kachchh minerals ltd Directors report

To,

The Members

Kachchh Minerals Limited ("The Company")

Your directors have pleasure in presenting the 42^nd Report together with the Audited Financial Statements for the period ended on March 31, 2023.

FINANCIAL HIGHLIGHTS:

PARTICULARS	2022-23	2021-22
Revenue from Operations	6,130.53	11,733.26
Other Income	50.25	48.48
Total Income	6,180.78	11,781.75
Total Expenses	7,127.29	10,107.42
Profit/(Loss) for the year before taxation	(946.51)	1,674.33
Tax Expenses	-	-
Profit / (Loss) after tax	(946.51)	1,674.33
Earnings Per Equity Share(Face Value Rs. 10/- Per Share)
Basic	(0.18)	0.32
Diluted	(0.18)	0.32

PRINCIPAL ACTIVITY:

The Company is engaged in the business of engaged inMinerals Industry by catering to mineral processing segment through extraction of various types of Silicasand China clay, Mineral raw material etc. These minerals are sometime sold as raw material and/or sold after processing as per requirement of customers.Your directors are continuously looking for avenues for future growth of the Company and are geared up to address any opportunities available. The Companys plans forsecuring the growth are under way and appropriate action will be taken in future at appropriate time for future development. There have been no significant changes in the nature of the principal business activities during the financial year. The Company is trying to make the optimum use of the resources so available.

FINANCIAL PERFORMANCE:

The Company has recorded a total income of Rs. 61.80 lacs as against Rs. 117.81 lacs in the previous year. During the year under review, the Company has incurred a loss of Rs. 9.46 lakhsas compared to previous year profit of Rs. 16.74 lakhs.There are no material changes and commitments affecting the financial position of your Company.

The Audited Standalone Financial Statements of the Company for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which have been reviewed by the Statutory Auditors.

RESERVES:

There was no amount, which was transferred to general reserves during the year under review.

DIVIDEND:

Based on the Companys financial performance for the year 2022-23 and in order to conserve cash resources to face the future challenges, the Board of Directors have not recommended any dividend on equity shares for the year ended on March 31, 2023.

SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crores only) that is divided into 1,00,00,000(One Crore only) Equity Share of Rs. 10/- (Rupees Ten only) each. Presently, the Paid-up Share Capital of the Company is Rs. 5,21,17,500/- (Rupees Five Crore Twenty One Lakh Seventeen Thousand and Five Hundred only) divided in to 53,00,900 (Fifty Three Lakh and Nine Hundred only) Equity Shares of Rs. 10/- (Rupees Ten only) each. There were no changes in share capital of the Company during the period under review.

PUBLIC DEPOSIT:

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposit under Section 73 and 74 of the Companies Act, 2013("the Act") read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

SUBSIDIARY. ASSOCIATE and JOINT VENTURE COMPANY:

The Company has no subsidiary or associate company. Further, the company has not entered into joint venture.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2023 the applicable accounting standard 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 were 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 and loss of the Company for the year under review.

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. the directors had prepared the accounts for the financial year ended March 31, 2023 on a going concern basis.

e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and 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.

CORPORATE GOVERNANCE:

Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. Our Corporate Governance practices are reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholders value legally, ethically and sustainably.

In terms of Regulation 15 of SEBI Listing Regulation, 2015, compliance relating to Corporate Governance, is not applicable to your Company as thepaid-up share capital is not exceeding Rs. 10 crores and net worth not exceeding Rs. 25 crores on the last day of the previous financial year.Further, the Company is also filing Non-Applicability of Certificate of Corporate Governance under Regulation 27 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.

BOARD AND BOARD COMMITTEES:

A. Board of Directors:

a. Composition of Board

Your Company has a broad-based Board of Directors with composition of Non-Executive, Executive and Independent Director in compliance with SEBI Listing Regulations, as well as the Companies Act, 2013. The composition of Board of Directors as on March 31, 2023 is as follows:

Category	No. of Directors
Non-Executive Independent Directors	3
Non-Executive Non-Independent Directors	3
Executive Directors	3

b. Number of Board Meetings

During the financial year ended March 31, 2023, seven (7)meetings of the Board of Directors were conducted on April06, 2022; May 17, 2022;August 12, 2022; November 14, 2022; December 19, 2022;February 10, 2023 and March 02, 2023.The provisions of the Act and Secretarial Standards were generally adhered to while conducting meetings. All the information required to be furnished to the Board was made available to them along with detailed Agenda notes.

The name and the categories of the directors on the Board, their attendance at the board Meeting held during the year and then number of directorship and committee chairmanship/membership held by them in other Companies are given herein below.

Name of Director	Designation	No. of shares held	Attendance in Meetings	No. of other Directorships in other Company including this company		No. of Committee position held in the Company**
				Board	AGM	Chairman	Member
Mr. PrakashbhaiHaribh aiKanani	Executive Director	2,12,000 equity shares	7	yes	1	-	1
Mr. Devising TejabhaHathal	Executive Director	4,00,000 equity shares	7	yes	1	-	-
Mr. Daksh Narendrabhai Trivedi	Executive Director	3,80,000 equity shares	7	yes	2	-	2
Mr. Jagdish SajanKandoria	Non-Executive Independent Director	-	2	No	1	-	-
*Mr. Jaydeep Sangani	Non-Executive Independent Director	-	5	yes	1	-	2
*Mr. Kuldip Vyas	Non-Executive Independent Director	-	5	yes	3	2	-
*Mrs. Indiraben Sadariya	Non-Executive Non Independent Director	1,50,000 equity shares	5	yes	1	-	-
*Mr. Bhaveshbhai Kanani	Non-Executive Non- IndependentDir ector	1,90,000 equity shares	5	yes	1	-	-
*Mr. Keshubha Hathal	Non-Executive Non Independent Director	2,00,000 equity shares	5	yes	1	-	-

Notes:

*appointed w.e.f. April 06, 2022.

**For the purpose of considering the limit of committee memberships and chairmanships of a Director, Audit Committee and Stakeholders Relationship Committee of public limited companies have been considered.

All the Directors have informed the Company periodically about their Directorship and Membership in the Board/Committees of the Board of other companies. None of the Directors hold directorship in more than twenty (20) Indian companies, with no more than ten (10) public limited companies. Further, pursuant to Regulation 17A of the SEBI Listing Regulations, none of the Directors on the Board serves as an independent director in more than seven (7) listed entities and none of the Director who is Executive Director serves as independent director in more than three (3) listed entities. Also, none of the Director acts as a member of more than ten (10) committees or acts as a chairperson of more than five (5) committees (committees being Audit Committee and Stakeholders Relationship Committee) across all Public Limited Companies in which they are Director as per Regulation 26(1) of the SEBI Listing Regulations.

B. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The list of Directors & Key Managerial Person of the Company as on March 31, 2023 is as follows:

1. Mr. Jaydeep Sangani (DIN 09309677)	Non-Executive Independent Director
2. Mr. Kuldip Vyas (DIN 02529838)	Non-Executive Independent Director
3. Mr. Jagdish Kandoria(DIN 08705510)	Non-Executive Independent Director
4. Mr. Prakashbhai Haribhai Kanani (DIN 02331173)	Executive Director
5. Mr. Daksh Narendrabhai Trivedi (DIN05232654)	Executive Director
6. Mr. Devising TejabhaHathal (DIN09046307)	Executive Director
7. Mrs. Indiraben Sadariya (DIN 09282192)	Non-Executive Non-Independent Director
8. Mr. Bhaveshbhai Kanani (DIN 09282191)	Non-Executive Non-Independent Director
9. Mr. Keshubha Hathal (DIN 09282278)	Non-Executive Non-Independent Director
10. Mr. Ashok Bhut (PAN: ALLPB6246R)	Chief Executive Officer
11. Mr. Hiteshbhai Thakker (PAN: AGSPT4450F)	Chief Financial Officer
12. Ms. Bhavini Patel(ACS No - 68487)	Company Secretary

During the financial year;

• Mrs. Indiraben Vasudevbhai Sadariya (DIN: 09282192)has been appointed as aNon- Executive Non-Independent Director w.e.f. April 06, 2022;

• Mr. Bhaveshbhai Haribhai Kanani(DIN: 09282191) has been appointed as a Non-Executive NonIndependent Director w.e.f. April 06, 2022;

• Mr. Keshubha Lakhubha Hathal (DIN: 09282278) has been appointed as a Non-Executive NonIndependent Director w.e.f. April 06, 2022;

• Mr. Jaydeep Ghanshyambhai Sangani (DIN: 09309677) has been appointed as a Non-Executive Independent Director w.e.f. April 06, 2022;

• Mr. Kuldip Bhalchandra Vyas (DIN: 02529838) has been appointed as a Non-Executive Independent Director w.e.f. April 06, 2022.

• The designation Mr. Prakashbhai Haribhai Kanani (DIN: 02331173)has been changed from NonExecutive Non-Independent Director to Executive Director w.e.f. April 06, 2022;

• The designation Mr. Devising TejabhaI Hathal (DIN: 09046307) has been changed from NonExecutive Non-Independent Director to Executive Directorw.e.f. April 06, 2022;

• The designation Mr. Daksh Narendrabhai Trivedi (DIN: 05232654) has been changed from NonExecutive Non-Independent Director to Executive Director w.e.f. April 06, 2022;

• Mr. Ashok Jivrajbhai Bhut (PAN: ALLPB6246R) has been appointed as a Chief Executive Officer (CEO) w.e.f. April 06, 2022;

• Mr. Hitesh Thakkar (PAN: AGSPT4450F) has been appointed as a Chief Financial Officer (CFO) w.e.f. August 12, 2022;

• Ms. Bhavini Patel (ACS No - 68487)has been appointed as a Company Secretary and Compliance Officer and post financial year she has resigned.

None of the Directors are disqualified from being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The Company has received declarations from Independent Directors of the Company stating that they have meet criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

In the opinion of the board, the independent directors possess the requisite expertise and experience and are the person of integrity and repute. They fulfill the Conditions specified in the Companies Act, 2013 and the rules made thereunder and are independent of the management.

Further, all the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon ("IICA") as notified by the Central Government under Section 150(1) of the Companies Act, 2013.Your Board confirms that, the independent directors fulfil the conditions prescribed under the SSEBI Listing Regulations, 2015 and they are independent of the management.

C. DIRECTOR RETIRING BY ROTATION

Pursuant to provisions of section 152 of the Act, and in terms of the Memorandum and Articles of Association of the Company, Mr. Prakash Kanani (DIN: 02331173) Executive Director and Mrs. Indiraben Sadariya (DIN: 09282192) Non-Executive Non-Independent Directorare liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The re-appointment is being placed for your approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 42^ndAGM of the Company, for a brief profile of the Director.

D. MEETING OF INDEPENDENT DIRECTORS:

A meeting of the Independent Directors was held on February 10, 2023 pursuant to Section 149(8) read with Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations, 2015.The terms of reference of the Independent Directors includes various matters in conformity with the statutory guidelines including the following:

a. Review the performance of Non - Independent Directors and the Board as a whole;

b. Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non - Executive Directors;

c. Assess the quality, quantity and timelines of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

E. COMMITTEES OF DIRECTORS:

With a view to have a more focused attention on business and for better governance with accountability, the Board has constituted various committees of directors. Some of the Committees of the Board were reconstituted, renamed and terms of reference were revised to align with the provisions of the Act and SEBI Listing Regulations. The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. The minutes of Committee meetings are tabled at the Board meetings and the Chairperson of each Committee briefs the members of the Board on the important deliberations and decisions of the respective Committees.

I. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI Listing RegulationsThe terms of reference stipulated by the Board of Directors to the Audit Committee are as contained under Regulation 18 read with Part C of Schedule II of the SEBI Listing Regulations and Section 177 of the Act.

• The Committee comprises of three Directors out of which 2/3rd are Independent Directors and Chairperson of the committee is an Independent Director;

• All members are financially literate and bring in expertise in the fields of finance, accounting, development, strategy and management;

• None of recommendations made by the Audit Committee were rejected by the Board.

The Audit Committee met on four times during the financial year onMay 17, 2022; August 12, 2022; November 14, 2022; and February 10, 2023. The composition of the Audit Committee & attendance of the members in the meeting during the year is as follows:

Name	Designation	Designation	No. of Meetings
			Held	Attended
	Non-Executive,
Mr. Kuldip Vyas	Independent	Chairman	4	4
	Director
	Non-Executive,
Mr. Jaydeep Sangani	Independent	Member	4	4
	Director
Mr. Daksh Trivedi	Executive Director	Member	4	4

II. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Act read with Regulation 19 of SEBI Listing Regulations. The terms of reference of the Nomination and Remuneration Committee are as contained under Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations and Section 178 of the Act.

• The Nomination and Remuneration Committee comprises of three directors out of which 2/3rd are independent directors and Chairperson of the committee is an independent director;

• None of recommendations made by the Committee were rejected by the Board.

During the year under review, the Nomination and Remuneration Committee met two (2) times in the financial year ended March 31, 2023 on April 06, 2022 andAugust12, 2022.

The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company along with the details of meetings held and attended by the members of the Committee during the financial year ended March 31, 2023:

Name	Designation	Designation	No. of Meetings
			Held	Attended
Mr.JagdishKandoria	Non-Executive, Independent Director	Chairman (upto 06.04.2022)	1	1
Mr. Daksh Trivedi	Non-Executive, Non-Independent	Member (upto 06.04.2022)	1	1
Mr. Kuldip Vyas	Independent Director	Chairman (w.e.f. 06.04.2022)	1	1
Mr. Jaydeep Sangani	Non-Executive, Independent Director	Member (w.e.f. 06.04.2022)	1	1
Mr. Bhavesh Kanani	Non-Executive, Non- IndependentDirector Director	Member (w.e.f. 06.04.2022)	1	1

III. Stakeholders? Relationship Committee:

Companys Stakeholders Relationship Committee is constituted pursuant to Section 178 (5) of the Act and Regulation 20 of the SEBI Listing Regulations.

• The Committee comprises of four directors out of which two are independent directors. The Chairperson of the Committee is Non-Executive - Non-Independent Director;

• None of recommendations made by the Committee were rejected by the Board.

The Committee periodically reviews the status of shareholders grievances and redressal of the same. The Committee met fourtimes in the financial year on May 17, 2022; August 12, 2022; November 14, 2022; and February 10, 2023; and February 10, 2022. The necessary quorum was present for all the meetings.

The composition of Stakeholders Relationship Committee and attendance of the members during the year is as given below.

Name	Designation	Designation	No. of Meetings
			Held	Attended
Mr. Kuldip Vyas	Non-Executive, Independent Director	Chairman	4	4
Mr. Jaydeep Sangani	Non-Executive, Independent Director	Member	4	4
Mr. Prakash Kanani	Executive Director	Member	4	4
Mr. Daksh Trivedi	Executive Director	Member	4	4

During the year under review, the Company has received and resolved4 complaints. No complaints are pending as on the year ended March 31, 2023.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarised with their roles, rights and responsibilities in the company as well as with the nature of industry and business model of the company through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

PERFORMANCE EVALUATION OF THE BOARD. COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and Regulation 17 of the SEBI Listing Regulations, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board also carried out annual evaluation of the working of its Audit, Nomination and Remuneration as well as Shareholders / Investors Relations and Grievance Committee. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration committee a Nomination and Remuneration Policy. The policy is available on website of the company at www.kachchhminerals.com.The policy inter-alia covers the Directors appointment and remuneration, Key Managerial Personnel and other senior management appointment and remuneration. The purpose of the Remuneration Policy is to establish and govern the procedure applicable:

• To evaluate the performance of the members of the Board.

• To ensure remuneration payable to Directors KMP & other senior Management strike appropriate balance and commensurate among others with the functioning of the Company and its long-term objectives.

• To retain motivate and promote talent within the Company and to ensure long term sustainability of the managerial persons and create a competitive advantage.

• To recommend to the board, all remuneration, in whatever form, payable to senior management.

• Pecuniary Relationship or Transactions with Non-Executive Directors

During the year, there were no pecuniary relationships or transactions entered into between the Company and any of its Non-Executive / Independent Directors apart from payment of sitting fees and / or commission / perquisites as approved by the members. Non-Executive Directors ("NEDs") are paid remuneration by way of Sitting Fees or Commission, subject to the statutory ceiling.

CODE OF CONDUCT:

The Company has adopted a Code of Conduct for Prevention of Insider Trading including policies and procedures for inquiry in case of leak or suspected leak of unpublished price sensitive information, Code for Fair Disclosure and Code of Conduct to regulate, monitor and report trading in securities by the Directors, designated persons and immediate relatives of designated persons of the Company in compliance with SEBI (Prohibition of Insider Trading) Regulations,2015 ("Insider Trading Regulations"). Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations. The transactions by designated persons above threshold approved by Board is subject to preclearance by compliance officer. Company Secretary has been appointed as the Compliance Officer for purpose of Insider Trading Regulations. Designated persons have made annual disclosure to Company as per requirements of Insider Trading Regulations and Companys Code of Conduct. The Code is available on website of the Companywww.kachchhminerals.com.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL fKMPs) / EMPLOYEES:

Disclosures of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Companys various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the Financial Year 2022-23.

WTD/CEO/CFO CERTIFICATION:

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Chief Executive Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.

r

INDIAN ACCOUNTING STANDARDS (IND AS):

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company has adopted IND AS and the financial statements for the year ended March 31, 2023 are prepared in accordance to the same.

SECRETARIAL STANDARDS DISCLOSURE:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a. Issue of equity shares with differential right as to dividend, voting or otherwise

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

c. Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission.

d. No significant or material order was passed by the regulators or courts or tribunals which impact the going concern status and the Companys operation in future.

e. The Company has zero tolerance for sexual harassment at the workplace. During the year under review, the Company is neither required to adopt policy for prevention of Sexual Harassment of Women at Workplace nor to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

f. The provisions of Corporate Social Responsibility (CSR) are not applicable to your company.

g. The Company has not raised funds through preferential allotment or qualified institutional placement.

ACKNOWLEDGEMENT:

Your Board takes this opportunity to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers, Financial Institutions, Stock Exchange, Regulatory and Government Authorities and other Stakeholders at large for all support rendered during the year under review. We strive to build rewarding relationships with our stakeholders - clients, employees, shareholders, business partners, communities and regulators - for achieving our long-term vision aligned with our stakeholders interests.The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation. The Directors hereby acknowledge the dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees of the Company and their families during the year.

	BY ORDER OF THE BOARD
Place: Mumbai Dated: 14.08.2023	Sd/- Sd/-
	Daksh Trivedi Mr. Prakashbhai Kanani
	Director Director
	DIN: 00185268 DIN: 02331173

Annual Report 2022-2023

ANNEXURE A: Disclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Name	Designation	Ratio of Remuneration of each Director / Employee to the median remuneration	Remuneration
	2023 2022
Not applicable as Remuneration is not paid during the financial year

the ratio of the remuneration of each director to the median remuneration of the employees of the company

Not applicable as Remuneration is not paid during the financial year

2) the percentage increase in remuneration of Directors & KMPs in the financial year

Not applicable

3) percentage increase in the median remuneration of employees in the financial year

Not applicable

4) Number of permanent employees on the rolls of Company as at March 31, 2022

5) Average increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with percentile increase in the managerial remuneration & justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration

6) The key parameters for any variable component of remuneration availed by the Directors

NA

7) There are no employees of the Company who receive remuneration in excess of the highest paid Director of the Company.

8) Affirmation that the remuneration is as per the remuneration policy of the Company

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnels and senior management is as per the Remuneration decided by Nomination and Remuneration Committee of your Company.