Your Directors are pleased to present the Thirty Sixth 36th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2024.
1. FINANCIAL PERFORMANCE:
The Financial Performance of the Company for the financial year ended 31st March, 2024 is summarized below:
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(Amount in lakhs)
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PARTICULARS
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Current year (For the year ended 31.03.2024)
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Previous Year (For the year ended 31.03.2023)
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Sales
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7727.18
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7830.09
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Other Income
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50.55
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77.80
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Total Income
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7777.73
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7907.89
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Depreciation
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127.20
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130.79
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TAX
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353.44
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329.69
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Current Tax
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128.50
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102.80
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Tax Expenses related to prior year
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8.19
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4.64
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Deferred Tax
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(14.24)
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(5.96)
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Profit/(Loss) for the year
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230.98
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228.22
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Other Comprehensible Income
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(11.05)
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(8.67)
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Total Comprehensible Income for the year
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219.93
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219.55
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Earnings per share (Rs.) : Basic
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5.50
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5.43
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Diluted
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5.50
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5.43
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2. OVERVIEW OF COMPANY'S PERFORMANCE
The Key points pertaining to the business of the Company for the year 2023-24 and period preceding thereto have been given hereunder:
• The total revenue of the Company during the financial year 2023-24 was Rs. 7,777.73/-(Amount in Lakhs) against the total revenue of Rs. 7,907.89/- (Amount in Lakhs) in the previous financial year 2022-23.
• The Profit after tax was Rs. 230.98/- (Amount in Lakhs) for the financial year 2023-24 which has increased as compared to the Profit after tax of Rs. 228.22/- (Amount in Lakhs) in the previous financial year 2022-23.
3. SHARE CAPITAL
The authorised Share Capital of the company is Rs. 5,00,00,000 (Five Crore Rupees only) divided into 50,00,000 equity Shares of Rs.10/-.
The Paid-up Share capital of the Company as on March 31, 2024 is Rs. 4,20,00,000 divided into 42,00,000 equity shares of Rs. 10/- each fully paid up. There is no increase in capital of the Company.
There was no change in the share capital of the Company during the year under review.
4. STATE OF COMPANY'S AFFAIRS
Pursuant to Section 134 (3) (i) of the Companies Act, 2013, the board of directors State that during the year under review, the Company has earned profit after tax of Rs. 230.98 (Amount in Lakhs). Your directors are continuously looking for avenues for future growth of the Company.
5. DIVIDEND:
Keeping in view the future strategic initiatives of the Company, Pursuant to section 134(3)(k) of the Companies Act,2013 the Board has not recommended any dividend for the year ended 31 March, 2024.
6. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND & SHARE APPLICATION MONEY TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the Company was not required to transfer any dividend amount to account of IEPF.
7. TRANSFER TO RESERVES:
For the financial year ended 31st March, 2024, the Company is not carrying any amount to General Reserve Account.
8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate and effective internal controls to provide reasonable assurance on achievement of its operational, compliance and reporting objectives. The Company has
reviewed and discussed with the Management the Company's major financial risk exposures and taken steps to monitor and control such exposure.
9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:
Your Company does not have any Subsidiary or Joint Venture or Associate Company.
10. DEPOSITS:
During the year ended March 31, 2024, the Company has not accepted any public deposits during the Financial Year.
11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to prepare the business responsibility and sustainability report.
12. Disclosure relating to Managerial remuneration:
The remuneration details of paid to the Directors in accordance with the Nomination and Remuneration policy formulated in accordance with section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR (including any statutory modification(s) or reenactments) thereof for the time being in force).
The remuneration details of Directors and Key Managerial Personnel and ratio of remuneration of each Director and Key Managerial Personnel to the median of employees' remuneration as per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and names and particulars of remuneration of top ten employees in terms of remuneration drawn in accordance with the provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report as "Annexure-A"
13. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI"), i.e. Secretarial Standard-1 ("SS-1") and Secretarial Standard-2 ("SS-2"), relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly complied by the Company.
14. STATUTORY AUDITORS:
At the 33rd Annual General Meeting held on 29th day of September, 2022, M/s J.T. Shah & Associates, Chartered Accountants (FRN: 109616W) was appointed as statutory auditors of the company to hold office till the conclusion of the 38th Annual General Meeting to be held for the financial year 2026-2027.
There are no qualifications or adverse remarks in the Auditors' Report which require any Clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st March, 2024 is annexed herewith for your kind perusal and information as "Annexure: B".
15. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing Regulations, the Company has appointed M/s Govil Rathi & Associates, Company Secretary in Practice, to undertake Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2023-24 submitted by him in the prescribed form MR-3 forms part of this Annual Report as "Annexure-C".
A Secretarial Compliance Report for the FY ended March 31, 2024 on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from M/s Govil Rathi & Associates, Company Secretary in Practice, and submitted to the stock exchange.
16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:
During the year under review, 9 (Nine) meetings of the Board of Directors were held. Details on Composition of the Board and its Committees, including the dates and terms of reference is provided in the Corporate Governance Report which forms part of this Annual Report.
17. MATERIAL CHANGES AND COMMITMENTS:
There are no such material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year ended March 31, 2024 and the date of report.
18. PARTICULARS OF EMPLOYEE:
There are no employees employed by the Company throughout the financial year or for a part of the financial year who were drawing remuneration above the limits provided in section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and therefore there are no details required to be given in the report.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Mr. Vishal Vijay Bhai Agarwal (DIN: 01763739) who retires by rotation, and being eligible, has offered himself for reappointment. The Board has recommended his reappointment.
b) Declaration by an Independent Director(s): A declaration by an Independent Directors that they meet the criteria of independence as provided in subsection (6) and (7) of Section 149 of the Companies Act, 2013 has not been received and there has been change in the circumstances affecting their status as Independent Directors of the Company, As both the Independent Directors, Nupur Bipinchandra Modi (DIN: 08261303) and Gunjan Yogesh Pandya (DIN: 08493307), have not cleared the Online Proficiency Self-Assessment Test within the stipulated timeframe specified by the Indian Institute of Corporate Affairs (IICA), and are not exempt from giving the examination, as on the current date their failure to attempt the Online Proficiency Self-Assessment Test makes them ineligible to hold the position of Independent Director.
c) Key Managerial Personnel (KMP's):
In accordance with the section 203 of the Companies Act, 2013, Mr. Vishal Vijay Bhai Agarwal, CFO, and CS Niharika Modi, Company Secretary and Compliance Officer, continued to be the KMP of the company.
d) The Board of Directors wishes to inform the members of the Company that a casual vacancy has arisen in the position of Independent Director due to the sad demise of Mr. Harish Kumar Joshi on 8th December 2023. This vacancy has not yet been filled due to the unavailability of an eligible candidate who meets all the criteria for appointment as an Independent Director, as specified by the Indian Institute of Corporate Affairs (IICA).
e) Certificate from Practicing Company Secretary
Pursuant to Regulation 34(3) and Schedule V, Para C, Clause 10(i) of the Listing Regulations, Mr. Govil Rathi, Practicing Company Secretary, Ahmedabad, has certified that none of the Directors on the Board of the Company, have been debarred or disqualified from being appointed or continuing as Directors by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs, or any other statutory authority. However, the Independent Directors are not eligible to continue in their positions in the Company as they have not cleared the Online Proficiency SelfAssessment Test and further their profile has been disabled from Independent Director's Data bank, this makes them ineligible from being re-appointed as Independent Directors of the Company in accordance with statutory requirements. The said certificate from the Practicing Company Secretary forms part of this Annual Report.
20. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Act, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
21. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The investment in other securities is within the authority given to the Board by the shareholders under Section 186 of the Companies Act, 2013.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions were entered during the financial year were the ordinary course of business and on an arm's length basis in terms of provisions of the Act. As per the requirement under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), approval of the Audit Committee was obtained for all the Related Party Transactions. During the year under review there were no materially significant related party transactions entered by the Company with the related parties which may have a potential conflict with the interests of the Company.
A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions. Since all the Related Party Transactions entered into during the Financial Year were on an arm's length basis and in the ordinary course of business, All the required details are mentioned herein in Form AOC-2 as prescribed under Section 134(3)(h) the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed to this Board's Report as "Annexure D".
24. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:
I. In the preparation of the Annual Accounts for the financial year ended March 31, 2024, 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 31st March, 2024 and of the profit /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 for the financial year ended March 31, 2024 on a going concern basis;
V. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
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.
25. RISK MANAGEMENT POLICY:
A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.
The Board of Directors has duly developed and implemented a risk management policy for the company. The Policy mandates the ways in which respective risks are expected to be mitigated and monitored.
26. CODE OF CONDUCT:
The Board has laid down a Code of Conduct for Board Members and for Senior Management and Employees of the Company (Code). All the Board Members and Senior Management Personnel have affirmed compliance with these Codes. A declaration signed by the Managing Director to this effect is enclosed at the end of this Report.
The Board has also laid down a Code of Conduct for Independent Directors pursuant to section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and is uploaded on the website of the Company.
The same could be viewed from the Website of the Company: https://www.decomicaltd.com/pdf/Code%20of%20Conduct%20of%20Board%20of%20Direc tors%20and%20Senior%20Management%20personnel.pdf
27. INTERNAL AUDITORS:
The Board of Directors of the Company have appointed M/s Nimesh M. Shah & Co., Chartered Accountants, Ahmedabad (FRN: 115204W) as Internal Auditors to conduct Internal Audit of the Company for the financial year ended March 31, 2024.
28. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company promotes ethical behavior in all its business activities and has put in implementation of a mechanism wherein the Employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Company's Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company or the Compliance Officer of the Company.
The Whistle Blower Policy has been appropriately communicated within the Company. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee.
The same could be viewed from the Website of the Company: https://www.decomicaltd.com/pdf/Vigil%20Mechanism%20Policy.pdf
29. DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT.2013
The Company has been employing six woman employee. The Company has in place an Anti harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up to redress complaints received regularly, is monitored and directly report to the Chairman & Managing Director. There was no complaint received from employee during the financial year 2023-24 and hence no complaint is outstanding as on 31.03.2024 for redressal.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going Concern status of your Company and its operations in future.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION :
The Details of Energy and Technology Absorption are as under:
i. CONSERVATION OF ENERGY:
The Company continues its endeavor to improve energy conservation and utilization.
(i) The steps taken or impact on conservation of energy;
The Company continues to endeavor to improve energy conservation and utilization.
(ii) The steps taken by the company for utilising alternate sources of energy;
The Company is in the process of searching the best available alternate source of Energy in Laminates Industry sector
(iii) The capital investment on energy conservation equipment's;
The Company is in the process of searching the best available alternate source of Energy in Laminates Industry sector.
ii. Technology Absorption:
a) The Efforts made toward technology absorption:
Indigenously developed technologies for the improvement of production in the factory were adopted and required modifications and innovations were done on continuous basis.
b) The benefits derived like product improvement , cost reduction , product development or import substitution:
The innovations made by the Company has provided better results in quality and production and also reducing the involvement of manual workers without increasing the overall cost of production and maintenance.
c) In case of imported technologies (imported during last years reckoned from the beginning of financial year:
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The details of technology imported:
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Nil
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The year of import:
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Nil
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Whether the technology been fully absorbed:
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Not applicable
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If not fully absorbed, areas where absorption has not taken place and the reasons thereof
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Not applicable
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iii. Foreign exchange earnings and Outgo:
a) The Foreign Exchange earned in terms of actual inflows during the year: Rs. 25,62,07,674.30
b) The Foreign Exchange outgo during the year in terms of actual outflows: Rs. 13,53,66,428.75
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the Listing Regulations), is presented in a separate section forming part of this Annual Report. "ANNEXURE-E"
33. DETAILS OF COMPANY'S CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 134 (3) (o) of the Companies Act, 2013 board of directors' state that the provisions of the Corporate Social Responsibility as contained under the Companies Act, 2013 are not applicable to the Company.
34. ANNUAL RETURN ON THE WEBSITE OF THE COMPANY
Pursuant of Section 134 (3) (a), the board of directors declare that the Annual return of the company for the financial year 2023-24 is uploaded on the website of the company at https://www.decomicaltd.com/
35. CFO CERTIFICATION
The CFO/CEO certification on the financial statement of the Company as required under Regulation 17(8) of the SEBI (ICDR) Regulations, 2015 forms part of this Annual Report as "ANNEXURE-F".
36. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as required under Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report. The Corporate Governance is not applicable to the Company for the F.Y. 2023-24. Further as required under Regulation 17(8) of the Listing Regulations, a certificate from the Managing Director and Chief Financial Officer is annexed with this Report as "ANNEXURE-G"
37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year under review, there were no applications made or proceedings pending in the name of the company under the insolvency and Bankruptcy Code, 2016.
38. 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.
During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.
39. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All Independent Directors are familiarized with the operations and functioning of the Company. The details of the familiarization program are provided in the Corporate Governance Report.
40. ACKNOWLEDGEMENT:
The Directors place on record deep appreciation and gratitude for the co-operation and assistance received by the Company from the staff and employees. The Board further thanks bankers, business associates, regulatory and government authorities for their continued support to the Company.
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