of market data which helps in decision making and to ensure the mitigation of the risk.

Your Company has not formed Risk Management Committee as it is not applicable under regulation 21 of the SEBI (LODR) Regulations, 2015.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

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

There are no significant material orders passed by the Regulators / Courts Company and its future operations.

21. AUDITORS

21.1 Statutory Auditors

Your Company Auditors, M/s. Bastawala And Associates, Chartered Accountants, who retire at the forthcoming Annual General Meeting of your Company, are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of your Company. As required under regulation 33 of SEBI (LODR) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

21.2 Statutory Auditors Observations

The Report given by the Auditors on the financial statements of your Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by theAuditors in their Report.

21.3 Cost Audit

Vide notification dated 31 st December, 2014; the Ministry of Corporate Affairs has issued Companies (Cost Records and Audit) Amendment Rules, 2014. Further, vide notification dated 14 th July, 2016, the Ministry of Corporate Affairs has amended the said rules. As per the said amendment, the following are the limits applicable to cost records (Rule 3) and cost audit (Rule 4):

a) Limit under Rule 3 for Cost Records-

The applicable limit prescribed in respect of production of goods or providing services shall be Rs. 35 Crore or more during the immediately preceding financial year shall maintain cost records for such product or services in their Books of Accounts.

b) Limit under Rule 4 for Cost Audit-

The applicable limit prescribed in respectofspecifiedin Item (B) of Rule 3 is Rs. 100 Crore or more during the immediately preceding financial year shall get its cost records audited in accordance with this rules.

By virtue of above limits specified, the net turnover of the Company for manufacturing of dyed yarns is Rs. 104.82 Crores during the financial year ended 31 st March 2019. Hence, the Company does required to get its cost records audited for manufacturing of dyed yarns for the financial year 2019-20.

The Board appointed M/s. ABK & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2019-20 at a fee of Rs. 80,000/- plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the 35th Annual General Meeting.

21.4 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Punit P. Shah, Practicing Company Secretary to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C".

21.5 Qualifications in Secretarial Audit Report a) Appointment of Company Secretary:

As per Section 203 (1) (ii), the Company is required to appoint Company Secretary. The Company has not appointed Company Secretary, consequently the Annual Audited Financial Statements for the financialyear ended 31st March, 2018 were not signed by Company Secretary. In this regard the management of the Company has provided the following reply:

i. The Company has appointed Mr.PriteshShah,ComplianceOfficerof the Company to ensure compliance of the Companies Act, 2013 and SEBI Act and rules made there under.

ii. The Company has availed of the services of Practicing Company Secretary for advise on the compliance of the Companies Act, 2013 and the SEBI Act and rules made there under.

iii. The Company at its Board Meeting held on 30th May, 2019 has appointed Mr. Anand Madanlal Dubey as Company Secretary and Compliance Office of the Company w.e.f. 11th June, 2019.

b) Cost Audit Report:

As per Section 148, the Company is required to obtain Cost Audit Report for the financial year 2017-18. During the year, the Company has failed to file Form CRA-4 (Cost Audit Report for the financialyear 2017-18) with Registrar of Companies, Mumbai, Maharashtra. In this regard the management of the Company has provided the following reply:

i. The Company has obtained the Cost Audit Report for the financialyear 2017-18 and the same has been placed before the Board Meeting held on 30th May, 2019 and the Company is in the process of filing the same with the Registrar of Companies, Mumbai, Maharashtra.

22. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

23. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure D".

24. HUMAN RESOURCES

The industrial relations at the manufacturing facilities of your Company have been cordial during the year. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening your Companys Polices and Systems. Your Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.

25. ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

26. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

27. GREEN INITIATIVES

Electronic copies of the Annual Report 2018 – 19 and Notice of the 35th Annual General Meeting are sent to all members whose email addresses are registered with your Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2018 – 19 and the Notice of the 35th Annual General Meeting under Section 101 of the Companies Act, 2013 are sent in the permitted mode. Members requiring physical copies can send a request to your Company.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

28. CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor maximizing long-term shareholders value. The certificate from Mr. Punit P. Shah, confidence, Practicing Company Secretary, confirming compliance of conditions of Corporate Governance as stipulated under Schedule V (E) of the Securities and Exchange Board of India (LODR) Regulations, 2015 of the Stock Exchanges is annexed.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company firmly believes in providing a safe, supportive and friendly workplace come to life through the supporting behaviours. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment, your Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint has been raised during the year ended 31st March, 2019.

30. CEO AND CFO CERTIFICATION

CEO and Mr. Varun S. Mutreja, Director & CFO, pursuant to provisions of SEBI Certificate (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review was placed before the Board of Directors of your Company at its meeting held on 30th May, 2019.

31. INDIAN ACCOUNTING STANDARDS (IND-AS)

Your Company has followed the relevant Accounting Standards notified by the Companies (Indian Accounting Standards) Rules, 2015 while preparing financial statements.

32. CAPITAL EXPENDITURE

Your Company has made an application for need based Capital Expenditure (mainly automisation of dyeing machine) during the financial year 2018-19 towards Tangible & Intangible Assets and apply the term loan of Rs. 275 Lakhs, the total CAPEX amounting to Rs. 399.00 Lakhs, out of that till March 2019 The company has incurred the CAPEX of Rs. 203.15 Lakhs. The details of CAPEX made at Vapi and Silli unit are as under:

Assets Cost (Rs in Lakhs)
Indigenous Plant & Machinery 149.70
Errection, Installation & Other Charges 20.57
Electrical Installation 3.56
Utilities & Ancillary Machinery 24.30
ERP Software 5.02
Total capital expenditure for the Vapi and Silli Unit 203.15

33. SUBSIDIARY COMPANIES

Your Company does not have any Subsidiary Company.

34. PLEDGE OF SHARES

None of the equity shares of the Directors of your Company are pledged with any banks or financial institutions.

35. INFORMATION SYSTEM

In a business where information is critical, Information Technology plays a vital role, facilitating informed decision making to grow the business. Over the years, your Company has invested extensively in infrastructure, people and processes with the objective to capture, protect and transmit information with speed and accuracy.

To align with your Companys requirement, your Company has installed ERP suite for a reliable, high end, comprehensive, disciplined and integrated business solution.

36. MANAGEMENT DISCUSSION AND ANALYSIS

As required under the Schedule V (B) of SEBI (LODR) Regulations, 2015, report on "Management Discussion and Analysis" is attached and form part of this Annual Report.

37. LISTING WITH STOCK EXCHANGES

Your Company is listed with one Stock Exchange i.e. BSE Limited and your Company has duly paid the listing fees to the Exchange.

38. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of your Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of your Company for their unstinted commitment and continued contribution to your Company.

39. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis describing your Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors
(Mr. Suresh N. Mutreja)
Chairman & Managing Director
(Mr. Varun S. Mutreja)
Director Chief Financial Officer
Place: Mumbai (Mr. Kunal S. Mutreja)
Date: May 30, 2019 Director Chief Executive Officer