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You can view full text of the latest Director's Report for the company.

BSE: 541167ISIN: INE616Z01012INDUSTRY: Chemicals - Others

BSE   ` 1910.95   Open: 1924.95   Today's Range 1899.20
1924.95
-4.65 ( -0.24 %) Prev Close: 1915.60 52 Week Range 1510.00
2418.00
Year End :2022-03 

Your Directors are pleased to present the 36th (Thirty Sixth) Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2022.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

(' in Lakhs)

Particulars

Year Ended 31st March, 2022

Year Ended 31st March, 2021

Year Ended 31st March, 2022

Year Ended 31st March, 2021

(Standalone)

(Consolidated)

Total Income

62,410.77

36,952.05

62,298.66

36,952.05

Profit before Tax

7,127.42

3,069.31

7,083.50

3,069.31

Less: Tax

1,854.90

921.56

1,854.90

921.56

Profit after tax

5,272.51

2,147.74

5,228.60

2,147.74

Add: Balance brought forward

6,028.11

3,892.85

6,028.11

3,892.85

Less: Dividend Paid

54.50

-

54.50

-

Net Profit available for appropriation

11,246.12

6,028.11

11,202.21

6,028.11

2. STATE OF COMPANY'S AFFAIRS

a) STANDALONE

The Company has reported total income of ' 62,410.77 Lakhs for the current year as compared to ' 36,952.05 Lakhs in the previous year. The Net Profit for the year under review amounted to ' 5,272.51 Lakhs in the current year as compared to ' 2,147.74 Lakhs in the previous year.

b) CONSOLIDATED

The Company has reported total income of ' 62,298.66 Lakhs for the current year as compared to Nil in the previous year. The Net Profit for the year under review amounted to ' 5,228.60 Lakhs in the current year as compared to Nil in the previous year.

*Note: In Financial Year 2020-21 your company had no subsidiary company, so consolidated financials were not applicable for the last year.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve. However, the Company has retained the current year profit in the accumulated Profit and Loss account.

4. DIVIDEND

I n order to conserve the resources by taking into account the prevailing economic situation and the need of resources for growth, the Board of Directors in its meeting held on April 30, 2022, has recommended a final dividend of ' 0.50 per equity

share for the year ended March 31, 2022 subject to the approval of the Members at the 36th Annual General Meeting ('AGM').

The said dividend is in line with the Dividend Distribution Policy of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('Listing Regulations') the top 1000 Listed Companies shall formulate a Dividend Distribution Policy. Company's ranking as on March 31, 2022 was on No. 698 Source: https://www.bseindia.com/downloads1/Top_1000_ Companies_as_on_31March2022_based_on_ market_capitalisation.zip ) Accordingly, the Board in its meeting held on April 30, 2022 approved Dividend Distribution Policy of the Company in compliance with regulation 43A of the Listing Regulations.

The Policy is available on the Company's website and can be accessed at https://www.yashoindustries. com/uploads/7/9/4/9/7949862/dividend_distribution_ policy-new.pdf

INVESTOR EDUCATION AND PROTECTION FUND (“IEPF")

I n accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as 'IEPF

Rules') (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account is required to be transferred to the Investor Education and Protection Fund (IEPF) maintained by the Central Government. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF till the date of this Report.

The details of the unclaimed dividends are available on the Company's website at https://www. yashoindustries.com/public-notices.html

The nodal officer for the purpose of IEPF is Ms. Komal Bhagat (Company Secretary and Compliance officer) of the Company. The details of the same are mentioned on the website of the Company. The web link is https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/details_of_iepf_nodal_ officer.pdf

5. SHARE CAPITAL

a) AUTHORISED SHARE CAPITAL

The authorized share capital of the Company as at March 31, 2022 was ' 15,00,00,000 (Rupees Fifteen Crore only) consisting of 1,50,00,000 (One Crore Fifty Lakhs) equity shares of ' 10 (Rupees Ten) each.

b) PAID UP SHARE CAPITAL

Preferential Issue

The Company has issued and allotted 5,00,000 (Five Lakhs) equity shares of ' 10 (Rupees Ten) each issued at premium of ' 845 (Eight Hundred and Five) each issued on a preferential basis aggregating up to ' 42,75,00,000 (Rupees Forty Two Crore and Seventy Five Lakhs only) for cash consideration through approval accorded by the shareholders at the 01st Extra ordinary General Meeting for the financial Year 2021 -22 of the Company held on November 6, 2021. These shares are ranking pari-passu with the old equity shares of the company. Proceeds of the said Preferential Issue were utilized for expansion of business.

Apart from the above, there was no change in paid up share capital.

The Company has neither issued shares with differential voting rights nor issued sweat equity shares. There is no scheme for employee stock option or provision of money for shares to the Employees or Directors of the Company.

As on the date of this report the paid up share capital as on March 31, 2022 stands at ' 11,39,92,000 (Rupees Eleven Crore Thirty-Nine Lakhs Ninety Two Thousand only) divided into 1,13,99,200 (One Crore Thirteen Lakhs Ninety Nine Thousand Two Hundred) equity shares of ' 10 (Rupees Ten) each. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

6. LISTING FEES

Your Company has paid requisite annual listing fees to BSE Limited (BSE) where its equity shares are listed.

7. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

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

8. PROVISION OF FINANCIAL ASSISTANCE TO THE EMPLOYEES OF THE COMPANY FOR THE PURCHASE OF ITS OWN SHARES

The company has not provided any financial assistance to its employees as per Section 67 of the Companies Act, 2013 (the 'Act").

9. 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 year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

10. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

SUBSIDIARIES

During the year the Company has incorporated a wholly owned subsidiary company in Netherlands viz.'Yasho Industries Europe B.V.' on June 29, 2021. It has been engaged in the marketing, sale, import and export of specialty and fine chemicals.

During the Financial year 2021-22, revenue from operations was ' 80.97 lakhs. Net profit after tax for the financial year 2021-22 was ' 1.51 Lakhs.

13. COST AUDITOR

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company is required to maintain cost accounting records and have them audited every year.

The Board of Directors, on the recommendations of the Audit Committee, has approved the reappointment of M/s Kishore Bhatia and Associates, Cost Accountant (Firm Registration Number: 00294), as Cost Auditor of the Company for the financial year 2022-23, under section 148 of the Companies Act, 2013.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to M/s Kishore Bhatia and Associates, Cost Accountant, is included at Item No 04 of the notice convening the Annual General Meeting.

The Company has maintained cost records as specified under Section 148 of the Act.

14. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company has appointed M/s. Dhrumil M Shah & Co., a Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure B and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark

15. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

16. DIRECTORS OR KEY MANAGERIAL PERSONNEL a) DIRECTORATE

Appointment / Re-Appointment Mr. Yayesh Jhaveri

In accordance with the provisions of Section 152 of the Act, Mr. Yayesh Jhaveri (DIN: 01257668), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr. Yayesh Jhaveri has been given in the Notice convening the Annual General Meeting.

Material Subsidiary

None of the above mentioned subsidiary is a material subsidiary as per the thresholds laid down under the Listing Regulations, as amended from time to time.

The Board of Directors of the Company has approved a Policy for determining material subsidiaries in line with the Listing Regulations. The Policy has been uploaded on the Company's website and can be accessed at https://www.yashoindustries. com/uploads/7/9/4/9/7949862/determination_of_ material_subsidiary_policy-new.pdf

ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2022, the Company does not have any associate and joint venture companies.

11. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year 2022 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors' Report thereon form part of the Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements of each of the subsidiaries, associates and JV Companies in the prescribed Form AOC-1 as Annexure A forms part of the Annual Report.

The Financial Statements of the Subsidiary is also available on the website of the Company and can be accessed at www.yashoindustries.com

12. STATUTORY AUDITOR & AUDIT REPORT

M/s V J Shah & Co, Chartered Accountants (Firm Registration Number: 109823W) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting of the Members held on July 29, 2020 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. They have confirmed to the Company that they are not disqualified from continuing to act as the Statutory Auditors of the Company.

The Statutory Auditors' Report forms part of the Annual Report. There is no audit qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

Mr. Ullal Ravindra Bhat

During the year, the Board of Directors, in their meeting, had approved the appointment of Mr. Ullal Ravindra Bhat as an Additional Director under Independent Director category subject to the approval of shareholders for a period of 5 (Five) years effective from September 14, 2021. Subsequently, the shareholders approved the appointment of Mr. Ullal Ravindra Bhat as an Independent director at the First Extra Ordinary General Meeting for the financial Year 2021-22 held on November 6, 2021.

Mr. Anurag Surana

During the year, the Board of Directors, in their meeting, had approved the appointment of Mr. Anurag Surana as an Independent director subject to the approval of shareholders for a period of 5 (Five) years effective from October 01, 2021. Subsequently, the shareholders also approved the appointment of Mr. Anurag Surana as an Independent director at the First Extra Ordinary General Meeting for the financial Year 2021-22 held on November 6, 2021.

Mr. Vinod Jhaveri

I n terms of Section 152 of the Act, Mr. Vinod Jhaveri, Director, being liable to retire by rotation, was re-appointed by the Members at the AGM held on July 20, 2021.

Cessation

During the period under review, Mr. Ashok Malaviya and Mrs. Mila Desai have resigned from the position of Independent Director, effective from September 14, 2021 and March 8, 2022, respectively.

The Board places on record its appreciation and gratitude for the invaluable contributions made by Mr. Ashok Malaviya and Mrs. Mila Desai during their tenure as Independent Directors of the Company.

b) KEY MANAGERIAL PERSONNEL ('KMP')

There is no change in the KMP of the Company during the year.

c) INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the said conditions of independence. The Independent Directors have also confirmed

that they have complied with the Company's Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses for effective functioning, which are detailed in the Report on Corporate Governance.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications. The details of remuneration paid to the members of the Board of Directors and its Committees are provided in the Report on Corporate Governance.

17. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The details of the required Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Report on Corporate Governance as required under Schedule V of the Listing Regulations.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related regulations. This process inter alia includes providing an overview of the chemical industry, the Company's business model, the risks and opportunities, the new products, innovation, sustainability measures, digitisation measures etc.

Details of the familiarisation programme are also available on the Company's website and can be accessed at www.yashoindustries.com

19. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as working of its Audit, Nomination and Remuneration, Stakeholders' Relationship and Corporate Social Responsibility Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

The exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met on January 31, 2022 without the presence of Non-Independent Directors and members of the management to review the performance of NonIndependent Directors and the Board of Directors as a whole; to review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process.

20. DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2022. There were no unclaimed or unpaid deposits as on March 31, 2022.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT

Since the Company has not accepted any deposits during the financial year ended on March 31, 2022, there has been no non-compliance with the requirements of the Act.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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 C.

22. ANNUAL RETURN

Pursuant to Section 134 and Section 92 of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company's website at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/annual_return_2021-22.pdf

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the financial year were on an arm's length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required Shareholders' approval under Regulation 23 of the Listing Regulations. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 2021-22 and hence does not form part of this report.

The Policy on Related Party Transactions is available on the website of the company at https://www. yashoindustries.com/uploads/7/9/4/9/7949862/ materiality_of_related_party_transactions_policy-new.pdf

24. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a CSR Committee in accordance with Section 135 of the Act.

CSR activities at your Company are in line with the provisions of section 135 read with schedule VII to the act. As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has focused in the areas of education, preventive health care and Rural Development. These projects are in accordance with Schedule VII of the Act and the Company's CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure D and forms an integral part of this Report.

The CSR policy is available on the website of the Company at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/csr_policy.pdf

25. PARTICULARS OF EMPLOYEE

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure E to this Report.

26. NUMBER OF MEETINGS OF THE BOARD

The Board meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. However, if the need arise in case of special and urgent business, the Board's approval is obtained by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met Seven (7) times during the year under review. The details of the number of meetings of the Board held during the Financial Year 2021-22 and the attendance therein forms part of the Report on Corporate Governance.

27. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. I n the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The directors had 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 as at March 31, 2022 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. 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

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

The Company has in place a policy for remuneration of Directors and KMP as well as a well-defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission) and KMP.

The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination & Remuneration Committee and the Board of Directors while selecting candidates. The policy on remuneration of Directors and KMP is available at the website of the Company and can be accessed at https://www.yashoindustries. com/uploads/7/9/4/9/7949862/nomination_and_ remuneration_policy-new.pdf

The Board of Directors of the Company also formulated and adopted the policy on the 'Diversity of the Board'. The details of the same are available at the website of the Company and can be accessed at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/board_diversity_policy-new.pdf

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

To oversee and review the Vigil Mechanism/ whistle-blower function established by the Company to report the genuine concerns against the suspected or confirmed fraudulent activities, allegations of corruption, violation of the Company's Code of Conduct.

The Company will provide adequate safeguards against victimisation of persons who use this mechanism. Such persons shall have direct access to the Chairman of the Audit Committee when appropriate.

The Whistle Blower Policy has been posted on the website of the Company at https://www. yashoindustries.com/uploads/7/9/4/9/7949862/vigil_ mechanism_policy.pdf

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors.

Also, the Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

During the Financial Year 2021-22, such controls were tested and no reportable material weakness in the design or operation was observed.

32. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. The Company has duly approved a Risk Management Policy. The objective of this Policy is to have a well-defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritization of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately addressed or mitigated. Risk Management Plan is available on the website of the Company at https://www. yashoindustries.com/uploads/7/9/4/9/7949862/risk_ management_policy-new.pdf

Further, Regulation 21 of the Listing Regulations mandates that top 1000 listed entities, determined on the basis of market capitalisation, as at the end of the immediate previous financial year

shall constitute a Risk Management Committee. Company's ranking as on March 31, 2022 was on No. 698 (Source: https://www.bseindia.com/downloads1/ Top_1000_Companies_as_on_31March2022_based_ on_market_capitalisation.zip) Accordingly, the Board in its meeting held on April 30, 2022 constituted the Risk Management Committee of the Company in compliance with regulation 21 of the Listing Regulations. The terms of reference, composition of the Committee etc. are provided in the corporate governance section forming part of this Annual Report. The Company has developed and implemented a risk management plan and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of the Company. Your Company continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as finance & taxation, regulatory & compliance, insurance, legal and other issues like cyber security, data privacy, health, safety and environment.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

I nternal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year, no complaint was received by the Company.

34. 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.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

36. CREDIT RATINGS

The following ratings have been reaffirmed / assigned to the Company for its Bank facilities:

Instrument Type

Maturity Size of Issue (' in Million) Date

Rating/Outlook

Rating

Action

Term Loan

March 2026 ' 423.54

(outstanding as of March 2021)

IND BBB/ Stable

Assigned

Fund-Based Limits

- ' 1,100

IND BBB/ Stable/ IND A2

Assigned

Non-Fund-Based Limits

- ' 405.00

IND A2

Assigned

Above ratings are given for the FY 2020-21, Company have not received rating for F.Y. 2021-22.


37. REPORT ON CORPORATE GOVERNANCE

As per Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Report on Corporate Governance practices followed by the Company, together with a certificate received from the Practicing Company Secretaries confirming compliance is attached.

38. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34(2) of the Listing Regulations is annexed as Annexure F and forms an integral part of this Report.

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: During the Financial Year 2021-22, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

40. The details of difference between the amount of valuation at the time of one-time settlement and the valuation done at the time of taking a loan from the banks or financial institutions along with the reasons thereof:

During the Financial Year 2021-22, the Company has not made any settlement with its Bankers from which it has accepted any term loan.

41. CAUTIONARY STATEMENT

Statements in the Director's Report and the Management Discussion and Analysis describing the Company's objectives, expectations or predictions, 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 the Company's operations include: global and domestic demand and supply conditions, and other business policies, changes in government regulations and tax laws, overall economic growth rate etc., economic developments within India and the countries within which the Company conducts business etc.

42. ACKNOWLEDGMENTS

Your Directors wish to place on record sincere gratitude and appreciation, for the contribution made by the employees at all levels for their hard work, support, dedication towards the Company.

Your Directors thank the Government of India and the Government of Gujarat and Maharashtra for their co-operation and appreciate the relaxations provided by various Regulatory bodies to facilitate ease in compliance with provisions of law.

Your Directors also wish to thank employees, customers, business associates, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors

Vinod Harilal Jhaveri

Place: Mumbai Chairman and Executive Director

Date: April 30, 2022 DIN: 01655692