adhunik industries ltd Directors report

DEAR MEMBERS,

Your Directors take pleasure in presenting the 44^th Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS:

The summarized financial performance of your Company for the financial year ended March 31, 2023 is as under:

( in Lakhs)

Particulars	Year ended
	March 31, 2023	March 31, 2022
Revenue from Operations	74,060.70	53,567.22
Other Income	41.13	48.33
Total Revenue	74,101.83	53,615.55
Earning Before Interest, Depreciation and Taxes (EBIDTA)	1,816.30	1,718.69
Depreciation and Amortization Expenses	564.15	560.73
Finance Costs	538.23	565.93
Profit Before Tax	713.91	592.03
Total Tax Expense	223.19	235.92
Profit After Tax	490.73	356.11
Other Comprehensive Income	(0.30)	4.12
Total Comprehensive Income	490.43	360.23

Note: The Company had prepared its financial statements in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of Companies Act, 2013 read with relevant rules thereunder and other accounting principles generally accepted in India.

OPERATIONS:

Iron & Steel is indispensable for nation building and has a direct linkage with nations health and growth. FY 2022-23 is one of the prosperous year for the Company in terms of turnover, profitability and other financial parameters. There is a marginal increase in prices of finished goods as compared to last year and thus, revenue from operations increased in the same proportion. The Company had achieved EBIDTA of 1,816.30 Lakhs during the period under review as compared to 1,718.69 Lakhs in the last year. Profit before Tax positively increased by 20.59% to 713.91 Lakhs of current year as compared to 592.03 Lakhs of last year. Profit after Tax is also increased by 37.80% to 490.73 Lakhs of current year as compared to 356.11 Lakhs of last year and total comprehensive income is also increased by 36.14% to 490.43 Lakhs of current year as compared to 360.23 Lakhs of last year.

STATE OF THE COMPANYS AFFAIRS:

FY 2022-23 has been overall a good year for the Company in terms of turnover and profitability. The turnover of the Company had moderately increased on account of good demand of finished products as well as improvement in production as compared to last year. However, at the same time prices of raw materials also increased. Thus, overall margins get more or less at the same level. Your Company had managed the situation at its end and achieve the moderate result by taking appropriate decision by the management of the Company keeping in mind the prevailing market trends. The overall state of affairs of the Company keeping in mind the present market scenario is satisfactory.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION:

There is no such material change and commitment affecting the financial position of your Company which have occurred between the end of the financial year of your company to which the financial statements relate and the date of the report.

CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY:

Your company is engaged in the activity of manufacturing of steel related rolled products such as TMT, Wire rods, H.

B. Wire etc. and providing related services. Further, the Company is also involved in generation of electricity through Wind Power. There is no change in the nature of business during the period under review.

INDUSTRY SCENARIO AND OUTLOOK:

Steel is one of the worlds most innovative and essential materials. Steel is infinitely recyclable and exceptionally strong and offers an array of sustainable benefits. Since it is produced in every region of the world, steel generates jobs and economic growth. The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to Indias manufacturing output.

The Indian steel industry is modern with state-of-the-art steel mills. It has always strived for continuous modernization of older plants and up-gradation to higher energy efficiency levels. Indian steel industry is classified into three categories - major producers, main producers and secondary producers.

Steel is a product of large and technologically complex industry having strong forward and backward linkages in terms of material flows and income generation. It is also one of the most important products of the modern world and of strategic importance to any industrial nation. From construction, industrial machinery to consumer products, steel finds its way into a wide variety of applications. It is also an industry with diverse technologies based on the nature and extent of raw materials used.

India is the worlds second-largest producer of crude steel. In FY22, the production of crude steel and finished steel stood at 133.596 MT and 120.01 MT, respectively. The consumption of finished steel stood at 105.751 MT in FY22. Between April-December 2022, Indias finished steel consumption stood at 75.34 MT. In April-July 2022, the production of crude steel and finished steel stood at 40.95 MT and 38.55 MT respectively. In FY23 (until January 2023), the exports and imports of finished steel stood at 5.33 MT and 5.00 MT, respectively. In FY22, exports and imports of finished steel stood at 13.49 MT and 4.67 MT, respectively. In FY22, Indias export rose by 25.1% YoY, compared with FY21 i.e. 9.49 MT of finished steel.

The annual production of steel is anticipated to exceed 300 million tonnes by 2030-2031. By 2030-31, crude steel production is projected to reach 255 million tonnes at 85% capacity utilisation achieving 230 million tonnes of finished steel production, assuming a 10% yield loss or a 90% conversion ratio for the conversion of raw steel to finished steel. With net exports of 24 million tonnes, consumption is expected to reach 206 million tonnes by the years 2030-2031. As a result, it is anticipated that per-person steel consumption will grow to 160 kg.

India has enormous scope and untapped potential to increase steel consumption in almost all sectors, especially in automobiles, engineering industries and infrastructure development. Indias GDP growth is likely to move higher in the coming years due to compulsive focus by policy makers for development of infrastructures & other sectors.

Your company is one of the major key players among the various players in the rolling mill industry in the Durgapur region of West Bengal. It operates with a vision to become industry leader in zone which inspires its stakeholders and a well-defined business plan with planned strategy give hope to achieve its vision.

DIVIDEND AND RESERVES:

In view of meeting capital requirements of the Company through ploughing back of profit in the business, the Directors of your Company are intend to retain the surplus profits in the business itself. Therefore, no dividend is being recommended.

During the period under review, no amount was transferred to General Reserve.

SHARE CAPITAL:

During the financial year under review, there is no change in the capital structure of the Company and accordingly the issued, subscribed and paid up share capital of your Company stood at 46,76,37,500/- (Rupees Forty Six Crores Seventy Six Lakhs Thirty Seven Thousand Five Hundred Only) comprising of 4,67,63,750 (Four Crores Sixty Seven Lakhs Sixty Three Thousand and Seven Hundred and Fifty) number of Equity shares of 10/- each fully paid up as on March 31, 2023.

The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise and neither issue any shares (including sweat equity shares) to employees of the Company under any scheme, raise any funds through preferential allotment or through qualified institutions placement. Further, there are no shares lying in the suspense account during the period under review.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES INDUSTRIAL RELATIONS:

During the financial year under review, industrial relations remained cordial. Employees competencies and skills were enhanced by exposing them to several internal and external training programmes. Various measures were taken to improve motivation level of employees. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization.

CREDIT RATING:

The Company had not issued any debt instrument/ securities or run any fixed deposit programme or any scheme or proposal involving mobilization of funds, whether in India or abroad during the period of review. Thus, the question of obtaining external credit rating of the Company for the instruments stated above does not arise. However, the Company had obtained working capital facility from Public Sector Banks for which it had obtained external credit ratings for its borrowings from Acquite Ratings and Research Limited with effect from November 2, 2021 and the same is available on the companys website www.incredibleindustries.co.in.

Rating Agency	Instrument	Rating	Outlook
Acuite Ratings & Research Limited	Fund Based Limits	ACUITE BBB	Stable
	Non-Fund Based Limits	ACUITE A3+

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under the provisions of sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure-A, which is annexed hereto and forms part of Boards Report.

DETAILS OF BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

During the year, 7 (seven) Board meetings were held, details of which are given below. The maximum time gap between any two consecutive meetings did not exceeds the prescribed time limits.

Date of the meeting	No. of Directors attended the meeting
April 20, 2022	6 (Six)
May 26, 2022	6 (Six)
August 8, 2022	6 (Six)
November 10, 2022	6 (Six)
December 7, 2022	6 (Six)
February 8, 2023	6 (Six)
March 30, 2023	6 (Six)

COMMITTEES OF BOARD:

The Committees of the Board as per Companies Act, 2013 are as under: S Audit Committee

S Nomination and Remuneration Committee S Stakeholders Relationship Committee S Management and Finance Committee

The details of composition of the Committees of Board of Directors are as under:-

a. Audit Committee

During the period under review, the Audit Committee had met seven times i.e. on April 20, 2022, May 26, 2022, August 8, 2022, November 10, 2022, December 7, 2022, February 8, 2023 and March 30, 2023.

The details of composition of the Audit Committee are as under:-

Sl. No. Name	Chairman/ Members
1. Shri Asit Baran Dasgupta	Chairman
2. Shri Rama Shankar Gupta	Member
3. Smt. Sonam Agarwal	Member
4. Smt. Shilpi Modi	Member

All the recommendations made by the Committee are duly accepted and approved by the Board of Directors. Vigil Mechanism / Whistle Blower Policy

In compliance with provisions of Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy, if any. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. During the year under review, no personnel had been denied access to the Audit Committee. The Vigil Mechanism/ Whistle Blower Policy have been uploaded on the website of the Company at www.incredibleindustries.co.in and may be accessed at the following web-link: https://www.incredibleindustries.co.in/download/21592457662.pdf .

b. Nomination & Remuneration Committee

The Nomination & Remuneration Committee had met two time during the year i.e. on August 8, 2022 and December 7, 2022. The details of composition of the Nomination & Remuneration Committee are as under:-

Sl. No. Name	Chairman/ Members
1. Smt. Sonam Agarwal	Chairman
2. Smt. Shilpi Modi	Member
3. Shri Sanjay Kaloya	Member

c. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee had met once during the financial year 2022-23 on February 8, 2023. The details of composition of the Stakeholders Relationship Committee are as under:-

Sl. No. Name	Chairman/ Members
1. Shri Sanjay Kaloya	Chairman
2. Shri Rama Shankar Gupta	Member
3. Smt. Sonam Agarwal	Member

d. Management and Finance Committee:

No meeting of the Management and Finance Committee took place during the period under review. The details of composition of the Management and Finance Committee are as under:-

Sl. No. Name	Chairman/ Members
1. Shri Rama Shankar Gupta	Chairman
2. Shri Sanjay Kaloya	Member
3. Shri Niket Agarwal	Member

BUSINESS RESPONSIBILITY REPORT:

In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year) is required to include Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective, in the format specified by SEBI with effect from December 26, 2019 and other than top 1000 listed entities may include the report on voluntary basis. The Company falls under other than top 1000 listed entities and the preparation of the report is not mandatory.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and based on the information provided by the Management, the Board of Directors report that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent except as otherwise stated in the Notes to Financial Statements so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(iii) 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;

(iv) The Directors have prepared the annual accounts for the financial year ended March 31, 2023 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 are operating effectively; and

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

BOARD INDEPENDENCE:

Our definition of ‘Independence of Directors is derived from Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of the above said provisions :-

a) Shri Asit Baran Dasgupta (DIN: 02476594)

b) Smt. Sonam Agarwal (DIN: 08054202)

c) Smt. Shilpi Modi (DIN: 02706881)

The Company had not appointed any new Independent Director during the period under review.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 as well as under Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

DIRECTORS:

As on March 31, 2023, the Board comprises of six Directors namely Shri Rama Shankar Gupta (DIN: 07843716), Chairman and Managing Director (Executive), Shri Sanjay Kaloya (DIN: 07970640), Director (Non-Executive), Mr. Niket Agarwal (DIN: 07233888), Director (Non-Executive), Shri Asit Baran Dasgupta (DIN: 02476594), Non-Executive Independent Director, Smt. Sonam Agarwal (DIN: 08054202), Non-Executive Independent Woman Director and Smt. Shilpi Modi (DIN: 02706881), Non-Executive Independent Woman Director of the Company.

In accordance with the provisions of Section 152 of the Act, the Rules prescribed thereunder and your Companys Articles of Association, Shri Niket Agarwal (DIN: 07233888) retires by rotation at the ensuing Annual General Meeting being eligible, offers himself for re-appointment. The Board of Directors recommends the re-appointment of Shri Niket Agarwal (DIN: 07233888) at the ensuing 44^th Annual General Meeting. The resume and other information regarding re-appointment of Shri Niket Agarwal (DIN: 07233888) as required under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI LODR") will be given in the Notice convening the ensuing 44^th Annual General Meeting.

KEY MANAGERIAL PERSONNEL (KMPs):

During the year under review, the Board of Directors of the Company in the Board Meeting held on December 7, 2022, had approved the cessation of Shri Ajay Bhuwania from the post of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company from the conclusion of the Board Meeting due to his poor health condition and on the same day, appointed Shri Amit Agrawal as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company in his place with effect from the conclusion of the Board meeting.

Shri Rama Shankar Gupta (DIN: 07843716), Chairman and Managing Director, Shri Amit Agrawal, Chief Financial Officer and Shri Bharat Agarwal, Company Secretary are the Whole-time Key Managerial Personnel (KMPs) of the Company as on Financial Year ending March 31, 2023.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Pursuant to provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy. The Companys Remuneration Policy is available on the web link https://www.incredibleindustries.co.in/download/21592457707.pdf .

The Remuneration Policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for remuneration to Executive Directors and Non-Executive Directors, fixed and variable components in the remuneration package, criteria for identification of the Board Members and appointment of senior management.

The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence etc. are summarily given hereunder:

• The Board member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other areas as may be considered relevant or desirable to conduct the Companys business in appropriate manner.

• Independent Director shall be person of integrity and expertise and experience and/or someone who the Committee/Board believes could contribute to the growth/philosophy/strategy of the Company.

• In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Companys business dynamics, global business, social perspective, educational and professional background and personal achievement.

• Director should possess high level of personal and professional ethics, integrity and values. He / She should be able to balance the legitimate interest and concern of all the Companys stakeholder in arriving at decisions, rather than advancing the interest of a particular constituency.

• Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He/She must have the aptitude to critically evaluate managements working as a part of a team in an environment of collegiality and trust.

• The Committee evaluates each individual with the objective of having a group that best enables the success of the Companys business and achieves its objectives.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

During the year, your company has duly complied with the provision of Section 186 of the Companies Act, 2013. The particulars of loans given, investments made, guarantees given under the provisions of Section 186 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 are provided in the notes to the Financial Statements.

DETAILS RELATING TO MATERIAL VARIATIONS:

Disclosures regarding material variations as specified in Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not required to be furnished as no such events took place during the year.

RISK MANAGEMENT:

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has a well-defined process to ensure risks are identified and steps to treat them are put in place at the right level in the management.

In terms of the requirements of the Companies Act, 2013 and Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has developed and implemented the Risk Management Policy. The Company has taken adequate measures to mitigate various risk encountered. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms a part of this report.

HUMAN RESOURCE:

Companys industrial relations continued to be harmonious during the period under review. The human resource philosophy and strategy of your Company have been designed to attract and retain the best talent, creating a workplace environment that keeps employees engaged, motivated and encourages innovation. Your Company has qualified and talented human resources at all levels of operation. It has put concerted efforts for continuous learning and training to ensure that strong and credible leadership is developed.

SAFETY, HEALTH AND ENVIRONMENT:

The manufacture of steel involves steps that are potentially hazardous if not executed with due care. The Company maintains the highest safety standards within its operating units and is an ISO certified (ISO 9001:2015, 14001:2015 & 45001:2018) organization. Further, there is a team of professionals who conducts regular training programs to implement the concept of maintain safe operations among the employees and to educate the team on safety norms and procedures to be followed in an unfortunate situation.

CORPORATE SOCIAL RESPONSIBILITY:

In lines with the provisions of Section 135 of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) Policy for the development and benefit of the weaker section of the society and the erstwhile CSR Committee and the Board of Directors of the Company approve the same. The CSR Policy of the Company provides a road map for its CSR activities. The purpose of CSR Policy is to devise an appropriate strategy and focus on its CSR initiatives and lay down the broad principles on the basis of which the Company will fulfil its CSR objectives. As per the said policy, the Company follows the strategy of discharging its CSR responsibilities related to social service through various trusts/societies in addition to its own initiatives and donations made to other non-government organizations.

The CSR Policy has been uploaded on the Companys website at www.incredibleindustries.co.in and may be accessed at the link https://www.incredibleindustries.co.in/download/21627896036.pdf. Pursuant to the requirements under Section 135 of the Companies Act, 2013 and Rules made there under, a report on CSR activities and initiatives taken during the year in the prescribed format is given in Annexure-B, which is annexed hereto and forms part of the Boards Report.

The Company has been playing a pro-active role in the socio economic growth and has contributed to all spheres ranging from health, education, hygiene and empowerment of women, environment conservation etc. The Company becomes the part of some of the social programs in India, touching the lives of hundreds of people positively by supporting such programs. During the Year 2022-23, Company CSR activities are deployed through NGOs namely M/s. Friends of Tribal Society to promote education among children belonging to weaker section of the society.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the prescribed particulars of remuneration of employees pursuant to Section 134(3)(q) and Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, are given in Annexure - C to the Boards Report and forms part of this report.

RISK AND CONCERN:

Risk management is the continuing process to identify, analysis, evaluate and treat loss exposures to monitor risk control and financial resources to mitigate the adverse effects of loss. In todays complex business environment, effective risk management is critical to success of any business. The Company has a risk management team, which periodically evaluating the risks associated with the business and taking necessary initiatives to minimize its impact. This also helps the Company in taking business decisions with balanced risks and rewards comparison. The risk management framework ensures compliance with the requirements of relevant Regulations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATIONS PROGRAMME FOR IDs:

In terms of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a system of conducting the Familiarization Programme for Independent Director to familiarize them with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various initiatives. The said policy is uploaded on the Companys website at www.incredibleindustries.co.in and may be accessed at the link https://www.incredibleindustries.co.in/ download/21661506859.pdf

During the FY 2022-23, the Company had conducted two familiarization programme for Independent Directors of the Company as under-

a) Handling and Reporting of UPSI and its related compliance in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 on August 8, 2022.

b) Discussion on SEBI LODR Regulations on February 8, 2023.

PREVENTION OF INSIDER TRADING:

In terms of Regulation 8(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time (the "Regulations"), the Board of Directors had framed the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and in terms of Regulation 9(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time (the "Regulations"), a new "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Immediate Relatives of Designated Persons" is hereby framed.

All Board of Directors and the designated employees have confirmed compliance with the applicable Code during the financial year.

Both code is available on the website www.incredibleindustries.co.in of the Company and may be accessed at the link https://www.incredibleindustries.co.in/download/21671789833.pdf and https://www.incredibleindustries.co.in/ download/21671789778.pdf

BOARD EVALUATION:

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to sub-section 3(p) of Section 134 of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. The criteria for evaluation of Directors inter alia includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, achievements, understanding and awareness, integrity, ethics, value and openness.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors held on February 8, 2023, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The matter was also discussed in the board meeting held on February 8, 2023 at which the performance of the Board, its committees and individual directors was discussed. The performance of Independent Directors has been evaluated based on the guidelines as provided under Schedule IV of the Companies Act, 2013. The evaluation of the Independent Directors was carried out by the entire Board except by the Director being evaluated. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATES COMPANIES:

The Company does not have any subsidiaries, joint ventures and associate companies. So, the required disclosure is not applicable to the Company.

DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

During the period under review, in relation to the adjudication proceedings initiated on Company in the matter of suspected shell companies, the Adjudicating Officer passed an adjudication Order dated May 13, 2022 imposing a penalty of 7,00,000/- (Rupees Seven Lakhs Only) on the Company under the relevant rules and regulations. However, the enforcement of this order is subject to the outcome of Civil Appeal No. 4741 of 2021 titled SEBI vs. Suzlon Energy Ltd & Anr pending before the Honble Supreme Court.

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

There are no application made or any proceedings initiated / pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

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.

The Company had not approached to the Banks and Financial Institution for One Time Settlement (OTS) for loan taken by it from them during the period under review.

INTERNAL CONTROL AND AUDIT:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The CEO and CFO certification provided in the Annual Report discusses the adequacy of the Companys Internal Control System and Audit.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROL SYSTEM:

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

AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITORS

At the 42^nd Annual General Meeting (AGM) of the Company held on the 16^th September, 2021, M/s. R. Gopal & Associates, Chartered Accountants, having (Firm Registration No. 000846C) allotted by The Institute of Chartered Accountants of India (ICAI) were appointed as Statutory Auditors of the Company to hold office for a term of 5 (Five) years from the conclusion of 42^nd AGM till the conclusion of the 47^th AGM of the Company.

The Company has received a letter from the Statutory Auditors pursuant to the provisions of Section 139 of the Companies Act, 2013 confirming that their appointment will be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for the said appointment.

The Companies Amendment Act, 2017 has omitted the requirement of ratification of the appointment of statutory auditors at every Annual General Meeting with effect from May 7, 2018. Hence the ratification of appointment of Statutory Auditors at the ensuing 44^th Annual General Meeting is not required.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Auditors Report does not contain any qualification, reservation or adverse remark. Further, the Statutory Auditors have not reported any incident of fraud u/s 143(12) of the Companies Act 2013, during the year under review.

COST AUDITORS

In terms of the provisions of Section 148(1) and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, maintenance of cost records has been specified by the Central Government for your Company and such accounts and records are made and maintained by your Company as per the requirements of the Act during the period under review. Further, your Company has appointed M/s. Dipak Lal & Associates, Cost Accountants (a Cost Audit Firm), as Cost Auditor of the Company for the Financial year 2023-24 to carry out audit of cost records of the Company, who was also the Cost Auditor for the Financial year 2022-23. The remuneration proposed to be paid to them in Financial Year 2023-24 requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting. The report issued by the cost auditor for the Financial Year 2022-23 is self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the Board has appointed M/s. M R & Associates, a firm of Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure- D to this Report.

Boards comment on Secretarial Audit Reports Observation

During the period under review, the Adjudicating Officer passed an adjudication Order dated May 13, 2022 pertaining to adjudication proceedings initiated on Company in the matter of suspected shell companies, imposing a penalty of Rs. 7,00,000/- (Rupees Seven Lakhs Only) on the Company under the relevant rules and regulations. However, the enforcement of this order is subject to the outcome of Civil Appeal No. 4741 of 2021 titled SEBI vs. Suzlon Energy Ltd & Anr pending before the Honble Supreme Court. Apart from the above, the report is self-explanatory and do not call for any further comments.

The Board has also appointed M/s. M R & Associates, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

According to the provisions of Section 188 read with Section 2(76) of the Companies Act, 2013, all transactions entered with Related Parties during the financial year 2023-23 were on arms length basis and were in the ordinary course of business of the Company.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website www.incredibleindustries.co.in and may be accessed at the link https://www.incredibleindustries.co.in/ download/21650358708.pdf.

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

Moreover during the year under review the Company has entered into materially significant related party transactions and the relevant disclosure of information pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 has been shown in AOC-2, annexed herewith marked as Annexure- E to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, no amount had been transferred to Investor Education and Protection Fund (IEPF) as no amount was due and payable.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In accordance with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and in order to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work places, your Company has constituted an Internal Complaint Committee and adopted a policy on Prevention of Sexual Harassment at Workplace. The policy aims to provide the effective enforcement of basic human right of gender equality and guarantee against sexual harassment and abuse. Your Company hereby declare that it has complied with provisions relating to the constitution of Internal Complaints Committee of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, there was no complaint lodged with the Internal Complaint Committee, formed under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the draft Annual Return of the Company for the Financial Year ended March 31, 2023 is uploaded on the website of the Company at https://www. incredibleindustries.co.in/menu-details.phpRs.cat=investor-services&sub=annual-return . The final Annual Return shall be uploaded in the same web link after the said Annual Return is filed with the Registrar of Companies, West Bengal.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

Your Directors are pleased to report that your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholders value.

Pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled Report on Corporate Governance has been included in this Annual Report along with the certificate obtained from M/s. MR & Associates, a firm of Practicing Company Secretaries certifying compliance with the conditions of corporate governance as stipulated under relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and annexed with the report on Corporate Governance.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards as issued and notified by Institute of Company Secretaries of India.

FORWARD LOOKING AND CAUTIONARY STATEMENTS:

Certain statement in this Report concerning to our growth prospects, particularly those which relate to Management Discussion & Analysis Report, describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable laws and regulations. Actual results could however differ materially from those expressed or implied. The risk and uncertainties relating to these statements include, but are not limited to, important factors that could make a difference to the Companys operations such as global and domestic demand-supply conditions, finished goods prices, raw materials and fuels cost and availability, transportation costs, changes in Government regulations and tax structure, economic developments within India and other factors such as litigation and industrial relations. The Company does not undertake to update any forward looking statements that may be made from time to time by or on behalf of the Company.

APPRECIATION:

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at each level, through their dedication, hard work and commitment. The Board places on record its appreciation for the continued co-operation and support extended to the Company by various Banks, Financial Institutions, Stock Exchanges, NSDL and CDSL, Vendors, Customers, Consultants, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

Registered office

14 Netaji Subhas Road 2nd Floor, Kolkata - 700 001 Date: 29.05.2023

For and on behalf of the Board

Sd/-

Rama Shankar Gupta

Chairman and Managing Director (DIN: 07843716)

Sd/-

Sanjay Kaloya

Director

(DIN:07970640)

ANNEXURES TO THE BOARDS REPORT

Annexure-A

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required under the Companies (Accounts) Rules, 2014:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

A. CONSERVATION OF ENERGY

i) Energy conservation measures taken or impact on conservation of energy

Energy conservation dictates how efficiently a Company can conduct its operations. IIL has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change.

Your Company regularly reviews measures to be taken for energy conservation, consumption and its effective utilization. Some of the energy conservation initiatives taken by the Company during the year are given below:

¦ The conservation of energy is a continuous exercise. Trend of energy consumption is regularly monitored and remedial measures are initiated to improve energy efficiency.

¦ Preventing wastage/minimization of energy usage by relentless optimisation of process parameters to achieve lower values of energy consumption.

¦ Use of latest energy efficient technology like high efficiency VFD based motors, inverter based air conditioners and drives.

¦ Replaced old conventional light fittings with latest generation CFL and LED light fittings in the operational and official floors, thus, power consumption is reduced.

¦ Rationalization of load on transformer.

¦ Replacement of old electric fuses with MCBs for better protection and easy trouble shooting.

¦ Maximum use of natural light in day time by placing transparent roof and side glass windows.

¦ Studying available potential of recovered energy from various sources and doing a cost benefit analysis of practices required.

ii) Steps in utilization of alternate sources of energy

The Company is exploring the ways and ideas through its efficient technical team that how it can use the alternate sources of energy in the energy intensive production line in place of conventional sources of energy, its viability and cost effectiveness in relation to the production cost of the products produced by the Company.

iii) Capital investment on energy conservation equipments

No capital investment on energy conservation equipments incurred by the Company during the financial year ended March 31, 2023.

B. TECHNOLOGY ABSORPTION

i) The efforts made by the Company towards technology absorption during the year under review are as under:

¦ During the year, your Company has made constant efforts to improve process, design and planning across all manufacturing sections;

¦ Installation of various machine based testing system to check the quality of the product produced.

ii) The Companys finished products are always set a reputable standard in the market in comparison to its peers. With the adoption of various advanced methodology in the production process, will help the Company to reduce its cost of production and the quality and durability of the products are also improved.

iii) The Company had not imported any foreign technology during the last three years.

iv) The Company had not incurred any major expenditure which can specifically appropriated to Research and Development work.

v) Worked on increasing the productivity in Rolling Mill within the existing capacity.

C. Foreign Exchange Earnings and Outgo

Total foreign exchange earned and outgo	2022-23	2021-22
Foreign Exchange Inflow (Rs. in Lakhs)	-	-
Foreign Exchange Outgo (Rs. in Lakhs)	38.01	10.24

Registered office

14 Netaji Subhas Road 2nd Floor, Kolkata - 700 001 Date: 29.05.2023

For and on behalf of the Board

Sd/-

Rama Shankar Gupta

Chairman and Managing Director (DIN: 07843716)

Sd/-

Sanjay Kaloya

Director

(DIN:07970640)

Report on Corporate Social Responsibility (CSR) Activities / Initiatives (Pursuant to Section 135 of the Act and Rules made thereunder)

1. Brief outline on CSR Policy of the Company:

The CSR policy framed by the erstwhile CSR Committee (constituted by the Board) has been approved by the Board of Directors in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014.

In accordance with schedule VII of the Companies Act, 2013, for enhancing the stakeholders value, generating economic value of the nation and working towards well-being of the society, the CSR Policy covers certain projects/ activities such as supporting education, skill development, food services and health care for underprivileged people of the society.

2. Composition of CSR Committee:

The Ministry of Corporate Affairs has amended the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder with effect from 22^nd January, 2021 mentioning that where the amount to be spent by a Company does not exceeds Rupees fifty lakhs, then the duties and functions of the Corporate Social Responsibility Committee can be performed by the Board of Directors of such Company. Based on such amendment, the Board of Directors of the Company in their meeting held on 28th June, 2021 has decided to discontinue the Corporate Social Responsibility Committee with effect from the close of business hours on 28th June, 2021 as the amount to be spent by the Company during the financial year 2021-22 is within the prescribed limit. Also, the amount required to be spent during the current financial year 2022-23 is also within the prescribed limits.

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:

The web-link of CSR Policy is https://www.incredibleindustries.co.in/download/21627896036.pdf. Presently, the Company is not having any CSR committee as explained in point no. 2 above and there are no CSR Projects approved by the Board of Directors of the Company.

4. Provide the executive summary along with wed-link(s) of Impact Assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 o, if applicable:

The average CSR obligation of the Company does not exceeds the prescribed threshold limit of ten crore rupees or more in pursuance of Section 135(5) of the Companies Act, 2013 for conducting impact assessment. Thus, the impact assessment report is not applicable to the Company.

5. (a) Average net profit of the company as per sub-section (5) of section 135.

F. Y.- 2019-20, 2020-21 and 2021-22 is 4,24,30,586/-

(b) Two percent of average net profit of the company as per section sub-section (5) of 135: 8,48,612/-

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL

(d) Amount required to be set off for the financial year, if any: NIL

(e) Total CSR obligation for the financial year [(b)+(c)+(d)]): 8,48,612/-

6. (a) Amount spent on CSR Projects (both Ongoing Project and other Ongoing Project): 8,80,000/-

(b) Amount spent in Administrative Overheads: NIL

(c) Amount spent on Impact Assessment, if applicable: NIL

(d) Total amount spent for the Financial Year [(a)+(b)+(c)] : 8,80,000/-

(e) CSR amount spent or unspent for the financial year:

	Amount Unspent (in )
Total Amount Spent for the Financial Year (in )	Total Amount transferred to Unspent CSR Account as per sub-section (6) of Section 135		Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of Section 135
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
8,80,000	-	-	-	-	-

(f) Excess amount for set off, if any:

Sl. No. Particulars	Amount (in )
(i) Two percent of average net profit of the company as per sub-section (5) of Section 135	8,48,612
(ii) Total amount spent for the Financial Year	8,80,000
(iii) Excess amount spent for the financial year [(ii)-(i)]	31,388
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	NIL
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	31,388

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years: NIL

1 2.	3	4	5	6		7	8
Sl. No. Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under subsection (6) of Section 135 (in )	Balance Amount in Unspent CSR Account under subsection (6) of section 135 (in )	Amount Spent in the Financial Year (in )	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub-section (5) of section 135, if any		Amount remaining to be spent in succeeding Financial Years (in )	Deficiency, if any
				Amount (in )	Date of transfer
NIL

8. Whether any capital assets haven created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

O Yes O No

If Yes, enter the number of Capital assets created/ acquired

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property]	Pin code of property or asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
(1) (2)	(3)	(4)	(5)	(6)
				CSR Registration Name Registered Number, if applicable address
NOT APPLICABLE

(All the fields should be captured as appearing in the revenue record, flat no., house no. Municipal Office/ Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend 2% of the average net profit as per Section 135(5).

Not Applicable.

Registered office

14 Netaji Subhas Road 2nd Floor, Kolkata - 700 001 Date: 29.05.2023

For and on behalf of the Board

Sd/-

Rama Shankar Gupta

Chairman and Managing Director (DIN: 07843716)

Sd/-

Sanjay Kaloya

Director

(DIN: 07970640)

DISCLOSURE IN DIRECTORS REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDED RULES, 2016:

Sr. No. Requirements	Disclosure
1. The ratio of the remuneration of each director	Name of the Director	Ratio
to the median remuneration of employees of	Shri Rama Shankar Gupta	26:1
the Company for the financial year	1. Apart from Managing Director, no director is in receipt of any remuneration from the Company.
	2. Sitting Fees paid to the Directors have not been considered as remuneration.
	3. Figures have been rounded off wherever necessary.
2. The percentage increase in remuneration of each director, Chief Financial Officer and Company Secretary in the financial year	Shri Rama Shankar Gupta	NIL
	Shri Ajay Bhuwania	NIL
	Shri Amit Agrawal *	NA
	Shri Bharat Agarwal	49.52%
3. The percentage increase in the median remuneration of employees in the financial year	In the financial year, there was an increase of 9.73% in the median remuneration of employees.
4. The number of permanent employees on the rolls of Company	There were 209 permanent employees on the rolls of the Company as on March 31, 2023.
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	i) Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year 2022-23: 9.70% ii) Average percentage increase in the salaries of managerial personnel in the financial year 2022-23: NIL
6. Affirmation that the remuneration is as per the remuneration policy of the Company	It is hereby affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per the Nomination and Remuneration Policy of the Company.

* Shri Amit Agrawal was appointed as Chief Financial Officer of the Company w.e.f. December 7, 2022. So, percentage increase in his remuneration is not applicable during the period under review.

Statement containing list of top 10 employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company and Directors is furnished hereunder:

Sl. No. Name	Designation / Nature of Duties	Remuneration Received (in ) (per annum)	Nature of Employment and other terms	Qualification	Experience (in years)	Age (in years)	Date of commencement of employment	Last employment held and Designation	% of Equity Shares held by the employee in the Company
1. Mr. Rama Shankar Gupta	Chairman and Managing Director	48,72,000	As per Boards Resolution duly approved by the shareholders	MBA- Finance and Marketing	26	53	15/11/2022	Adhunik Corporation Limited as Chief Financial Officer	NIL
2. Mr. Dinesh Pathak	GM-Marketing	22,20,000	Permanent	Commerce Graduate	29	51	17/01/2022	Kamdhenu Limited (AGM- Marketing)	NIL
3. Mr. Chatar Singh	AGM-Production	22,11,200	Permanent	B.A.	40	61	08/11/2005	Usha Martin Limited as Manager	NIL
4. Mr. Ajay Kumar Khandelwal	Senior VP Marketing & Communication	21,01,374	Permanent	M. Com, LLB	38	63	23/11/2020	Shyam Sel & Power Limited as VP-Sales & Marketing	NIL
5. Mr. Bharat Agarwal	Company Secretary(CS)	15,27,637	Permanent	FCA, FCS	17	39	01/04/2010	Adhunik Corporation Limited as Manager	NIL
6. Mr. Keshav Kishore Sharma	DGM-Purchase	11,64,158	Permanent	B. Com	31	52	11/12/2020	Maithan Alloys Limited as AGM- Commercial	NIL
7. Mr. Prasenjit Ghosh	DGM-Sales & Marketing	11,31,464	Permanent	B. Com	21	52	15/01/2021	Gagan Ferrotech Limited as DGM- Sales & Marketing	NIL
8. Mr. Rahul Singh	Head- Brand & Corporate Communication	11,24,921	Permanent	Graduate in Commerce and Jewellary	28	50	09/09/2021	Sarachi Group (Head Brands & Corporate Communication)	NIL
9. Mr. Raj Kumar Singhal	Officer in Charge-Despatch	10,32,328	Permanent	B. Com	22	47	01/08/2018		NIL
10. Mr. Baljeet Singh	Assistant General Manager- Electrical	10,28,716	Permanent	B. Tech., MBA	32	54	04/09/2005	Usha Martin Limited as Senior Manager- Electrical	NIL

Notes:

1) The employees have adequate experience to discharge responsibilities assigned to them.

2) None of the above mentioned persons are relatives of Directors of the Company.

Registered office

14 Netaji Subhas Road 2nd Floor, Kolkata - 700 001 Date: 29.05.2023

For and on behalf of the Board

Sd/-

Rama Shankar Gupta

Chairman and Managing Director (DIN: 07843716)

Sd/-

Sanjay Kaloya

Director

(DIN: 07970640)

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2023 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014]

To,

The Members,

INCREDIBLE INDUSTRIES LIMITED

14, N. S. Road, 2nd Floor,

Kolkata-700 001, West Bengal

1. We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by INCREDIBLE INDUSTRIES LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

2. Based on our verification of the Company books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the Financial Year ended on 31^st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

3. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2023 according to the provisions of:

i) The Companies Act, 2013 (the Act), amendments thereof and the rules made thereunder;

ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulations /guidelines/circulars as may be issued by SEBI from time to time .

We further report that, there were no actions/ events in pursuance of;

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(b) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

(c) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

(e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

We further report that having regard to the compliance system prevailing in the Company, we have relied upon the representation made by the Management, for compliance with the following specific applicable laws as identified by the Company.

a) Factories Act, 1948,

b) Industrial Dispute Act, 1947,

c) Payment of Wages Act, 1936 and other applicable labour laws,

d) Environment (Protection) Act, 1986 and other environment laws We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India and to the extent amended and notified from time to time.

(ii) The Listing Agreements entered into by the Company with The Calcutta Stock Exchange Limited, BSE Limited and National Stock Exchange of India Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive and Independent Directors. The changes in the composition of the Board of Directors (if any) that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the Adjudicating Officer passed an adjudication Order dated May 13, 2022 u/s 15-I of Securities And Exchange Board Of India Act, 1992, read with Rule 5 of SEBI (procedure for holding inquiry and imposing penalties by adjudicating officer) Rules, 1995 pursuant to adjudication proceedings initiated in the matter of suspected shell companies, imposing a penalty of 7,00,000/- (Rupees Seven Lakhs Only) on the Company. The enforcement of this order is subject to the outcome of Civil Appeal No. 4741 of 2021 titled SEBI vs. Suzlon Energy Ltd & Anr pending before the Honble Supreme Court and the matter is still pending as on date.

We further report that the Company has made an intimation to Stock Exchange under Schedule III (Part A) (6) of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a material event. We further report that during the audit period the company has obtained approval of shareholders through postal ballot on 26.05.2022 as per postal ballot notice dated 25.04.2022 for approval for material related party transactions for F.Y. 2022-23.

We further report that during the audit period, the Company had obtained approval of shareholders at the Annual General Meeting held on 21st September, 2022 for the following matters;

1. Re-appointment of Mrs. Sonam Agarwal (DIN: 08054202) as an Independent Woman Director for Second term of five consecutive years with effect from 12th February, 2023.

2. Re-appointment of Mr. Rama Shankar Gupta (DIN: 07843716) as Managing Director of the Company for a period of three years with effect from 15th November, 2022.

3. Approval of Material Related Party Transaction(s) for F.Y. 2023-24.

This Report is to be read with our letter of even date which is annexed "Annexure A" and forms an Integral Part of this Report.

For MR & Associates

Company Secretaries A Peer Reviewed Firm Peer Review Certificate No.: 720/2020

Sd/-

[CS Urvi Sanghvi]

Partner ACS No.: A60185

Place : Kolkata C P No.: 25788

Date : 29.05.2023 UDIN No.: A060185E000381968

"ANNEXURE - A" TO THE SECRETARIAL AUDIT REPORT (FOR THE FINANCIAL YEAR ENDED 31^STMARCH, 2023)

To,

The Members,

INCREDIBLE INDUSTRIES LIMITED

14, N. S. Road, 2nd Floor,

Kolkata-700001

West Bengal

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial Records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the Audit practices and processes as where appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial Records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations and standards is the responsibilities of the management. Our examination was limited to the verification of procedures on test basis.

6. As regard the books, papers, forms, reports and returns filed by the Company under the provisions referred to in our Secretarial Audit Report in Form MR-3 the adherence and compliance to the requirements of the said provisions is the responsibility of the management. Our examination was limited to checking the execution and timeliness of the filing of various forms, reports, returns and documents that need to be filed by the Company with various authorities under the said provisions of the Act. We have not verified the correctness and coverage of the contents of such forms, reports, returns and documents.

7. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For MR & Associates

Company Secretaries A Peer Reviewed Firm Peer Review Certificate No.: 720/2020

Sd/-

[CS Urvi Sanghvi]

Partner ACS No.: A60185

Place : Kolkata C P No.: 25788

Date : 29.05.2023 UDIN No.: A060185E000381968

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis: The Company has not entered into any contract or arrangement or transaction with its related parties which is not at arms length during the financial year 2022-23.

2. Details of material contracts or arrangement or transactions at arms length basis:

Sl. No. Name(s) of the related party and nature of relationship	Nature of contracts/ arrangements/ transactions	Duration of the contracts / arrangements/ transaction	Salient terms of the contracts or arrangements or transactions including the value, if any
1 Adhunik Corporation Limited (Enterprise over which KMP/ Shareholders/ Relatives have significant influence)	Purchase of Raw Materials & Sale of Finished Goods / By Product	FY 2022-23	Purchase of Billets and sale of Misroll, Wastage, End-cutting etc. at arms length basis (For details of amount of transactions during the year refer, Note no. 32 (b) of Audited Financial Statements.)
Notes:

• Shareholders approval was taken by way of Ordinary Resolution passed through Postal Ballot on 26^th May, 2022 considering that above contracts / transactions are material in nature as defined under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Approval of the Audit Committee was taken for all of these transactions.

For and on behalf of the Board

Registered office Sd/- Sd/-

14 Netaji Subhas Road Rama Shankar Gupta Sanjay Kaloya

2nd Floor, Kolkata - 700 001 Chairman and Managing Director Director

Date: 29.05.2023 (DIN: 07843716) (DIN: 07970640)