Trident Texofab Ltd

Board's Report

To,

The Members,

Trident Texofab Limited

Your Directors are pleased to present the 16th Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended on March 31, 2024.

1. FINANCIAL RESULT:

2. BUSINESS OVERVIEW:

The Key highlights pertaining to the business of the Company for the year 2022-23 and period subsequent there to have been given hereunder. (Amounts in Lacs).

Your Directors inform you that, during the year under review, Your Company has revenue from operations of Rs.9,948.35 and EBITDA of 654.41 as against Rs.9,635.63 and Rs.821.16 respectively in the previous year. During the year under review the Company has earned net profit after tax amounting to Rs.107.98 as against Rs.221.84 in the previous year. The Company's earnings per share were Rs.1.07 during the current year. Your Directors are hopeful to achieve better financial performance in the coming years.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

• Dividend:

The Board of directors does not recommend a dividend for the year under review.

• Transfer to Reserve:

The Board of Directors have not proposed to transfer any amount to any Reserve. Therefore, entire profits of Rs.107.98 Lakhs earned during the financial year 2023-24 have been retained in the profit and loss account.

• Bonus Shares:

During the year the Company has not allotted any Bonus Shares to its members.

5. RIGHT ISSUE:

During the year the Company has not issued any Right shares to its members.

6. DEPOSITORY SYSTEM:

As members are aware, the Company's shares are compulsorily tradable in the electronic form. As on March 31, 2024, 100% of the Company's total paid-up capital representing 1,00,70,100 equity shares were in dematerialized form.

7. CHANGE IN THE NATURE OF THE BUSINESS:

There was no change in the nature of the business during the financial year 2023-24.

8. SHARE CAPITAL:

Your Company's Authorized, issued and Subscribed Equity Share Capital is Rs.12,00,00,000/- (Rupees Twelve Crore only) divided into 1,18,00,000 (One Crores Eighteen Lacs only) equity share of Rs.10/- (Rupees Ten only) each and 2,00,000 (Two Lacs) Preference Shares of Rs.10/- (Rupees Ten only) each.

Your Company's paid-up Equity Share Capital as on March 31, 2024 was Rs.1,007.01 Lacs, comprising 1,00,70,100 equity shares of Rs.10 each, fully paid up.

As on the date of this report, all equity shares of the Company are continuance listed on main Board of BSE w.e.f. October 20, 2020 and the Company has paid the annual listing fees for the year 2024-25.

9. CREDIT RATING:

The details on Credit Rating are set out in the Corporate Governance Report, which forms part of this report.

10. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

There were no Subsidiaries, Associates and Joint Ventures of the Company during the period under review.

11. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The Company has duly complied with the provision of Section 186 of the Companies Act, 2013 and Rules made there under. Details on loans or investments are mentioned in financial statements of this Annual Report.

12. INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the Company has not transferred any amount to the Investor Education and Protection Fund.

13. EMPLOYEE STOCK OPTION:

The Company has not issued any Employee Stock Option.

14. RELATED PARTY TRANSACTIONS:

Your Company has implemented a policy on Related Party Transactions and the said Policy is available on the Company's website: www.tridenttexofab.com

All contracts, arrangements and transactions entered by the Company with related parties during the financial year 2023-24 were in the ordinary course of business and on an arm's length basis.

During the financial year under review, there were no contracts, arrangements or transactions entered during financial year 2023-24 that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 2023-24 and hence does not form part of this report.

Further, all such contracts/arrangements/transactions were placed before the Audit Committee and Board, for their approval. Prior approval/s of the Audit Committee/Board are obtained on an annual basis, which is reviewed and updated on quarterly basis.

15. DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2023-24 or the previous financial years. Your Company did not accept any deposit during the year under review.

16. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure-A hereto and forms part of this report.

17. PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure-B.

Further, no employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence no information as required under the provisions of Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report.

Further, no employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the Rule.

In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee of the Board of Directors approved the 'Board Diversity and Remuneration Policy, which is available on the website of the Company www. tridenttexofab.com.

18. EQUAL EMPLOYMENT OPPORTUNITIES:

Being an equal opportunity employer, the Company will do its utmost to ensure that all of its employees are treated fairly during the period of their employment irrespective of their race, religion, sex (including pregnancy), color, creed, age, national origin, physical or mental disability, citizenship status, ancestry, marital status veteran status, political affiliation, or any other factor protected by law. All decisions regarding employment will be taken based on merit and business needs only.

19. ANNUAL RETURN:

In Compliance with the provision of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return in Form MGT-7 for the Financial Year 2023-24, is made available on the website of the Company at https://www. tridenttexofab.com.

20. CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34(3) read with Part-C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Report on Corporate Governance is annexed hereto and forms part of this Report. (Annexure-C) Your Company is committed to transparency in all its dealings and places high emphasis on business ethics.

The requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by CS Mehul Amareliya, Company Secretary in Practice (C.P. No. 24321), pertaining to the compliance of the conditions of Corporate Governance, is also annexed (Annexure-D) hereto which forms part of this Report.

21. RISK MANAGEMENT:

Risk Management is the systematic process of understanding, measuring, controlling and communicating an organization's risk exposures while achieving its objectives. Risk Management is an important business aspect in the current economic environment and its objective is to identify, monitor and take mitigation measures on a timely basis in respect of the events that may pose risks for the business. The Company's risk-management strategy is to identify, assess and mitigate any significant risks. We have established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management levels. The Board of Directors regularly reviews risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation. A detailed report on significant risks and mitigation is forming part of Management's Discussion and Analysis.

22. INSURANCE:

The Company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and also as required under the various legislative enactments.

23. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) read with 134(5) of the Act, your Directors confirm that:

(a) The applicable accounting standards have been followed along with proper explanation relating to material departures, if any, in the preparation of the annual accounts;

(b) appropriate accounting policies have been selected and applied consistently and judgments 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 the Company at the end of the financial year and of the profit of the Company for that period;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all the applicable laws have been devised and that such systems are adequate and are working effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and relevant Board Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

24. INTERNAL CONTROL SYSTEM:

Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed. The Internal Auditor certifies on the assurance of adequacy of Internal Control System on quarterly basis which are regularly reviewed by the Audit Committee. Independence of the audit is ensured by the direct reporting of internal audit functions to the Audit Committee of the Board.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors of your Company are well experienced with expertise in their respective fields of technical, finance, strategic and operational management and administration. None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Act.

Mr. Jenish Jariwala, Chief Financial Officer has resigned from the post of Company with effect from April 24, 2023 due to his personal reasons. In his Place Mr. Rahul Jariwala appointed as Chief Financial Officer of the Company w.e.f. April 25, 2023.

Mr. Rushi Hemantkumar Jagani, (DIN: 09756089 has tendered his resignation from the post of an Independent Directors of the Company due to his personal reasons and other professional commitments with effect from June 02, 2023. The Board places on record its sincere appreciation for his services and expert inputs provided during his tenure as the Independent Directors of your Company.

Mrs. Vrusti Patel (DIN: 08772077) has tendered her resignation from the post of an Independent Directors of the Company due to her personal reasons and other professional commitments with effect from July 15, 2023. The Board places on record its sincere appreciation for her services and expert inputs provided during her tenure as the Independent Directors of your Company.

Dr. Mishal Shailesh Patel (DIN: 10250091) has been appointed as additional Non-Executive Independent Director of the Company w.e.f. August 10, 2023 on recommendation of the Nomination and Remuneration committee and Regularized as Non-Executive Independent Director at the previous Annual General Meeting held on September 29, 2023.

Mr. Deepak Prakashchandra Gandhi (DIN: 08256996) has tendered his resignation from the post of an Executive Directors of the Company due to his health issue with effect from October 11, 2023. The Board places on record its sincere appreciation for his services and expert inputs provided during his tenure as the Executive Directors of your Company.

Mr. Rahul Jariwala, Chief Financial Officer has resigned from the post of Company with effect from February 14, 2024 due to his personal reasons. In his Place Mr. Jenish Jariwala appointed as Chief Financial Officer of the Company w.e.f. February 15, 2024.

Pursuant to provisions of Companies Act, 2013 ('Act'), Mr. Manish Dhirajlal Halwawala (DIN: 08958684), who is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing AGM. Further, the Nomination & Remuneration Committee and the Board of directors have recommended his re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.

Brief resume of Mr. Manish Dhirajlal Halwawala and their educational/professional qualifications, nature of working experience, achievements, name(s) of the companies in which he holds Directorships, Memberships and Chairmanships in various Committees and his relationship between directors inter-se are provided in the notice convening the 16th AGM of your Company.

The composition of the Board complies with the requirements of the Companies Act, 2013 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") as on the year ended on March 31, 2024.

1. Board Meetings:

The Board of Directors met 09 times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The details thereof are given in the Corporate Governance Report forming part of the Annual report.

Audit Committee

During the financial year, the Audit Committee of the Board was re-constituted on July 15, 2023 and August 10, 2024.

Post reconstitution and as on March 31, 2024, the composition of the Audit Committee shall be as under:

All recommendations made by the Audit Committee were accepted by the Board during the year 2023-24. The brief details of the Audit Committee are given in the Corporate Governance Report forming part of the Annual Report.

Nomination and Remuneration Committee

During the financial year, the Nomination and Remuneration Committee of the Board was re-constituted on August 10, 2024.

Post reconstitution and as on March 31, 2024, the composition of the Nomination and Remuneration Committee shall be as under:

The brief details of the Nomination and Remuneration Committee are given in the Corporate Governance Report forming part of the Annual Report.

Stakeholders Relationship Committee

The Committee reviews and ensures redressal of investor grievances. The Stakeholders Relationship Committee of the Board was reconstituted on July 15, 2023 and August 10, 2023.

Post reconstitution and as on March 31, 2024, the composition of the Stakeholders Relationship Committee shall be as under:

The brief details of the Stakeholders Relationship Committee are given in the Corporate Governance Report forming part of the Annual Report.

Details of Investors grievances/Complaints:

During the financial year 2023-24, Company has received NIL Complaints received from the Investor. No pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on March 31, 2024. There were no pending requests for share transfer/dematerialization of shares as of March 31, 2024.

Management Committee

The Management Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. The Management Committee met 3 (Three) times during the year. The details pertaining to the composition are included in the Corporate Governance Report, which is a part of this report.

3. Meeting of Independent Directors:

A separate meeting of the Independent Directors of the Company for FY 2023-24 was on March 13, 2024 where all the Independent Directors were present under the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

26. DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(7) of the Act and Regulation 16(1)(b) of the Listing Regulations, your Company has received individual declarations from all the Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and the Rules made thereunder. The Independent Directors have also confirmed that there has been no change in the circumstances which may affect their status as Independent director and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence and that they are independent of the management.

27. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Board is regularly updated on changes in statutory provisions, as applicable to Company. The Board is also updated on the operations, key trends and risk universe applicable to Company's business. These updates help the Directors in keeping abreast of key changes and their impact on Company. An annual strategy retreat is conducted by Company where Board provides its inputs on the business strategy and long- term sustainable growth for Company. Additionally, the Directors also participate in various programmes/meetings where subject matter experts apprise the Directors on key global trends. The policy is available at the Company's website www.tridenttexofab.com.

28. EVALUATION OF BOARD'S PERFORMANCE:

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. This evaluation was led by the Chairman of the Nomination and Remuneration Committee with specific focus on performance and effective functioning of the Board. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations. The Board evaluation was conducted through questionnaires designed with qualitative parameters and feedback based on ratings. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. The performance of the Board and its Committees, individual Directors, and Chairpersons were found satisfactory.

29. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaluated include participation and contribution by a Director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity, expertise and experience (including the proficiency) and maintenance of confidentiality and independence of behavior and judgment.

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy for the 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. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company's website viz. www. tridenttexofab.com.

31. PREVENTION OF INSIDER TRADING:

The Company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Insiders ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations).

The Code is applicable to Promoters and Promoter's Group, all Directors and such Designated Employees (includes Relatives of Designated Person) and any other person covered under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations) who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated 'The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT Regulations. This Code is displayed on the Company's website viz. www. tridenttexofab.com.

32. CODE OF CONDUCT:

The Company has adopted Code of Business Conduct & Ethics ("the Code") which is applicable to the Board of Directors, Senior Management, Key Managerial Personnel, Functional heads and all professionals serving in the roles of finance, tax, accounting, purchase and investor relations of the Company. The Board of Directors and the members of the Senior Management Team (one level below the Board of Directors) of the Company are required to affirm annual Compliance of this Code. A declaration signed by the Chairman and Managing Director of the Company to this effect is placed at the end of this report as Annexure E. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in a professional, courteous and respectful manner. The Code is displayed on the Company's website viz. www.tridenttexofab.com.

33. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE:

The Company is conscious of the importance of environmentally clean and safe operations. The Company's 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. As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. Besides, redressal is placed on the intranet for the benefit of employees.

Following is a summary of sexual harassment complaints received and disposed off during FY. 2023-24:

34. STATUTORY AUDITORS AND INDEPENDENT AUDITOR'S REPORT:

M/s. Shah Kailash & Associates LLP., (previously known by M/s. Shah Kailash & Associates) Chartered Accountants, (Firm Registration No. 109647W) have been appointed as the Statutory Auditors of your Company for a tenure of 5 (five) years from July 29, 2019. The Auditor's Report given by M/s. Shah Kailash & Associates LLP (previously known by M/s. Shah Kailash & Associates), Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2024, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report. The Auditors' Report for the year is self-explanatory & does not contain any modified opinion, hence need no comments.

The Members of the Company at the 11th Annual General Meeting ('AGM') held on July 29, 2019, had approved the appointment of M/s. Shah Kailash & Associates LLP (previously known as M/s. Shah Kailash & Associates), (Firm Registration No. 109647W), as the Statutory Auditor of the Company for a term of five consecutive years, till the conclusion of the 16th AGM to be held in the year 2024.

After evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Board of Directors of the Company ('Board') has, based on the recommendation of the Audit Committee, proposed the reappointment of M/s. Shah Kailash & Associates LLP, as the Statutory Auditor of the Company, for the second consecutive term of Four Years (FY 2024-25 to FY 2027-28) from the conclusion of 16th AGM till the conclusion of 20th AGM of the Company to be held in the year 2028, at a remuneration as may be mutually agreed between the Chairman and the Statutory Auditor.

35. REPORTING OF FRAUDS:

There have been no frauds reported under sub-section (12) of Section 143 of the Act, during the financial year under review, to the Audit Committee or the Board of Directors.

36. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Company has appointed CS Mehul Amareliya, Company Secretary in Practice (C.P. No. 24321) as the Secretarial Auditors for the financial year 2023-24 in accordance with Section 204 of the Act. The Report on Secretarial Audit for the financial year 2023-24, in Form MR-3, is annexed hereto as Annexure F and forms part of this Report.

37. SECRETARIAL STANDARDS:

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

38. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s Purshottam Khandelwal & Co, Chartered Accountant as an Internal Auditor of the Company, for the financial year 2023-24. The audit committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

39. COST RECORDS AND AUDIT:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

40. LOAN FROM DIRECTORS:

During the year under reporting, the Company has taken Rs.448.63 Lakhs Unsecured Loan from directors and relatives

of directors and repaid of Rs.483.24 Lakhs and closing balance was Rs.498.34 Lakhs. Pursuant to rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 declaration has been received from them that the amount has not been given out of the funds acquired by them, either by borrowings or by accepting loans or deposits from others. Refer Note No. 29 of the Financial Statement.

41. KEY MANAGERIAL PERSON:

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with rules framed thereunder the following persons are the key Managerial Personnel of the Company.

1) Mr. Hardik Jigishkumar Desai,

Managing Director

2) Mr. Chetan Chandrakant Jariwala,

Whole-Time Director

3) Mr. Rahul Jariwala, Company Secretary and Compliance Officer

4) Mr. Jenish Bharatkumar Jariwala,

Chief Financial Officer

42. GENERAL:

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. Issue of equity shares and differential rights as to dividend, voting or otherwise.

B. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.

C. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

D. Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.

E. Details relating to deposits covered under Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

F. There was no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016.

G. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

43. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation of the wholehearted cooperation received from the Company's Shareholders, Bankers, various authorities of the Governments and business associates.

44. CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include global and Indian demand supply conditions, finished goods prices, feedstock availability and prices, cyclical demand and pricing in the Company's principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation and labour negotiations. The Company is not obliged to publicly amend, modify or revise any forward-looking statement, on the basis of any subsequent development, information or events or otherwise.