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Ess Dee Aluminium LtdIndustry : Aluminium and Aluminium Products
BSE Code:532787NSE Symbol: ESSDEEP/E(TTM):0
ISIN Demat:INE825H01017Div & Yield %:0EPS(TTM):0
Book Value(Rs):-373.06115Market Cap ( Cr.):5.74Face Value(Rs):10
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Dear Members,

Your Directors are pleased to present the Fourteenth Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2019.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial highlights of the year are:

(Rs. in Lacs)

Particulars Consolidated Standalone
2019 2018 2019 2018
Total Income 16.09 68.67 53.15 56.66
Total Expenditure 20,634.00 56,954.30 19,371.97 50,159.13
Profit/(Loss) before Tax (20,617.91) (56,885.63) (19,318.82) (50,102.47)
Exceptional Items (58,918.73) - (58,312.37) -
Less Provision for Taxation - - - -
Net Profit/(Loss) after Tax (79,536.64) (56,885.63) (77,631.19) (50,102.47)
Appropriation:
Transfer to General Reserve -- -- -- --
Transfer to Debenture Redemption Reserve -- -- -- --
Proposed Dividend -- -- -- --
Dividend Distribution Tax -- -- -- --
Earning Per Share (Rs.) Basic (248.18) (177.50) (242.24) (156.34)
Earning Per Share (Rs.) Diluted (248.18) (177.50) (242.24) (156.34)

2. PERFORMANCE REVIEW:

Your Company has done negligible production activity during the financial year ended March 31, 2019, owing to which there are no Income from Operations during the year under review. Further, the Overall Standalone Income has decreased to Rs. 53.15 lacs for the financial year ended March 31, 2019 as compared to last year’s Standalone total income of Rs. 56.66. The Total Standalone Expenditure incurred during the financial year ended March 31, 2019 decreased to Rs. 19,371.97 as compared to Rs. 50,159.13 in the last financial year. The overall loss incurred by your Company in the current financial year has increased to Rs 77,631.19 lacs as compared to the Loss of Rs. 50,102.47 lacs in the previous financial year due to reduction in the expenditure of the Company.

The Overall Consolidated Income for the year under review has also decreased to Rs. 16.09 lacs as compared to last year’s total income of Rs. 68.67 lacs. The consolidated total Expenditure for the financial year ended March 31, 2019 decreased to Rs. 20,634 lacs as compared to Rs. 56,954.30 lacs in the last financial year. The overall consolidated loss incurred by the Company in the current financial year increased to Rs. 79,536.64 lacs as compared to the Loss of Rs. 56,885.63 lacs in the previous year.

During the year the company has made provisions for Impairment of Fixed Assets, Provision for diminution in value of investment, Provision for doubtful debtors/Deposits/Advances to Suppliers and Provision for Balance written back for Creditors/Advance received from customers which is shown as exceptional items in the Profit & Loss Account.

3. SHARE CAPITAL:

During the year under review there was no change in the share capital of the Company and the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

Hence, the Authorised and Paid Up Share capital of the Company as on March 31, 2019 was Rs. 3,714,000,000/- and Rs. 32,04,78,110/- respectively Company during the period under review.

4. TRANSFER TO RESERVE:

During the year 2018-19, the Company has suffered losses and thus has not transferred any amount to reserves.

5. DIVIDEND:

In view of losses incurred during the period under review, the Company does not recommend any dividend on the equity shares for the financial year ended March 31, 2019.

6. PUBLIC DEPOSIT:

The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

7. SUBSIDIARY AND ASSOCIATES

Flex Art Foil Limited (FAFL)

Flex Art Foil Limited is the wholly owned Indian Subsidiary of the Company which provides facilities for printing of Aluminium blister and poly to pharmaceutical companies for their packaging solutions at various locations across the country. The policy on material subsidiary is available in the company’s website. www.essdee.in

Ess Dee Aluminium Pte. Limited

Ess Dee Aluminium Pte. Limited is a wholly owned subsidiary Company incorporated in the Republic of Singapore on 15 December, 2011 (hereinafter referred as Foreign Subsidiary).

Information regarding the subsidiaries Companies for the financial year 2018-19 is annexed as (Annexure-I).

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directors during the Financial Year ended March 31, 2019:-

During the year under review, there was no appointment/resignation of Director or Key Managerial Personnel (KMP) in the Company. However, Mr. Madan Mohan Jain, Independent Director of the Company has resigned from the Board with effect from June 13, 2019.

Independent Directors:-

All the Independent Directors of the Company have given requisite declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulations 16 & 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Further the Board of the company provides that none of the directors of the Company exceed the limit of directorship prescribed.

Disqualification of Directors under Section 164 (2):-

As per the provisions of Section 164(2) of the Companies Act, 2013, any person who is or has been a director of the Company who has failed to file the financial statements or annual returns for any continuous period of three financial years or has failed to repay the deposits accepted by it or pay interest thereon or to redeem any debentures on the due date or pay interest due thereon or pay any dividend declared and such failure to pay or redeem continues for one year or more, shall not be eligible to be re-appointed as a director of that company or appointed in other company for a period of five years from the date on which the said company fails to do so.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

All the Directors of your Company are disqualified under Section 164 (2) of the Companies Act, 2013 as the Company has defaulted in re-payment of Non-Convertible Debentures issued by the Company. As required by law, this position is also reflected in the Auditors’ Report.

Key Managerial Personnel:-

Pursuant to the provisions of Section 2(51) and 203 of the Companies Act, 2013, Mr. Debdeep Bhattacharya (DIN.00464686) has been appointed as Key Managerial Personnel and Whole Time Director of the Company w.e.f May 30, 2016. Apart from Mr. Debdeep Bhattacharya, the Company has not appointed any other Key Managerial Personnel on the Board of the Company

Following are the Details of Directors on the Board of the Company during the financial year ended March 31, 2019

Sr. No. Name of Directors DIN DATE OF APPOINTMENT
1. Sudip Dutta 00017052 10/02/2004
2. Dilip Phatarphekar 00002600 22/05/2006
3. Gautam Mukherjee 00212505 22/05/2006
4. Madan Mohan Jain 00003580 14/01/2010
5. Debdeep Bhattacharya 00464686 30/05/2016

9. NUMBER OF BOARD MEETING

During the year under review, 5 (Five) Board Meetings and 4 (Four) Audit Committee meetings were held, the details of which are given under Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act and Listing Agreement.

10. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board has on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and senior management and their remuneration. The requisite details as required by Section 134(3) (e) of the Companies Act, 2013, Section 178 (3) and (4) and Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 are annexed as (Annexure-E) of this Report.

11. VIGIL MECHANISM:

The Company has a Whistle Blower Policy to report genuine concerns or grievances & to provide adequate safeguards against victimization of persons who may use such mechanism. The Whistle Blower Policy has been posted on the website of the Company at www.essdee.in.

12. ANTI SEXUAL HARASSMENT POLICY

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. The Company has in place an Anti -Sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 & the Rules made thereunder. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Director’s individually as well as the evaluation of its Audit and other committees. The Performance evaluation was carried out as under:

Committee of the Board

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

Individual Directors

a) Independent Directors:- in accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors on various parameters like engagement, leadership, communication, governance and interest of stakeholders. The Board was of the unanimous view that each Independent Director was a reputed professional and brought his reach experience to the deliberation of the Board. The Board also appreciated the contribution made by all the Independent Directors in guiding the management in achieving growth and concluded that continuance of each Independent Director in the Board will be in the interest of the Company.

None of the Independent Directors have not entered into any transactions with promoter or promoter group, which hold(s) 10% or more shareholding during the financial year under review.

Mr. Gautam Mukherjee and Mr. Dilip Phatarphekar, Independent Directors of the Company are also Directors in M/s. Flex Art Foil Limited, unlisted material subsidiary of our Company.

b) Non Independent Director:- The performance of each non-independent Director (including Chairman) was evaluated by the Independent Directors in their separate meeting. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge. The Independent Directors and Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

15. FAMILIARIZATION PROGRAMME

The Company has established a Familiarization Programme for Independent Directors.

As per Reg. 25(7) of SEBI (LODR) in which the Board briefed them about the following points:

a) Nature of the industry in which the Company operates

b) Business model of the Company

c) Roles, rights, responsibilities of independent directors

d) Any other relevant information

16. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgements 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 the end of the financial year ending on March 31, 2019 and of the profit and loss of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have causes to prepare the annual accounts on a ‘going concern’ basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

17. COST AUDITORS

Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time laid down the requirement for appointment of Cost Auditor. By virtue of having negligible turnover during the preceding financial year and since the Company is not meeting the threshold laid down under the Act, theCompany has not appointed any Cost Auditor in the Company.

18. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Amit R. Dadheech & Associates, a firm of Company Secretaries in Practice (CP No. 8952), to undertake the Secretarial Audit of the Company for the year 2018-19. The Secretarial Audit Report is annexed herewith as (Annexure-F).

Clarification in relation to the observation reported in Secretarial Audit Report is given below:

1. The Company is under severe financial stress have virtually negligible level of production and operation being stalled at certain manufacturing units due to liquidity constraints and shall take necessary steps for payment of all the statutory dues to regulatory authorities like Income Tax, Service Tax, Customs, Provident Fund, ESIC etc.

2. The Company has been looking for various options for its revival and shall ensure to make the repayment of debts due to the secured as well as unsecured creditors of the Company including the banks/financial institutions.

3. Due to irregularity/delay in payments to the depositories and intermediaries like NDSL, CDSL, Registrar and Share Transfer Agent (R&T), certain reports have been released by them after the prescribed due date for filing the returns, which have caused delay in filing of certain forms/disclosures to Registrar of Companies, West Bengal and Stock Exchanges where the securities of the Company are listed i.e. BSE and NSE.

4. The Company is not a position to appoint a whole-time key managerial personnel and professional on the Board of the Company such as Company Secretary and Chief Financial Officer looking at the present financial condition of the Company. Also, due to default in repayment of Loans / Debt and classification of Company’s account as Non Performing Asset (NPA), the Company is finding it difficult to identify and appoint a women director on the Board of the Company. Due to this deadlock, the Company has not been able to comply with the relevant provisions of SEBI (Listing and Disclosure Requirements) Regulations, 2015 and the Company is also not in the position to pay the huge penalties levied by the Stock Exchanges for the same.

5. In order to reduce the overheads and overall managerial remuneration, the Company is not a position to appoint Key Managerial Personnel on the Board of the Company and shall take necessary steps to appoint the same them after achieving financial stability.

6. Due to irregularity/delay in payments to the depositories and intermediaries like NDSL, CDSL, Registrar and Share Transfer Agent (R&T), certain reports have been released by them after the prescribed due date for filing the returns, which have caused delay in filing of certain forms/disclosures to Registrar of Companies, West Bengal and Stock Exchanges where the securities of the Company are listed i.e. BSE and NSE.

7. The Company is foreseeing to re-commence the production at all the manufacturing units in the coming financial year.

8. The Company shall take necessary steps for meeting its CSR Obligation in the coming financial year after achieving financial stability.

9. The Company shall take necessary corrective steps to comply with the provisions of Section 197 & 198 read with Schedule V of the Companies Act, 2013

10. The Company is in the process of taking necessary steps for obtaining the possession of the corporate office of the Company by making the necessary payment to the Creditor of the Company.

11. The Company shall take necessary steps to transfer the said amount to Investor Education and Provident Fund (IEPF) in the due course of time

19. REPORT ON CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors’ Report and the certificate from the Auditors of the Company confirming compliance of Corporate Governance norms as stipulated under Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 (SEBI Listing Regulations) is included in the Annual Report as (Annexure-C).

20. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

An Audit Committee of the Board of Directors of the Company has been constituted as per provisions of the Companies Act, 2013 and SEBI (LODR), 2015.

The Internal Audit Function is looked after internally by the finance and accounts department, and reviewed by the audit committee and the management at the regular intervals. The Internal Auditors Reports dealing with Internal Control Systems are considered by the Audit Committee and appropriate actions are taken, whichever necessary.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

22. PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement (Regulations), 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at www.essdee.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature.

However, there were no Related Party Transactions entered into by your Company during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable and thus is not provided hereunder.

23. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company is set out in (Annexure-A) of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

24. RISK MANAGEMENT:

Pursuant to the requirement of Regulation 27 of SEBI Listing Regulations, the Company has a structured Risk Management Policy. The risk management process is designed to safeguard the organisation from various risks through timely and adequate actions. It is designed to anticipate, evaluate and mitigate risk in order to minimise its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the Management Discussion and Analysis Section. As required by Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has framed the Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach and to identifying, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes structured and disciplined approach to risk management in order to guide decisions on risk related issues. Under the current challenging and competitive environment the strategy for mitigating inherent risk in accomplishing the growth plan of the Company is imperative. The common risk inter-alia are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk. It is dealt with in greater details in the Management Discussion and Analysis Section.

25. PARTICULARS OF EMPLOYEES AND REMUNERATION:-

The information required pursuant to Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of remuneration paid to the Directors/ employees of your Company are set out as (Annexure-D).

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 provided as (Annexure-H). Further, we would like to inform that since there were no operations carried out by the Company during the financial year under review, there were no figures for energy and / or technology consumption or foreign exchange earnings and outgo to be reported.

27. EXTRACT OF ANNUAL RETURN

The annual report has been posted on the website of the Company at www.essdee.in.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of this Report. (Annexure-B)

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there was ‘Corporate Insolvency Resolution Process’ (CIRP) initiated against the Company, on a petition filed by Cytech Coatings Private Limited, which was admitted vide an Order of the National Company Law Tribunal (NCLT), Kolkata dated June 18, 2018 under the provisions of the Insolvency and Bankruptcy Code 2016 ("Code / IBC"). The Hon’ble NCLT on June 18, 2018, appointed Mr. Rajendra K. Bhuta as Interim Resolution Professional (IRP) in terms of IBC, who was subsequently confirmed as Resolution Professional (RP) by Committee of Creditors (CoC), constituted under IBC. Mr. Rajendra K. Bhuta, in his capacity as RP, has taken control and custody of the management and operations of the company with effect from June 18, 2018.

However, the Company took necessary steps and settled the matter with the other party and as per the settlement; the disputed amount was deposited with the Registrar, NCLT, Kolkata Bench.

In effect, order(s), passed by the Adjudicating Authority appointing ‘Resolution Professional’, declaring moratorium, freezing of account, and all other order (s) passed by the Adjudicating Authority pursuant to impugned order and action, taken by the ‘Resolution Professional’, including the advertisement, published in the newspaper calling for applications all such orders and actions were declared illegal and are set aside. The application preferred by Respondent under Section 9 of the ‘I&B Code’ was dismissed.

30. MATERIAL EVENTS AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY:

The following material event and commitment occurred during the financial year ended March 31, 2019 and before the date of this report that have significant bearing on the financial position of the Company:

1. Most of the production facilities have faced challenges due to severe financial stress and liquidity constraint, resulting in all the manufacturing units becoming virtually non-operational during the period under review.

2. There were no operations carried out by the Company and thus no operational income was generated during the financial year under review.

3. Suspension of work at one of the manufacturing units of the Company situated at Kamarhati, Kolkata w.e.f. 01 July , 2016.

4. The Company has defaulted in repayment of Non-Convertible Debentures obtained from Life Insurance Corporation of India Limited, which has resulted into disqualification of Directors of the Company.

5. Most of the senior leadership team which was directly responsible for the Company’s business affairs was responsible for overgrown debt burden and consequent financial stress and has left the company.

6. The Company has been looking for various options for its revival. A critical element of the revival plan is settlement of the debt burden and infusion of fresh capital to provide liquidity for re-starting the business. The Company is in discussions with all lenders for resolution of the problems including possible restructuring and one-time settlement. The Company has also sought for and received support from Institutional investors to help in the resolution plan.

7. The Company and the Prospective Investors (including the fund’s manager and/or funds advised by SSG Capital Management and their associates) have continued to look for various options for revival and are in active discussions with existing as well as prospective lenders. Further, SSG Capital Management has, through its asset reconstruction entity in India, taken over the loans given by one bank and is in advanced stage of negotiations for similar restructuring/settling loans of other banks and lenders. The wholly owned subsidiary in Singapore, Ess Dee Aluminium PTE Ltd is the fulcrum and cornerstone of the revival activity and will continue to play a key and pivotal role in the revival process.

31. Fraud Reported by auditors other than those which are reportable to the Central Government 143(12)

During the year under review, the Company has not reported any fraud mentioned under Section 143(12) of the Act.

32. ACKNOWLEDGEMENTS

The Directors record their grateful thanks for the co-operation, support and assistance received from the customers, shareholders, the Government, other statutory bodies, Banks, Solicitors, Distributors, Suppliers and other business associates during these most turbulent times.

The Directors also express their sincere appreciation to the employees at all levels for having risen to meet the several challenges encountered and look forward to their valuable support and commitment in the times ahead.

For and on Behalf of the Board of Directors

Sd/-

Debdeep Bhattacharya

Whole Time Director

DIN: 00464686

September 4, 2019