cian agro industries infrastructure ltd Directors report

To,

The Members,

Your Board of Directors ("Board") is pleased to present the Thirty-Sixth Annual Report of CIAN Agro Industries & Infrastructure Limited ("CIAN" or "the Company" or "your Company"), for the financial year ended March 31,2023 ("the year under review" or "the year" or "Fy23").

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or reenactments) thereof, for time being in force) ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Regulations"), this report covers the financial results and other developments during the financial year April 1,2022 to March 31,2023 and upto the date of the Board meeting held on August 29, 2023 to approve this report, in respect of CIAN and CIAN Consolidated comprising CIAN and its subsidiary companies. The consolidated entity has been referred to as "CIAN Group" or "Your Group" or "the Group" in this report.

1.FINANCIAL PERFORMANCE :

Financial results for the year ended March 31,2023 are presented in the table below:-

Particulars	Standalone 2022-23	Consolidated 2022-23	Standalone 2021-22	Consolidated 2021-22
Revenue from Operations	28991.45	28999.46	25265.57	25422.44
Other Income	123.79	142.26	104.07	104.43
Total Income	29,115.24	29,141.71	25,369.65	25,526.87
Depreciation	839.78	840.07	620.40	620.53
Interest & Financial Expenses	1765.50	1765.80	1410.11	1410.15
Total Expenses	29,039.89	29,056.97	24,927.52	25,113.00
Profit before Exceptional items and tax	75.34	84.75	442.12	413.87
Profit /(Loss) Before Tax	75.34	84.75	442.12	413.87
Tax Expense	50.51	50.86	351.67	351.67
Profit /(Loss) After Tax	24.83	33.89	90.45	62.19
Other comprehensive income	540.01	538.02	(784.49)	(784.72)
Total comprehensive income	564.84	571.91	(694.04)	(722.53)

2. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES :-

As on 31st March, 2023, there is one (1) wholly-owned subsidiary Company of CIAN viz. CIAN Agro Limited and one (1) subsidiary company viz. INBD Express Private Limited. However these companies are not "material company" as per the Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. CONSOLIDATION FINANCIAL STATEMENTS :-

The Consolidated Financial Statements of the Company for the financial year 2023 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors Report thereon form part of the Annual Report.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the Companys subsidiaries in the prescribed Form AOC-1 is appended as "ANNEXURE-A" forms part of the consolidated financial statements.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website on http://www.cianindustries.com .

4. OPERATIONS OF THE COMPANY:-

The Gross Revenue from operations for F.Y 2022-23 is Rs. 29,141.71 Lakhs (Previous Year Rs. 25526.87 Lakhs). The Net Profit for the year stood at 84.75 Lakhs against Rs. 413.87 Lakhs reported in the Previous Year. The Earnings before Interest, Taxes, Depreciation & Amortization (EBITDA) for F.Y 2022-23 is Rs. 2690.62 Lakhs against Rs. 2444.55 Lakhs reported in the previous year.

Your Company achieved a revenue growth of 13.33% for the financial year 2022-23. This was made possible by brand promotions, distribution and manufacturing efficiencies. Your Company is a part of the Fast-Moving Consumer Goods (FMCG) industry which continues to be one of the biggest long-term sustainable business opportunities that our country offers.

The goal of ensuring growth that is sustainable, equitable and beneficial to all the stakeholders and society motivates your Companys actions and finds full expression in its innovative, healthy and tasty products. The knowledge that your Company is mindful of the environment and the community while crafting delightful products enhances the fulfillment that consumers derive from its products.

Segment wise reviews of operations of the Company are as follows:-

i) Agro Division:-

During the Financial year 2022-23 under review, revenue from Agro Division of the Company is Rs. 21,648.85 Lakhs as compared to previous financial year of Rs. 22,742 Lakhs.

Your Company made good progress in all its business segments during the year. The largest business segment in edible oils; packaged edible oil grew considerably during the period under review. Your Company has achieved considerable growth in Mustered Cake crushing and manufacturing of Refined Mustered Oil and Mustered De-Oiled Cake and Hi-Pro De-Oiled Soyabean Cake during the FY 2022-23.

Your Company is focused on increasing the distribution reach of its products, both in the existing markets as well as to cover all rural towns having a population above 5000, the improved reach can be a key growth driver.

The Company has also started Alphanso Mango Pulp Manufacturing under the Job-Work arrangements with Devgad Taluka Aamba Utpadak Sahakari Sanstha Maryadit, Devgad in Sindhudurg District. The Company has successfully manufacture and delivered the total 2,50,000 mango pulp tins under the job-work arragement.

ii) Health and Personal Care Division:-

During financial Year 2022-23 under review, Revenue from operation of Health & Personal care division of the Company boost to Rs. 1,499.07 Lakhs as compared to previous year of financial year of Rs. 197.35 Lakhs

Last year your Company had launched 4 new products of Detergent and Liquid Dish wash under the Brand "NEU" and Liquid Hand wash in two variants; Neem Tulsi & Lavender under the Brand "Oir".

Your Company has continued its expansion activities in new regions of the country and has delivered strong competitive growth in the detergents segment; The Company delivered robust top line and bottom-line growth the Personal Care division. With focus on safety, quality of operations and prudent cost optimisation, the Health & Personal Care business continues to perform well in this particular category, job work business has also continued to do well during the period under review.

iii) Infra Division:-

During the Financial Year 2022-23 under review, Infrastructure Division has turnover of Rs. 5,851.63 Lakhs as compared to the previous year of Rs. 2,524.42 Lakhs.

During the Financial Year 2022-23, the performance of this particular segment remained commendable in view of the sectors performance. Your Company reported more than double revenue growth from the operations. The cost of raw materials and lower price realization remained a concern. The competence of your management enabled the company to sustain performance in line with expectations, Companys principal focus on core operation shall remain constant in future period of time as well.

During the year under review, the Aluminium Division of the Company has received 100% Quality Satisfaction rating in each month from the reputed Component Manufacturing Customers such as Sundaram Clayton Limited (SCL).

The Company expects to increase its revenue and the profitability during the year as the business has started showing growth and the economy as a whole has moved to its revival and future of the Company looks very bright. There is no dearth of demand and the Company is well shaped to cope up itself with the market expectations.

Future Outlook

During the period under review, your Company completed the acquisition process of Varron Aluminiumm Pvt. Ltd. (VAPL) through the provisions of Insolvency and Bank Bankruptcy (IBC), 2016, where Honble National Company Law Tribunal has passed the order on 19th January 2022 for acceptance of Resolution Plan submitted by the Company, in order to comply the provisions of Resolution Plan, the Company has paid its entire consideration within the specified time limit mentioned in the approved Resolution Plan.

The manufacturing unit of VAPL is located at Ratnagiri MIDC and is spread over the 15 acres of land. VAPL has production facility for the Products like Aluminium Alloy Ingots, Copper Ingots, M.S. Forging & Machining and Pressure Die-Casting with the production capacity of 1200, 200, 500, 500 MT/month respectively. Considering the market demand of these products, it is expected to boost revenue of the Company with the existing division/business, we are currently complying the necessary compliances of all the applicable acts and regulations and the management has decided to start its commercial operations from 31.12.2023.

5. CHANGE IN NATURE OF BUSINESS :

There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the Financial Year 2022-23. Further, there has been no change in the nature of business of the Company.

6. SHARE CAPITAL :

As at March, 31, 2023, the Authorised Share Capital of the Company was Rs. 44,75,00,000/-. The Companys paid-up Share Capital continues to stand at Rs. 27,98,58,950/- divided into 2,79,85,895 Equity shares of face value of Rs. 10/- each. During the year under review, the Company has not issued any shares or convertible securities.

7. DIVIDEND :

In order to conserve the resources for future growth of the Company, your Directors do not recommend any dividend for the year under review.

8. TRANSFER TO RESERVES :

Th e Company has not transferred any amount to the Reserves for the financial year ended 31st March, 2023.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The details of Loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements provided in this Annual Report.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES :

All contracts or arrangements entered into by the Company with its related parties during the financial year 2022-23 were in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such contracts or arrangements were on arms length basis and in the ordinary course of business, and have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Details thereof in the prescribed Form AOC-2 is appended as "ANNEXURE-B" to the Boards report, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

With respect to Particulars of Energy Conservation, Technology Absorption required under the Companies (Accounts) Rules, 2014, a separate statement of Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo is appended as "ANNEXURE-C" to the Boards report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :

a) Directors Retiring by Rotation :-

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Jaykumar Ramesh Varma (DIN: 00489792), will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board recommends the re-appointment of aforesaid Director.

b) Appointment/Re-appointments of Directors:-

During the year under review, the Board of Directors, on recommendation of Nomination & Remuneration and Audit Committee, had appointed the following:

i) Mr. Ramesh Dinkarrao Himte (DIN: 00234754) as the Additional Director (Independent, Non-Executive) of the Company with effect from 14.02.2023 who holds office up to the date of this Annual General Meeting in accordance to the provisions Section 149, 150, 152 and all other applicable provisions of the Companies Act, 2013 ("Act") read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Listing Regulations and Articles of Association of the Company.

ii) Mrs. Vrushali Jitendra Pradhan (DIN: 07594297) as the Additional Director (Women & Independent, Non-Executive) of the Company with effect from 12.08.2023 who holds office up to the date of this Annual General Meeting in accordance to the provisions Section 149, 150, 152 and all other applicable provisions of the Companies Act, 2013 ("Act") read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Listing Regulations and Articles of Association of the Company.

iii) Mr. Atul Vijay Mandlekar (DIN: 10254967) as the Additional Director (Independent, Non-Executive) of the Company with effect from 12.08.2023 who holds office up to the date of this Annual General Meeting in accordance to the provisions Section 149, 150, 152 and all other applicable provisions of the Companies Act, 2013 ("Act") read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Listing Regulations and Articles of Association of the Company.

The Company seeking approval of Members of the Company for appointment of the above said directors as Independent Director of the Company, for a period of 5 (five) consecutive years with effect from the conclusion of this Annual General Meeting and shall not be liable to retire by rotation.

Brief resume of the Director proposed to be appointed/reappointed as stipulated under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 (hereinafter referred to as "Listing Regulations) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India are given in the Notice convening the 35th Annual General Meeting of the Company.

c) Resignation of Directors / Key Managerial Personnel :

During the year under review, Mr. Pramod Bhaskarrao Borawar, Independent Director of the company was resigned from the Board of Directors with effect from 14th February, 2023 due to his personal commitments.

Further, after the financial year ended 31st March, 2023 the following Key Managerial Personnels has been resigned from the Board of Directors:

i) Mr. Rajendra Zade, Chief Financial Officer has resigned with effect from 20.04.2023;

ii) Ms. Shilpa Bhargava, Company Secretary & Compliance Officer has resigned with effect from 20.04.2023;

The Board of Directors, on recommendation of Nomination & Remuneration and Audit Committee, had appointed the following Key Managerial Personnels:

i) Mrs. Madhubala Dave as Company Secretary & Compliance Officer with effect from 20.04.2023;

ii) Mr. Nakul Bhat as Chief Financial Officer with effect from 20.04.2023;

d) Independent Directors :

The Companys Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

e) Key Managerial Personnel :

Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions and rules of the Companies Act, 2013, the following existing executives of the Company were designated as the Key Managerial Personnel of the Company by the Board in term of 2(51) of the Companies Act 2013.

Mr. Nikhil Gadkari, Managing Director Mr. Suneet Pande, Chief Executive Officer

Ms. Shilpa Bhargava, Company Secretary & Compliance Officer (Upto 20.04.2023)

Mr. Rajendra Zade, Chief Financial Officer (Upto 20.04.2023)

Mrs. Madhubala Dave, Company Secretary & Compliance Officer (w.e.f. 20.04.2023)

Mr. Nakul Bhat, Chief Financial Officer (w.e.f. 20.04.2023)

13. MANAGEMENTS DISCUSSION AND ANALYSIS :

In terms of the provisions of Reg. 34 of the SEBI (LODR) Regulations 2015, the Managements discussion and analysis is set out in this Annual Report is appended as "Annexure - D" to the Boards report.

14. EVALUATION OF BOARDS PERFORMANCE :

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015; the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

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 Board in consultation with the Nomination and Remuneration Committee 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, 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 same was discussed in the Board Meeting that followed the Meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

15. DIRECTORS RESPONSIBILITY STATEMENT :

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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

d) The directors had prepared the annual accounts on a going concern basis and;

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

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

16. BOARD MEETINGS :

The Board meets at regular intervals to discuss and decide on Company/ Business policy and strategy apart from other Board business. During the year under review, 9 (Nine) Board Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance Report, which forms an integral part of this report.The notice of Board/Committee meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Nagpur. The Agenda of the Board/Committee Meetings is set by the Company Secretary in consultation with the Chairman, the Managing Director and CEO of the Company.

17. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR & DATE OF REPORT :

There are no material changes & commitments affects the financial position of the company during the year and on the date of this report.

18. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS

There has been no significant and material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concerns status of the Company and its future operations.

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

Internal Financial Control of the Company has been designed to provide reasonable assurance with regard to recording and providing reliable Financial and operational information, complying with applicable Accounting Standards. Company periodically conducts physical verification of inventory, fixed Assets, and cash on hand and matches them with the Books of Accounts. Explanations are sought for any variances noticed from the respective functional heads.

The Companys internal control systems with reference to the financial statements are adequate and commensurate with the nature of its business and the size and complexity of its operations and ensure that all its assets are safeguarded and protected against losses.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors of the Company, appointed M/s T. P. Dable & Co, Chartered Accountants, as the Internal Auditor of the Company to conducts the audit on regular basis, the checks & controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company. The Internal Auditor directly reports to the Audit Committee for functional matters. The findings of the Internal Auditor are discussed on an on-going basis in the meetings of the Audit Committee and various steps have been taken to implement the suggestions of the said Internal Auditor. The Company undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls. The Audit Committee in its quarterly meetings periodically reviews the internal audit and controls reports.

20. COMMITTEES

The Company has total four Committees namely Audit Committee, Stakeholders Relationship cum Share transfer Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. The details of which are given in the Corporate Governance Report, which forms an integral part of this report.

21. REPORT ON CORPORATE GOVERNANCE :

Your Company is committed to achieve the highest standards of Corporate Governance. Pursuant to Regulation 34(3) read with Schedule V of Listing Regulations, Report on Corporate Governance have been made a part of the Annual Report - Annexure - E.

Auditors Certificate regarding compliance with conditions of Corporate Governance are attached along with this report.

22. PARTICULARS OF EMPLOYEES & REMUNERATION :

Pursuant to provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of remuneration paid to all the Directors/Employees and the details of the ratio of remuneration of each Director to the median employees remuneration is provided in "Annexure F".

Further, the information as required as per the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this report as "Annexure G".

23. INFORMATION TECHNOLOGY :

Your Company has been implemented Enterprises Resource Planning (ERP) System in all plants, depots, and head office of the Company enabling alignment of strategies and operations, better supply chain control at operational level and access to consolidated data of the Company through integrated system.

24. HUMAN RESOURCES :

Engaged Employees are critical to the success of your Company. In FY23 your Company successfully achieved an Engagement Score of 70%. The continuing strong momentum in the Company driven by solid growth and Innovation has helped to achieve this level.

Your Company will continue to ensure that we have a highly engaged and productive organization to deliver against our vision of being amongst the best Companies in Central India.

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has complied with the provisions relating to constitution of Internal Complaints Committee and no cases reported or filed during the year pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

26. EXTRACT OF ANNUAL RETURN :

As required pursuant to Section 92(3) read with Section 143(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 is available on the website of the Company viz. www.cianindustries.com.

27. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES :

The Company has formulated Vigil Mechanism for Directors and employees of the Company to provide adequate safeguards against victimization of persons who use such mechanism and to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy in terms of provisions of Section 177(9) of the Companies Act, 2013 and Rules made there under and pursuant to Clause 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The said policy is available on Companys website i.e. www.cianindustries.com

We affirm that during the financial year 2022-23, no employee or director or any other person was denied access to the Audit Committee.

28. RISK MANAGEMENT POLICY AND REPORT :

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

The Committee reports to the Board of Directors of the Company. At plants / units level, Internal Committees have been formed, headed by plants / units heads of respective plants / units and functional departmental heads. Such Committees report to the Risk Management Committee from time to time. The Board of Directors has developed and implemented Risk Management Policy for the Company. 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 part of this report.

a) Statutory Audit :-

M/s. P.G. Joshi & Company, Chartered Accountants, Nagpur (FRN: 104416W) were appointed with your approval as the Statutory Auditors of the Company for a period of 5 years in the 34th Annual General Meeting (‘AGM) of the Company held in the year 2021 to hold office from the conclusion of 34th AGM till the conclusion of 39th AGM.

Members are informed that the provision relating to ratification of appointment of the Auditors as per Companies (Amendment) Act, 2017 which was notified on 7th May, 2018 has been obliterated. As such, no requirement of ratification/confirmation shall henceforth be necessary for the appointment of the Auditors for their remainder period of appointment. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended 31st March, 2023. The said Auditors Report(s) for the financial year ended 31st March, 2023 forms part of this Annual Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

b) Cost Audit :-

The Company is required to maintain the cost records as specified by the Central Government under Section 148 (1) of the Companies Act 2013 and accordingly such accounts and records are made and maintained by the Company. An Audit of the Cost Accounts maintained by the Company is also conducted by a Cost Auditor appointed by the Company.

The Board of Director on recommendation of the Audit Committee approved remuneration of Rs. 60,000/- (Rupees Sixty Thousand only) including out-of-pocket expenses and GST as applicable subject to the ratification of the said fees by the shareholders at the ensuing 36th Annual General Meeting.

A resolution regarding ratification of remuneration payable to Mrs. Jyotsna Rajpal, Practicing Cost Accountants, Nagpur forms part of the Notice convening the 36th Annual General Meeting of the Company.

c) Secretarial Audit :

The Board of Directors of the Company has appointed Mr. Kaustubh Moghe, Practicing Company Secretary (Certificate of Practice No. 12486), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2023-24.

The Company has received consent from Mr. Kaustubh Moghe to act as the Secretarial Auditor for conducting audit of the secretarial records for the financial year ending 31st March, 2024.

The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2023 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in the "Annexure-H" to this report.

Reply to the Observations made in the Secretarial Auditors Report:

01. The Company has advised the Promoter and Promoter Group shareholders to dematerialise the shares and the process has been initiated and the dematerialization is in process. Further The Company applied for reclassification as some of Promoter applied/ requested to the Company to classify them as Non- Promoter/Public.

02. The said delay in filing of Forms and payment of ALF was inadvertent and unintentional in nature and was caused due to procedural aspects involved in the said process.

The management of the company has taken all the necessary steps and actions to do proper and timely compliances. It assures to do timely compliance in future under various applicable acts & regulations.

30. CORPORATE SOCIAL RESPONSIBILITY :

CIAN understands its responsibility towards the society in which it operates and is initiating small but significant steps in bringing positive changes in the environment for sustainable development taking into the consideration the interest of various stakeholders. With the rapidly changing corporate environment, more functional autonomy, operational freedom etc., CIAN has adopted CSR policy as a strategic tool for sustainable growth. For Company in the present context, CSR policy adopted is not just tool of investment of funds for Social Activity but also efforts to integrate Business processes with Social processes.

The CSR Committee of our Board provides oversight of CSR Policy and monitors execution of various activities to meet the set of CSR objectives.

The Members of the CSR Committee are:

1. Mr. Gouri Chandrayan - Independent Director (Chairman of this Committee)

2. Mr. Anandrao Raut - Independent Director

3. Mr. Ravindra Boratkar - Non-Executive Director

4. Mr. Ramesh Himte - Independent Director

The Company has constituted CSR Committee and CSR Policy is duly adopted by the Company as per the regulatory norms. CIAN considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society.

We believe that society is an important pillar which supports business activities and creates the canvas of opportunities. CSR initiatives are on the focus areas approved by the Board benefiting the community.

During the year under review, CIAN has contributed in Promotion of Sports in Nagpur, Vidharbha region of Maharashtra.

During the year under review, the Company has spent more on the CSR activities as compared to the proportion prescribed under the Companies Act, 2013. As per the Companies Act, 2013, the Company was required to spend Rs. 9.12 Lakhs/- during the FY 2022-23, whereas the Company has spent Rs. 26.692 Lakhs/- during the period under review.

The Companys annual report on the CSR activities undertaken during the financial year ended 31st March, 2023, in accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) is set out in Annexure I to this report.

31. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

33. OTHER DISCLOSURES :

a) During the year under review, the Company has not accepted any deposit within the meaning of Sections 73, 74 and 76 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);

b) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings;

c) The Managing Director and CEO of the Company has not received any remuneration or commission from any of subsidiaries of the Company as specified under section 197(14) of the Companies Act, 2013;

d) None of the Auditors of the Company have reported any fraud as specified under the second proviso of section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.);

e) During Financial year under review, there has been no revision of financial statement in the relevant financial year;

f) The Company does not have any scheme or provision of money for the purchase of its own shares by employees/Directors or trustee for the benefit employees/ Directors; and

g) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise.

34. APPRECIATION & ACKNOWLEDGEMENT :

Your Directors would like to place on record their gratitude for all the support and co-operation received from its shareholders, customers, suppliers as well as vendors, banks, business associates and other government and regulatory agencies. Your Directors would also like to take this opportunity to express their appreciation for the hard work, solidarity, co-operation and dedicated efforts put in by the employees and look forward to their continued contribution and support.

	For and on behalf of the Board of Directors
	Gouri Chandrayan
	Chairperson
	DIN :07143914
Place : Nagpur
Date : 29th August 2023