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Lloyds Steels Industries Ltd.

BSE: 539992 Sector: Metals & Mining
NSE: LSIL ISIN Code: INE093R01011
BSE 00:00 | 24 Apr 2020 Lloyds Steels Industries Ltd
NSE 05:30 | 01 Jan 1970 Lloyds Steels Industries Ltd

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OPEN 0.42
PREVIOUS CLOSE 0.42
VOLUME 337584
52-Week high 0.78
52-Week low 0.30
P/E 14.67
Mkt Cap.(Rs cr) 40
Buy Price 0.43
Buy Qty 20.00
Sell Price 0.44
Sell Qty 2.00
OPEN 0.42
CLOSE 0.42
VOLUME 337584
52-Week high 0.78
52-Week low 0.30
P/E 14.67
Mkt Cap.(Rs cr) 40
Buy Price 0.43
Buy Qty 20.00
Sell Price 0.44
Sell Qty 2.00

Lloyds Steels Industries Ltd. (LSIL) - Director Report


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Company director report

Dear Members

Your Directors are pleased to present the Company's Twenty Fifth Annual Report and theCompany's Audited Financial Statements for the Financial Year Ended 31st March2019.

1. FINANCIAL HIGHLIGHTS:

The Company's financial highlights for the year ended 31st March 2019 issummarized below:

(Rs. in Lakhs)

Particulars Current Year Previous Year
2018-19 2017-18
Income from Operations 9771.78 12250.25
Other Income 1003.67 3428.35
Total Income 10775.45 15678.60
Profit before Interest Depreciation & Tax 428.96 417.16
Less : Finance Cost 33.18 28.57
Depreciation 105.37 101.00
Exceptional Items - -
Profit/(Loss) before tax 290.41 287.59
Less: Deferred Tax 21.33 87.51
Net Profit/ (Loss) after Tax 269.08 200.08

2. PERFORMANCE 2018-19:

During the year under review the Company achieved a turnover of Rs.9771.78 Lakhs ascompared to Rs. 12250.25 Lakhs in the previous year. The decrease in the turnover is onaccount of ups and downs of the economy during the current financial year. The operatingEBIDTA for the year has marginally increased to Rs.428.96 Lakhs as against Rs.417.16 Lakhsin the previous year. The Company has posted a Profit of Rs.290.41 Lakhs during the yearas against Rs.287.59 Lakhs in the previous year after providing depreciation of Rs.105.37Lakhs (Previous Year Rs.101 Lakhs) and has posted a Net Profit of Rs.269.08 Lakhs in thecurrent year as against Rs.200.08 Lakhs in the previous year after considering deferredtax of Rs.21.33 Lakhs (Previous Year Rs.87.51 Lakhs).

3. TRANSFER TO RESERVE:

The Company do not propose to transfer any amount to any reserve.

4. DIVIDEND:

In order to conserve the resources the Board of Directors has not recommended anydividend for the year ended 31st March 2019.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

The core business of the Company is Design Engineering Manufacturing FabricationSupply Erection and Commissioning of all types of Mechanical Hydraulic StructuralProcess Plants Metallurgical Chemical Plants Equipments including Marine Loading/Unloading Arms Truck/Wagon Loading/Unloading Arms Columns Pressure Vessels DryersBoilers Power Plant Steel Plant Equipments Capital Equipments and execution of Turnkeyand EPC projects.

The Company has collaboration agreements with L3 Calzoni s.r.l. Milano Italy for FinStabilizers and Steering Gears with Controls for Indian Naval Ships and Indian Coast GuardShips. The Company has arrangement with Technip FMC France (earlier FMC Technologies SA)for Marine Truck/Wagon Loading Arms and Piggable Systems.

During the current financial year the Company has executed orders/jobs by supplyingcritical equipments Marine Loading/Unloading Arms items and spares carried outerection installation and commissioning work and provided technical services (includingrepairing overhauling and erecting Marine Loading Arms) to various Public and PrivateSector Companies and Government Bodies /Agencies in diversified areas and fields broadlycovering Refinery & Petroleum Oil & Gas Power Steel Plant Equipments NuclearProjects Ports and Naval Shipyard amongst others.

The Company has supplied Steering Gear Systems for Indian Navy Warship INS Pralay andINS Betwa by replacing the old and obsolete imported Steering Gear Controls by upgradingthe same with that of indigenous VME 64 digital platform architecture controls.

The Company is approved for its engineering skills/ works/services by various premierconsulting companies and Inspection Agencies such as Engineers India Ltd. (EIL) MECONLRIS BVIS PDIL amongst various other agencies.

The Company's works has been approved by Industrial Boiler Regulatory Authority (IBR).The company has further been approved for ISO 9001:2015 by SGS UK for Design Manufactureand Supply of Equipment for Industrial Sector – Hydrocarbon Nuclear Power SpaceDefence Process plants Loading/Unloading Arms Steel Plant Boiler and Boiler Equipment.The Company's Fabrication Shop at Murbad has been approved by the Petroleum and ExplosivesSafety Organisation (PESO) under the Ministry of Commerce and Industry for Fabrication ofNon-Cryogenic Pressure Vessels.

The Company continues to have Certificate of Authorization by the American Society ofMechanical Engineers (ASME) and use of the Certification Marks "U""U2" and "S" for manufacture of pressure vessels and manufactureand assembly of power boilers in the Companies Works and field sites.

The Company continues to participate in the tenders of various Public and PrivateSector Companies Government Organisations Navy Ports and has secured reasonable ordersduring the financial year and actively looking for obtaining further orders/execution ofworks in India and Abroad.

a. Engineering Industry and Business Overview: The prospects of Indian EngineeringIndustry continue to improve in a phased manner in view of reforms undertaken by theGovernment of India in various sectors particularly in the Hydro Carbon and InfrastructureSectors. The expansion in Oil and Gas Sector including the Refineries continue to provideopportunities and support to the Engineering Industry. Government plans to upgrade andmodernize the Indian Navy is also contributing to the growth in the form of supply andservices to Indian Naval Ships. Overall the business outlook is positive and improving.

b. Risk & Concerns:

The banking system continues to be over burdened with large Non Performing Assets (NPA)restricting the investment by Public and Private Corporate Sectors. Margins in theindustry continue to be under pressure due to severe competition. We are up-grading ourskills modernization and cost saving to the extent possible. Risk and concerns are beingaddressed on a continuous basis.

c. Internal Control System and Audit:

The Company believes in systematic working and placing appropriate internal controlsystems and checks. Proper checks and systems are in place and regular reviews are held bythe Head of Department and Senior Management to check that the systems and controls areadhered. The reviews also prescribe changes wherever required. The efficiency of InternalControl Systems is ensured as a combined result of the following activities:

1. Operational performance is reviewed each month by the Senior Management.

2. Performance of each function is closely monitored by the Head of Department andSenior Management through daily/weekly/ monthly review meetings. Reviews of allindependent functions are regularly undertaken. Cross functional activities are subjectedto periodic review.

3. Various policies are introduced from time to time to ensure effective functioning ofvarious departments such as Business Development Projects Procurement CommercialFinance HR etc.

4. The Internal Auditors of the company conducts financial operational and managementaudit of various functions and areas. Their reports are placed before the Audit Committeeand appropriate actions as deemed fit are initiated based on the reports.

5. The Audit Committee also oversees financial systems procedures and internalcontrols and competent to call for any information/document from any department/function.

d. Human Resources and Industrial Relations:

The Industrial Relations in the company's units located at Murbad during the year underreview was cordial. Human Resources Department ("HRD") works continuously formaintaining healthy working relationship with the workers and other staff members. Theunderlying principle is that workers and staff at all levels are equally instrumental forattaining the Company's goals. Training programmes are regularly conducted to update theirskills and apprise them of latest techniques. Senior Management is easily accessible forcounseling and redressal of grievances if any. The HR Department strives to maintain andpromote harmony and coordination amongst workers staff and members of the seniormanagement.

e. Cautionary Statement:

The Management Discussion and Analysis describe Company's projections expectations orpredictions and are forward looking statements within the meaning of applicable laws andregulations. Actual results could differ materially from those expressed or implied.Important factors that could make a difference to the Company's operations includeeconomic conditions affecting demand and supply and price conditions in domestic andinternational market changes in Government regulations tax regimes economicdevelopments and other related and incidental factors.

6. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its financial statements for the year ended31st March 2019 as the Company doesn't have any subsidiary Associates andjoint ventures companies.

7. SHARE CAPITAL:

During the financial year under review there is no change in the capital structure ofthe Company and accordingly the issued subscribed and paid-up share capital of thecompany stand at Rs. 898698382 as on 31st March 2019.

8. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:

During the financial year 2018-2019 under review there are no changes in the nature ofbusiness activities of the Company.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY.

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

10. PUBLIC DEPOSIT.

Your Company has neither invited nor accepted public deposits within the meaning ofSection 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

11. DETAILS OF TOTAL FEES PAID TO STATUTORY AUDITORS:

The details of total fees for all services paid by the Company on a consolidated basisto the Statutory Auditors are as follows:

(Rs. In Lakhs)
Type of Service 2018-19 2017-18
Audit Fees 1.50 1.50
Tax Audit Fees 0.50 0.50
Fees for Ind-AS Implementation - 1.75
Total 2.00 3.75

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

The Board of the Company comprises an optimum combination of executive andnon-executive Independent Directors.:

Name of Director Category and Designation
Mr. Ashok Tandon Managing Director
Smt. Bela S. Rajan Non-Executive Independent Women Director
Mr. S. N. Singh Non-Executive Independent Director
Non-Executive Independent Director
Mr. Vishal Agarwal
Mr. R.M. Alegavi* Non-Executive Non- Independent Director

* Mr. R.M. Alegavi was appointed on 26th October 2018 as an AdditionalNon-Executive Director who shall hold office upto the date of the ensuing Annual General

Meeting of the company.

Skills Competence and Expertise of the Board: The Board has core skillsexpertise and competence in various fields such as Engineering Technology Sales andBusiness Development Commercial Accounting & Finance Legal Public Relationsamongst others. The Directors have experience in serving on the Board of differentCompanies and thus possess analytical skills awareness of existing law policies andstatutory compliances preparing strategies and have insights about Corporate GovernanceManagement Responsibility Stakeholders Interest amongst other qualities which are appliedto the advantage of the Company.

In pursuant to provisions of Section 203 of the Companies Act 2013 read with theapplicable rules and other applicable provisions of the Companies Act 2013 thedesignated Key Managerial Personnel (KMP) of the Company as on 31st March 2019are as follows:

Name of KMP Category and Designation
Mr. Ashok Tandon Managing Director
Mr. P.R. Ravi Ganesan CFO & Company Secretary

a. Declaration by Independent Directors:

All Independent Directors have given declarations under section 149 (7) that theymeet the criteria of independence as laid down under Section 149(6) of the Companies Act2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

b. Familiarization Programme for Independent Directors: The Company has formulateda Programme for Familiarization of Independent Directors with regard to their rolesrights responsibilities nature of the industry in which the Company operates thebusiness model of the Company etc. The details of the Familiarization Programmes asconducted by the Company during the last fiscal are available on the website of theCompany (www.lloydsengg.in). However during the year under review there was no change inthe nature of business of the company and its business vertical/structure/operationalstrategy etc. which would have necessitated fresh Familiarization Programme forIndependent Directors.

13. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE:

a. Number of Meetings of the Board: Total 4 (Four) Board Meetings were held duringthe financial year 2018-19 as required u/s 134 (3) (b) of the Companies Act 2013 are asunder:

Date of Board Purpose
meetings
4th May 2018 Financial Results & General Purpose
4th August 2018 Financial Results & General Purpose
26th October 2018 Financial Results & General Purpose
29th January 2019 Financial Results & General Purpose

In respect of such meetings proper notices were given and the proceedings were properlyrecorded and signed in the Minutes Book maintained for the purpose. No circularresolutions were passed by the Company during the financial year under review.

b. Committees of the Board: The detailed information with regard to the compositionof Board and its Committee(s) and their respective meetings etc. are stated in theCorporate Governance Report of the Company which forms part of this Annual Report.

c. Corporate Governance: The Company has taken adequate steps to ensure that allmandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are complied with. The report on CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an integral part of this Report. The requisite certificate fromthe Auditors of the Company confirming compliance with the conditions of CorporateGovernance is annexed hereto and marked as ‘Annexure-A' and forms part of thisreport.

d. Performance Evaluation of the Board and it's Committee(s): The Board has carriedout an annual performance evaluation of its own performance and that of its Committees andindividual directors. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

e. Meeting of the Independent Directors: During the year under review theIndependent Directors met on 29th January 2019 interalia to: i) Review theperformance of Non Independent Directors and the Board of Directors as a whole; ii) Reviewthe performance of the Managing Director of the Company taking into account the views ofthe Directors; iii) Assess the quality content and timeliness of flow of informationbetween the Company management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made bythe Independent Directors have been adopted and implemented.

14. DIRECTORS' RESPONSIBILITY STATEMENT.

Pursuant to Section 134(5) of the Companies Act 2013 your Directors state that: 1. inthe preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards have been followed and there are no material departuresfrom the same; 2. the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2019 and of the profit of the Company for the year ended on that date; 3. theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; 4. the Directorshave prepared the annual accounts on a ‘going concern' basis; 5. the Directors havelaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively and 6. the Directors havedevised proper systems and controls to ensure compliance with the provisions of allapplicable laws and that such systems and controls are adequate and operating effectively.

15. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo which is required to be given pursuant to the provisions of section134(3)(m)of the Companies Act 2013 read with Rule 8 of Companies (Account) Rules 2014is annexed hereto marked as ‘Annexure-B' and forms part of this report.

16. EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return (Form No.MGT-9) as on 31st March 2019pursuant to the provisions of Section 92(3) of the Companies Act 2013 read with Rule 12of the Companies (Management and Administration) Rules 2014 (as amended by Companies(amendments) Act 2017 is furnished in the ‘Annexure – C' attached tothis report which forms an integral part of this report.

17. VARIOUS POLICIES OF THE COMPANY.

In accordance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has formulatedimplemented and amended (as per the Companies (amendments) Act 2017 SEBI (Prohibition ofInsider Trading) (Amendment) Regulations 2019) and SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 and various policies and theAmended copy of all such Policies are available on Company's website (www.lloydsengg.in)under the Policies sub-caption of the Investor Caption. The policies are reviewedperiodically by the Board and updated based on need and requirements.

Name of the Policy Brief Description
Whistle Blower or Vigil Mechanism Policy The policy is meant for directors employees and stakeholders of the Company to report their concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics amongst others.
Policy for Related Party Transactions The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents The policy deals with the retention of corporate records of the Company.
Policy for determination of materiality of events This policy applies for determining and disclosing material events taking place in the Company.
Code of conduct for Director(s) and Senior Management Personnel Nomination and Remuneration Policy The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical moral and legal conduct in the business affairs of the Company. The policy formulates the criteria for determining qualifications / competencies / positive attributes and independence related to the appointment removal and remuneration of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors Key Managerial Personnel and other employees covered under the prescribed criteria if any.
Code of Conduct for Prohibition of Insider Trading The Policy provides framework for dealing with the securities of Company in mandated manner.

Apart from the above the Company has formulated and amended as required Policy on Codeof Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information(UPSI) as well as procedure of Inquiry in case of Leak of Unpublished Price SensitiveInformation effective from 01.04.2019 amongst various other policies as available in thewebsite of the Company.

18. AUDITORS:

The matters related to Auditors and their Reports are as under: (A) Statutory Auditor: Pursuantto Section 139 of the Companies Act 2013 and rules made thereunder the Board ofDirectors appointed M/s. Todarwal & Todarwal Chartered Accountants (Firm RegistrationNo. 111009W) as the Statutory Auditors of the Company for a period of five financialyears from 01.04.2014 to 31.03.2019 and the shareholders have accorded their approval inthe AGM held on 30th September 2014.

The five year term of Statutory Auditors expired on 31.3.2019 and as per the provisionof Section 139 of the Companies Act 2013 read with Rule 3(7) of Companies (Audit andAuditors) Rules 2014 they are eligible to be reappointed for a further period 3 years.Therefore the Board approved and recommended their reappointment for further period of 3years beginning from 2019-20 to 2021-22 for further approval of shareholders in theensuing Annual General Meeting scheduled to be held on 19th August 2019.

(B) Audit Report:

During the year 2018-19 no frauds have either occurred or noticed and/or reportedby the Statutory Auditors under Section 143(12) of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 (as amended from time to time).

The observations made by the Statutory Auditors in their Audit Report read with therelevant notes thereof as stated in the Notes to the Audited Financial Statements of theCompany for the Financial Year ended 31st March 2019 are self explanatory andbeing devoid of any reservation(s) qualification(s) or adverse remark(s) etc and do notcall for any further information(s)/ explanation(s) or comments from the Board underSection 134(3)(f)(i) of the Companies Act 2013.

(C) Secretarial Auditor:

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014 The Board has re-appointed Mr.AKM & Associates Practicing Company Secretary (Membership No.ACS 26145 andCertificate of Practice No10245) as the Secretarial Auditor of your Company to conductSecretarial Audit for the financial year 2019-20.

(D) Secretarial Audit Report:

Secretarial Audit Report as issued by the Secretarial Auditor in Form No. MR-3 forthe financial year 2018-19 is annexed herewith vide ‘Annexure - D' and formsintegral part of this Annual Report. The said Secretarial Audit Report being devoid of anyreservation(s) adverse remark(s) and qualification(s) etc. do not call for any furtherexplanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) ofthe Companies Act 2013.

(E) Cost Auditor:

In terms of Section 148 of the Act the Company is required to have the audit ofits cost records conducted by a Cost Accountant. In this connection the Board ofDirectors of the Company has on the recommendation of the Audit Committee approved theappointment of M/s. Manisha & Associates as the cost auditors of the Company for theyear ending March 31 2020.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of theCompanies (Audit and Auditors) Rules 2014 the remuneration payable to the Cost Auditorsas recommended by the Audit Committee and approved by the Board has to be ratified by themembers of the Company. Accordingly appropriate resolution forms part of the Noticeconvening the AGM. We seek your support in approving the proposed remuneration of Rs.35000/- plus applicable taxes and out-of-pocket expenses payable to the Cost Auditors forthe Financial Year ending March 31 2020. M/s. Manisha & Associates have vastexperience in the field of cost audit and have been conducting the audit of the costrecords of the Company for the past several years.

The Company has maintained such accounts and records as per the aforesaid provisionsand further has filed Cost Audit Report for the financial year ended 31.03.2018 with theCentral Government in XBRL Mode within the time limit prescribed under the Companies Act2013.

19. PERSONNEL/PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therequisite details are annexed herewith vide ‘Annexure-E' and are alsoavailable at the Registered Office of the Company for inspection during its business hoursup to the date of AGM and any member interested in obtaining such information may directlywrite to the Company Secretary of Company and the same shall be provided on such request.

20. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIESPROVIDED:

There are no investments made pursuant to Section 186 of the Companies Act 2013. TheCompany has not given any guarantee or provided security during the year under review. Theparticulars of loans and advances given by the Company during the financial year 2018-19are stated in Notes to the Audited Financial Statements of the Company as annexed to thisAnnual Report.

21. PARTICULARS OF CONTRACT(S) / TRANSACTION(S) / ARRANGEMENT(S) WITH RELATED PARTIES:

The Company has not entered into any Related Party Contract(s)/Transaction(s)/Arrangement(s) during the financial year 2018-19 pursuant to Section 188(2) of the Companies Act 2013. Further in accordance with Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 there were no materiallysignificant related party contract(s)/ transaction(s)/arrangements entered by the Companywhich may have a potential conflict with the interest of the Company during the financialyear. The Policy on dealing with Related Party Transactions has been placed on theCompany's website and can be accessed at www. lloydsengg.in

22. LISTING OF SHARES:

The Equity Shares of the Company are continued to be listed and actively traded on theBombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE). The listingfees payable for the financial year 2019-2020 has been paid to both the Stock Exchanges(BSE & NSE) within the due dates.

23. DEMATERIALIZATION OF SHARES:

As on 31st March 2019 there were approximately 886146297 Equity Sharesdematerialized through depositories viz. National Securities Depository Limited andCentral Depository Services (India) Limited which represents about 98.60% of the totalissued subscribed and paid-up capital of the Company.

24. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:

Your Director's state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Company has complied with the provisions relating to theConstitution of Internal Complaints Committee under the aforesaid Act.

25. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

26. INVESTOR SERVICES:

The Company and its Registrar M/s. Bigshare Services Private Limited who is lookingafter the Physical as well as Demat work and also shareholders correspondence in terms ofSEBI directions for having a common Registrar and Share Transfer Agent endeavored theirbest to service the Investors satisfactorily. Your Company has constituted a Committeecomprising three Independent Directors of the Company to redress the investor grievancesand the Committee met during the year to assess and note the complaints received andattended by the Company and RSTA.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company confirms Compliance with the applicable requirements of SecretarialStandards 1 and 2.

28. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/ activities pertaining to these mattersduring F.Y. 2018-19:

a) Issue of equity shares with differential rights as to dividend voting or otherwise.

b) Issue of shares (including sweat equity shares and ESOP) to employees of the Companyunder any scheme.

c) Instances with respect to voting rights not exercised directly by the employees ofCompany.

d) Neither the Managing Director nor the CFO of the Company receives any remunerationor commission from any other Company.

e) No significant or material orders were passed by the Regulators or Courts orTribunals which can impact the going concern status and Company's operations infuture.

f) No fraud has been reported by the Auditor in their Audit Report for F.Y. 2018-19hence the disclosure u/s 134(3) (ca) is not applicable.

29. ENCLOSURES

a. Annexure – A: Corporate Governance Report;

b. Annexure–B: Report on Energy Conservation Technology Absorption andForeign Exchange Earnings and Outgo;

c. Annexure – C: Extract of Annual Return as of 31st March2019 in the prescribed Form No.MGT-9

d. Annexure - D: Secretarial Auditors Report in Form No. MR-3;

e. Annexure – E: Details of personnel/particulars of employees.

30. ACKNOWLEDGMENT

Your Directors place on record their sincere appreciation and gratitude for theassistance and generous support extended by all Government Authorities FinancialInstitutions Banks Customers and Vendors during the year under review. Your Directorswish to express their immense appreciation for the devotion commitment and contributionshown by the employees of the company while discharging their duties.

For and on behalf of the Board
Sd/-
Date : 26.04.2019 Ashok Tandon
Place: Mumbai Managing Director


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