M Lakhamsi Industries Ltd
Directors Reports
To,
The Members of M Lakhamsi Industries Limited
(Formerly Known as Specular Marketing and Financing Limited)
Your Directors' have pleasure in presenting the 39th
Directors' Report on the Business and Operations of the Company together with the Audited
Financial Statements of Accounts and the Auditors' Report for the year ended March 31,
2023.
1. FINANCIAL PERFORMANANCE
| Particulars |
Financial Year 2022-2023 |
Financial Year 2021-2022 |
| Revenue from Operations |
11608.10 |
3980.82 |
| Other Income |
270.93 |
40.94 |
| Total Revenue |
11879.03 |
4021.75 |
| Cost of Material Consumed |
10949.16 |
5213.04 |
| Purchase of Stock-in-Trade |
- |
- |
| Change in Inventories of finished goods, stock-in trade and
work in progress |
604.71 |
(1356.80) |
| Employee Benefit Expenses |
39.75 |
12.83 |
| Finance Cost |
95.73 |
62.73 |
| Depreciation and Amortization Expenses |
5.82 |
2.61 |
| Other Expenses |
85.92 |
47.64 |
| Total Expenses |
11781.10 |
3982.06 |
| Profit/ (loss) before tax |
97.93 |
39.69 |
| Tax Expenses |
(24.74) |
(4.39) |
| Profit for the year |
73.19 |
44.09 |
| Earning Per Share (Basic) |
1.23 |
0.74 |
| Earning Per Share (Diluted) |
1.23 |
0.74 |
2. (A) STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:
> State of Company Affairs:-
The company is engaged in the business of buying, selling, import,
export, market, develop, distribute, trade or otherwise engage or deal in all types of
oilseeds, pulses, spices, Oilseeds, Pulses, Spices, Oils, edible and nonedible Oils,
grains, vegetables, herbs, pickles and other items derived from agricultural, farming or
relevant activities.
> Review of Operations:-
¦ The revenue from operations increased during current financial
year 2022-23. The revenue generated from operations amounted to 11608.10 Lakhs in F.Y.
2022-23 as compared to F.Y. 2021-22 in which revenue generated was amounted to 3980.82
Lakhs.
¦ Profit before taxation increased from 39.69 Lakhs in F.Y.
2021-22 to 97.93 Lakhs in F.Y. 2022-23.
¦ The management of the Company is putting their best efforts to
improve the performance of the Company.
B) CHANGE IN MANAGEMENT
During the period under review, no change has been occurred in the
Management of the Company.
3. SHARE CAPITAL
Authorized Share Capital of the Company stood at INR 7,00,00,000/-
(Indian Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lacs) Equity Shares of
INR 10/- each (Indian Rupees Ten each).
During the year under review, there was a change in paid-up, issued and
subscribed share capital due to allotment of50,88,000 (Fifty Lakhs Eighty-Eight Thousand)
equity shares through Bonus in the Ratio 6:1 (Six Equity Bonus Shares for every 1 equity
share held) at face value of Rs. 10/- (Rupees Ten Only) per share at par as fully paid
bonus shares to the holders of equity shares, whose name appear in the Register of Members
of the Company on the record date i.e., 05th October, 2022.
Consequently, the paid-up capital stood at INR 5,93,60,000/- (Indian
Rupees Five Crores Ninety-Three Lacs Sixty Thousand Only) divided into 59,36,000
(Fifty-Nine Lacs Thirty-Six Thousand) Equity Shares of INR 10/- (Indian Rupees Ten Only)
each.
4. DEPOSITS:
During the year under review, your Company has not accepted any
deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.
5. DIVIDEND:
The Board of your Company pleased to recommend a final dividend of Rs.
0.10 (Ten Paisa Only), {i.e., 1%} per equity share having face value of Rs. 10 each on
Friday, 25th August, 2023. The proposed Dividend, subject to approval of
Shareholders in the ensuing Annual General Meeting of the Company, will be paid to members
within the period stipulated by the applicable Companies Act. The dividend would be
payable to all Shareholders whose names appear in the Register of Members as on the Book
Closure Date. The Register of Members and Share Transfer books shall remain closed from Tuesday,
19th September, 2023 to Monday, 25th September. 2023 (both dav
inclusive).
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION
FUND:
As per the provisions of Section 125(2) of the Companies Act, 2013,
there was no unclaimed dividend amount in the books. Hence, the Company has not
transferred any such amount to Investor Education and Protection Fund.
7. AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES:
The Board of Directors have not proposed to transfer any amount to
General Reserves of the Company.
8. REVISION OF FINANCIAL STATEMENT. IF ANY:
There was no revision in the financial statements of the Company.
9. DIRECTORS & KEY MANAGERIAL PERSONNEL:
Board of Directors
As on date of this report, the composition of the Board and Key
Managerial Personnel is as below:
| DIN No / PAN |
Name of Director |
Designation |
Date of Appointment |
Date of Resignation |
| 02045968 |
Sanjiv Mulchand Sawla |
Managing Director |
27/07/2021 |
NA |
| 00429203 |
Nilesh Damjibhai Vira |
Director |
08/04/2021 |
NA |
| 01943285 |
Mallika Sanjiv Sawla |
Director |
27/07/2021 |
NA |
| 02823232 |
Smita Mayur Parekh |
Independent Director |
27/07/2021 |
NA |
| 09267303 |
Kunaal Yoddha |
Independent Director |
30/08/2021 |
NA |
Key Managerial Personnel
Ms. Pooja having Membership No. A54271 is Whole Time Company Secretary
and Compliance Officer of the Company with effect from 18th May, 2020.
Ms. Mallika Sanjiv Sawla is CFO of the Company with effect from 27th
July, 2021.
10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year under review, 08 (Eight) meetings of
the Board of Directors were held. The dates on which the said meetings were held:
1. 30th May, 2022;
2. 25th July, 2022;
3. 13th August, 2022;
4. 06th October, 2022;
5. 10th October, 2022
6. 14th November, 2022;
7. 13th February,2023
8. 20th February, 2023;
The intervening gap between the Meetings was within the period
prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.
| S.No. Name of Director |
Designation |
No. of Board Meeting eligible to attend |
No. of Meetings attended |
No. of Meeting in which absent |
| 1 Sanjiv Mulchand Sawla |
Managing Director |
8 |
8 |
0 |
| 2 Nilesh Dhamjibhai Vira |
Director |
8 |
8 |
0 |
| 3 Mallika Sanjiv Sawla |
Director |
8 |
8 |
0 |
| 4 Smita Mayur Parekh |
Independent Director |
8 |
8 |
0 |
| 5 Kunaal Yoddha |
Independent Director |
8 |
8 |
0 |
11. SEPARATE MEETING OF INDEPENDENT DIRECTORS.
Independent Directors of the Company held their Separate meeting under
Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Schedule IV of Companies Act, 2013 on Saturday, 25th March, 2023
at the registered office of the Company at 505 Churchgate Chambers, 5 New Marine
Lines, Mumbai City, Maharashtra - 400020, India, to evaluate their performance.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF
THE COMPANY
There were no material changes occurred during the period under review.
13. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE U/S 186 OF
THE COMPANIES ACT. 2013:
The particulars of loans, guarantees and investment wherever required,
have been disclosed in the financial statement, which also form part of this report.
14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY: -
According to Section 134(5) (e) of the Companies Act, 2013, the term
"Internal Financial Control (IFC)" means the policies and procedures adopted by
the Company for ensuring the orderly and efficient conduct of its business, including
adherence to the company's policies, safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of
reliable financial information. The company has a well-placed, proper and adequate
Internal Financial Control System which ensures that all the assets are safeguarded and
protected and that the transactions are authorized recorded and reported correctly. To
further strengthen the internal control process, the company has developed the very
comprehensive compliance management tool to drill down the responsibility of the
compliance from the top management to executive level.
The compliance relating to Internal Financial controls have been duly
certified by the statutory auditors.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR) :-
Pursuant to the provisions of Section 135 of the
Companies Act, 2013, every company having Net Worth of Rupees Five Hundred Crore or
More, or Turnover of Rupees One Thousand Crore or More or a Net
Profit of Rupees Five Crore or More during any financial year shall constitute a
Corporate Social Responsibility Committee of the Board and shall formulate a Corporate
Social Responsibility Policy. Therefore, Provisions of Corporate Social Responsibility are
not applicable on the Company and Company has not developed and implemented any Corporate
Social Responsibility Initiatives as provisions of Section 135(1) of the
Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy)
Rules, 2014.
16. CORPORATE GOVERNANCE: -
As per Regulation 15(2) of SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, compliance with the Corporate
Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) [and
(t)] of sub-regulation (2) of regulation 46 and Para C. D. and E of Schedule V shall
not apply to the company having Paid up Equity Share Capital not exceeding Rs. 10
Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day
of the previous financial year. The Company is covered under the exception given under
Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015, therefore Company is not required to comply with the said provisions.
17. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO: -
The particulars as prescribed under Sub-section (3) (m) of Section 134
of the companies act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are
annexed herewith at ‘ANNEXUERE I' to the Board Report.
18. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT.
IF ANY: -
All Independent Directors of the Company have given declaration to the
Company under Section 149(7) read with Schedule IV of the Companies Act,
2013, they meet the criteria of independence as provided in the Sub-section 6 of
Section 149 of the Act and also under the SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015. In the opinion of the Board, the Independent Directors of
the Company possess necessary expertise, integrity and experience.
None of the Independent Director on the Board of the Company serve as
an Independent
Director in more than Seven (7) Listed Companies nor
holds the position of Whole time Director in any Listed Company. Independent Directors of
the Company have been appointed in accordance with the applicable provisions of the
Companies Act, 2013 ("Act") read with relevant rules.
19. BOARD EVALUATION:-
The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the provisions of the
Act and the corporate governance requirements as prescribed by Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
("SEBI Listing Regulations").
The performance of the board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the board composition
and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and Committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent directors, performance of
non-independent directors, performance of the board as a whole and performance of the
chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the
meeting of the independent directors, at which the performance of the board, its
committees and individual directors was also discussed. Performance evaluation of
independent directors was done by the entire board, excluding the independent director
being evaluated.
20. RATIO OF REMUNERATION TO EACH DIRECTOR: -
During the year Company has not given any remuneration to any Director
of the Company.
21. COMMITTEES OF THE BOARD AND OTHER COMMITTEES: -
Currently, the Board has following committees: -
? Audit Committee;
? Nomination & Remuneration Committee;
? Audit Committees:
The Audit Committee of the Company is constituted/re-constituted in
line with the provisions of Section 177 of the Companies Act, 2013 and other
applicable laws. The Audit Committee comprises of majority of the Independent
Directors. All the members of the Committee have experience in financial matters. The
Audit Committee is constituted in line to monitor and provide effective supervision of the
management's financial reporting process, to ensure accurate and
timely disclosures, with the highest level of transparency, integrity,
and quality of Financial Reporting. The details of the composition of the committee are
set out in the following table: -
| S.No. Name |
Status |
Designation |
| 1. Ms. Mallika Sanjiv Sawla |
Director & Chief Financial Officer (CFO) |
Chairman |
| 2. Ms. Smita Mayur Parekh |
Independent Director |
Member |
| 3. Mr. Kunaal Yoddha |
Independent Director |
Member |
During the Year under review 04(Four) meetings of the Audit Committee
were convened and held. The dates on which the said meetings were held:
1. 30th May, 2022
2. 13th August, 2022
3. 14th November, 2022
4. 13th February, 2023
| S.No. Name of the Members |
Designation |
No. of Audit Committee Meetings attended
during the year |
| 1. Ms. Mallika Sanjiv Sawla |
Chairman and Director |
4 |
| 2. Ms. Smita Mayur Parekh |
Member and Independent Director |
4 |
| 3. Mr. Kunal Yoddha |
Member and Independent Director |
4 |
During the year, all recommendations of the audit committee were
approved by the Board of Directors.
? Nomination & Remuneration Committee:
The Nomination and Remuneration Committee of the Company is
constituted/reconstituted in line with the provisions of Section 178 of the
Companies Act, 2013. The Nomination and Remuneration Committee recommends the
appointment of Directors and remuneration of such Directors.
The level and structure of appointment and remuneration of all Key
Managerial personnel and Senior Management Personnel of the Company, as per the
Remuneration Policy, is also overseen by this Committee.
Our Company has constituted a nomination and remuneration committee
("Nomination and Remuneration Committee"). The details of the composition of the
Committee are set out in the following table:
| S.No. Name |
Status |
Designation |
| 1. Ms. Mallika Sanjiv Sawla |
Director & Chief Financial Officer (CFO) |
Member |
| 2. Ms. Smita Mayur Parekh |
Independent Director |
Chairman |
| 3. Mr. Kunaal Yoddha |
Independent Director |
Member |
During the Financial Year under review 02 (Two) meetings of the
Nomination and Remuneration Committee were convened and held. The dates on which the said
meetings were held:
1. 08th October, 2022
2. 30th January, 2023
| S.No. Name of the Members |
Designation |
No. of Nomination and Remuneration
Committee Meetings attended during the year |
| 1. Ms. Mallika Sanjiv Sawla |
Chairman and Director |
2 |
| 2. Ms. Smita Mayur Parekh |
Member and Independent Director |
2 |
| 3. Mr. Kunal Yoddha |
Member and Independent Director |
2 |
22. POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION AND OTHER
DETAILS :-
The Nomination & Remuneration Committee of Directors have approved
a Policy for Selection, Appointment, Remuneration and determine Directors' Independence of
Directors which inter- alia requires that composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors, KMP and senior management employees
and the Directors appointed shall be of high integrity with relevant expertise and
experience so as to have diverse Board and the Policy also lays down the positive
attributes/criteria while recommending the candidature for the appointment as Director.
Nomination & Remuneration Policy is uploaded on the website of the
Company i.e. at www.m.lakhamsi.com.
23. RISK MANAGEMENT: -
Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company
has developed and implement the Risk Management Policy for the Company including
identification therein of elements of risk, if any, which is in the opinion of the Board
may threaten the existence of the Company. These are discussed at the meeting of the Audit
Committee and the Board of Directors of the Company.
At present the Company has not identified any element of risk which may
threaten the existence of the Company.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES :-
During the year under review, the Company has entered into related
party transactions falling under sub section (1) of Section 188 of the
Companies Act, 2013. Form for disclosure of particulars of contracts/arrangements as
required under clause (h) of sub-section (3) of section 134 of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 is provided in the
Board Report in the form AOC- 2 as "ANNEXURE -II".
25. NO FRAUDS REPORTED BY STATUTORY AUDITORS:-
During the Financial Year 2022-23, the Auditors have not reported any
matter under section 143(12) of the Companies Act, 2013, therefore no detail
is required to be disclosed under section 134(3) (ca) of the Companies Act,
2013.
26. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES:-
During the year under review, the Company does not have any Subsidiary,
Joint Venture or Associate Company hence provisions of Section 129(3) of the
Companies Act, 2013 relating to preparation of consolidated financial statements are not
applicable.
27. MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) and (10) of the Companies Act,
2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of
Directors and employees to report to the management about the unethical behavior, fraud or
violation of Company's code of conduct. The mechanism provides for adequate safeguards
against victimization of employees and Directors who use such mechanism and makes
provision for direct access to the chairman of the Audit Committee in exceptional cases.
The policy of vigil mechanism is available on the Company's website at www.rn.lakhamsi.com.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S
OPERATIONS IN FUTURE: -
During the period under review, no material orders have been passed by
the regulators or courts or tribunals impacting the going concern status and company's
operations in future.
29. DIRECTORS? RESPONSIBILITY STATEMENT: -
Pursuant to the requirement under Section 134 (5) of the
Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby
confirmed:
(a) That in the preparation of the annual accounts for the financial
year ended 31st March, 2023 the applicable accounting standards had been followed along
with proper explanation relating to material departures;
(b) That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were 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 or
loss of the company for the year review;
a. That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of Companies
Act, 2013 for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
(c) That the directors had prepared the annual accounts for the
financial year ended 31st March, 2023 on a going concern basis;
(d) That the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively and
(e) That the directors had devised proper system to ensure compliance
with the provisions of all applicable laws and that such system were adequate and
operating effectively.
30.AUDITORS & AUDITORS' REPORT: - CQ Statutory
auditors
M/s TDK & Co. Chartered Accountants, Mumbai (FRN: 109804W) have
been appointed as statutory auditor subject to approval of Members in the ensuing General
Meeting, to fill the casual vacancy arise on 03rd luly. 2023 who holds
office up to this Annual General Meeting. On 39th Annual General Meeting to be
held on 20th September. 2023, appointment M /s TDK &
Co. shall be regularized for the period of 5 years from the conclusion of this AGM
up to the conclusion of AGM to be held in the year 2028.
CQ Cost auditor
Pursuant to Section 148 of the Companies Act 2013,
maintenance of cost accounts and requirement of cost audit is not applicable.
CQ Secretarial Auditor
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s.
Vikas Verma & Associates. Company Secretaries, having its registered office at
B-502. Statesman House. 148. Barakhamba Road. New Delhi - 110001 as
Secretarial Auditor for the year 2021-2022. The Report of the Secretarial
Audit is annexed herewith as ‘ANNEXURE -III' The said Secretarial Audit
Report does not contain any qualification, reservations, adverse remarks and disclaimer.
CQ Internal Auditor
Pursuant to the provision of Section 138(1) of the
companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules. 2014,
and other applicable provisions of the act, the Board of Directors appointed CA
Poonam Mehta. Partner of M/s Poonam Seth & Co.. (FRN: 135609W) as an Internal
Auditor of the Company for the financial year 2022 - 2023 in Board Meeting
held on 30th May. 2022.
31. LISTING OF SECURITIES: -
The Company is listed on the BSE Limited and is regular in paying the
annual listing fee to the stock exchange.
32. SECRETARIAL STANDARDS: -
Pursuant to the provisions of Section 118 of the
Companies Act, 2013, the Company has complied with the applicable provisions of the
Secretarial Standards issued by the Institute of Company Secretaries of India and notified
by Ministry of Corporate Affairs.
33. ANNUAL RETURN: -
As required pursuant to Section 92(3) of the Companies
Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,
2014, an annual return is uploaded on website of the Company www.rn.lakhamsi.com.
34. FAMILIARISATION PROGRAMMES: -
The Company familiarizes its Independent Directors on their appointment
as such on the Board with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, etc. through
familiarization programme. The Company also conducts orientation programme upon induction
of new Directors, as well as other initiatives to update the Directors on a continuing
basis. The familiarization programme for Independent Directors is disclosed on the
Company's website www.rn.lakhamsi.com.
35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -
The Management's Discussion and Analysis Report for the year under
review, as stipulated under regulation 34 (3) and Part B of schedule V
of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is
annexed to this Annual Report as ‘ANNEXURE-IV".
36. CODE OF CONDUCT: -
Commitment to ethical professional conduct is a must for every
employee, including Board Members and Senior Management Personnel of the Company. The Code
is intended to serve as a basis for ethical decision-making in conduct of professional
work. The Code of Conduct enjoins that each individual in the organization must know and
respect existing laws, accept and provide appropriate professional views, and be upright
in his conduct and observe corporate discipline. The duties of Directors including duties
as an Independent Director as laid down in the Companies Act, 2013 also forms part of the
Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with
the Code of Conduct annually.
37. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK
PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at the
workplace and towards this end, has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules there under. The Company has complied with provisions relating to the constitution
of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on
sexual harassment. During the financial year under review, the Company has not received
any complaints of sexual harassment from any of the women employees of the Company.
38. STATEMENT ON OTHER COMPLIANCES
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential voting rights as to
dividend, voting or otherwise;
c. Issue of shares (including sweat equity shares) to employees of the
Company.
d. Neither the Managing Director nor any of the Whole-time Directors of
the Company receive any remuneration or commission.;
39. BUSINESS RESPONSIBILITY REPORT (BRR)
Securities Exchange Board of India (SEBI) vide circular
CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the
Annual Report for the top 100 listed entities. In view of the requirements specified, the
company is not mandated for the providing the BRR and hence do not form part of this
Report.
40. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, no employee has drawn remuneration in excess of the limit set out
in the said rules. ‘ANNEXURE-V?
41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016
As there is no application made or pending under Insolvency and
Bankruptcy Code, 2016, so there is no requirement to give details of application made or
any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
42. WHOLE TIME DIRECTOR & CFO AND FINANCE MANAGER CERTIFICATION
As required under Regulation 17(8) of the SEBI (LODR) Regulations,
2015, the Whole Time Director & CFO and Finance Manager's Certification is at ‘ANNEXURE-VI?.
43. DETAILS OF ONE TIME SETTLEMENT
During the period under review There has been no one time settlement
and the valuation done while taking loan from the Banks or Financial Institutions.
44. ACKNOWLEDGEMENTS
The Directors regret the loss of life due to COVID-19 pandemic and are
deeply grateful and have immense respect for every person who risked their life and safety
to fight this pandemic. The Directors wish to convey their appreciation to all of the
Company's employees for their contribution towards the Company's performance. The
Directors would also like to thank the shareholders, employee unions, customers, dealers,
suppliers, bankers, governments and all other business associates for their continuous
support to the Company and their confidence in its management.
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