nandani creation ltd Directors report

A JOURNEY THAT DRIVES GROWTH:

A country is best known by its culture, and a culture is best known by its tradition. In an endeavor to bring the best of our countrys cultural fabric, quite literally, we launched Jaipur Kurti a brand centered around representing Indian traditional wear for all occasions. Jaipur Kurti was created to explore the varied dynamics of Indian ethnic wear, presenting this heritage to modern women at its widest range.

Your company has three brands “Jaipur kurti”, Amaiva-By Jaipur kurti” & “Desi Fusion- By Jaipur Kurti”

An Indian Womens Clothing brand promoting sustainability in a creative, durable and fashionable way. Inspired by our Indian cultural heritage, every product produced narrates the tale of fabric, needles, and machines. The brand embodies meticulous fineness in each attire and is soaked in a whimsical traditional charm that every regal customer roots for.

One of the most prosperous launches of Nandani Creation Ltd., Jaipur Kurti, Amaiva- By Jaipur Kurti and Desi Fusion by Jaipur Kurti have gained immense recognition due to the pocket-friendly appeal and versatility that they hold while catering for something captivating to each woman out there. Taking homage to Jaipur, Rajasthan, and after the exponential growth, the brands have become synonymous with the ethnic charm, sleek modernity and traditional aesthetics for todays women. The only style theory we follow is that ‘Fashion has no bar on age or criterion when it comes to flaunting style and tradition. Catering to women of all age groups their wares are available in all sizes and focus on making every woman feel like she owns her own style, trend and tradition.

A Forerunner in the ethnic fashion scene of the country, we are "Nandani Creation Limited" a NSE Listed Company, curated with dedication, commitments, modern inspirations, and heritage musings. We are a leading fashion house specializing in traditional designs, culturally rich styles and ethnic wear for women. With our unique prints and patterns being fused into everyday fashion by our manufacturing facilities, we have created a diverse range of ethnic wear loved by women. We are best for specializing in the production and sale of a wide range of ethnic Indian wear consisting of Kurtis, Kurtas, Dresses, Suit Sets, Patiala Salwars, Tops, Coord Sets, Dupattas, wide variety of Bottoms wears etc.

We are popularly known and identified in apparel market by our brand name “Jaipur kurti” and have 7 Retail Stores (COCO & FOFO) situated at

“Jaipur Kurti”, Vaishali Nagar, Jaipur; “Jaipur Kurti”, Triton Mall, Jhotwara, Jaipur “Jaipur Kurti”, MGF Mall, 22 Godam, Jaipur “Jaipur Kurti” Vidhyadhar Nagar, Jaipur “Jaipur Kurti” Sri Ganganagar “Jaipur Kurti” Commercial Street, Bangalore “Jaipur Kurti”, DT Mega Mall, Gurugram

Your company believes that our brands have a pan-India appeal across regions.

More details on the state of Companys affairs and business overview are discussed in the Management Discussion & Analysis Report forming part of this Annual Report.

The standalone and consolidated Financial Statements for the FY ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as “Ind AS”) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures regarding Ind-AS reporting have been made under the Notes to Financial Statements. The Companys performance during the FY under review as compared to the previous FY is summarized below:

During the Financial Year 2022-23:

For the financial Year 2022-23, your Company recorded Standalone Sales of Rs. 45.26 Cr as against Rs. 55.51 Cr in the previous years. The Consolidated Sales of your Company is Rs. 49.53 Crores as compared to Rs. 63.35 Crores the previous year.

The Standalone Profit of the Company after Taxation is Rs. 10.99 Lakhs as compared to Rs. 10.22 Lakhs in the previous year and the Consolidated Profit of the Company after Taxation is Rs. 10.99 Lakhs as compared to Rs. 49.58 Lakhs in the previous year.

The companys financial performance on a consolidated basis for the year ending as on March 31, 2023 is outlined as follow:

Your Company has been financing its operations and expansions through internal accruals. The Company has changed its banking partners during the year under review.

We have Bank of Baroda as our new banking partners since March, 2023 and have taken a total Cash Credit Limit of Rs. 7 Crores from the bank.

With a view to provide cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

During the year under review Company has not transferred any amount to reserve.

In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as “Listing Regulations”) and applicable Accounting Standards, the Company is required to submit Audited Consolidated financial statements of the Company, together with the Auditors report from part of this Annual Report.

The Authorized Share Capital of the Company is Rs. 13,00,00,000/- (Rupees Thirteen Crores Only) divided into 1,30,00,000 (One Crore and Thirty Lakhs) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each.

The Company has increased its Authorized Share Capital from Rs. 11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000/- (One Crore and Ten Lakhs) Equity Shares of Face Value of Rs. 10/- (Rupee Ten Only) each to Rs. 13,00,00,000/- (Rupees Thirteen Crores Only) divided into 1,30,00,000/-(One Crore and Thirty Lakhs) Equity Shares of Face Value of Rs. 10/- (Rupee Ten Only) vide Ordinary Resolution passed in the Extra Ordinary General Meeting of the Company in the Financial year ended March 31, 2023.

During the year under review, the company has raised its paid-up capital by issuing 14,00,000 Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each at a premium of Rs. 69/- (Rupees Sixty Nine Only) per Equity Share of the Company on Preferential Basis, after taking all the necessary approvals.

After the said allotment, the paid up Equity Share Capital is 11,43,39,500/- (Rupees Eleven Crores Forty Three Lakhs Thirty Nine Thousand Five Hundred Only) divided into 1,14,33,950 (One Crores Fourteen Lakhs Thirty Three Thousand Nine Hundred Fifty) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Further the Company has also issued 10,00,000 Warrants Convertible into Equity Shares of face value of Rs. 10/- (Rupees Ten only) each at a premium of Rs. 69/-(Rupees Sixty Nine Only) on Preferential Basis.

The Company has one Wholly Owned Subsidiary Company:

Desi Fusion India Private Limited

Desi Fusion India Private Limited was incorporated in Jaipur on 31.05.2016. Our Subsidiary Company is engaged in the business of Buying and Selling of Fabrics.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act) Accounting Standards and Securities and Exchange Board of India (SEBI)(Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) the Company has prepared consolidated financial statements which form part of this Annual Report.

In accordance with Schedule V of Listing Regulations, the Company is required to make the Disclosure for its Holding Company and Subsidiary Company.

A separate statement containing salient features of the financial statements of the Companys subsidiary in prescribed form AOC- 1 and the Disclosure under Schedule V is annexed as Annexure 1 to this report.

The audited financial statement including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Companys website i.e. www.nandanicreation.com The financial statement of the subsidiary company is available on the Companys Website i.e. www.nandanicreation.com

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of secretarial standards, SS1 & SS2 issued by the Institute of Company Secretaries of India.

10. MATERIAL ORDER

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

11. OPENING OF NEW RETAIL STORES WITH

BRAND “JAIPUR KURTI”

Your Company Nandani Creation Limited has total 6 Retail Stores (COCO) and 2 Retail Stores (FOFO) in India.

The Company has launched one COCO store in the F.Y. 2022-23 to expand its business at Vidhyadhar Nagar, Jaipur in the month of March, 2023. The Proposed Retail store was spread over ~ 600 sqft area and will offer the latest collection for women wear brands “Jaipur Kurti” and “Amaiva” by Jaipur Kurti.

The Company has launched one COCO store in the FY 2023-24 to expand its business in Bengaluru, Karnataka. The proposed store was spread over ~ 950 sqft area.

The Company has opened two FOFO store in the F.Y. 2022-23 and till date to Strengthen Companys own sales channel network at Jalandhar, Punjab & Gurugram, Haryana.

Through continuous focus on its own D2C sales platforms Nandani Creation is poised to strengthen its presence in women Indian wear offering category with a diverse range of collection under the brands “Jaipur Kurti” and “Amaiva” by Jaipur Kurti.

12. LAUNCHING OF NEW LOGO OF OUR

BRAND “JAIPUR KURTI”

We have launched New Logo of our Brand “Jaipur Kurti” as a part of the ongoing evolution of our brand. The below logo is our new Identity, an emblem of our vision. The Company believes that the new logo signifies trendiness and will give fresh appearance to the Companys D2C Business. It will help to reinvigorate the brand in our existing and new customers. The new logo is created in such a way that it is in tune with the rich history of our brand “Jaipur Kurti” and at the same time mirror of its future aspirations. The same was made public on October 20, 2022

13. MATERIAL CHANGES & COMMITMENTS

AFFECTING THE COMPANY:

In pursuance to Section 134(3)(l) of the Companies Act, 2013, the following Material Changes have occurred between the end of Financial Year and date of this Report affecting the financial position of the Company.

14. PUBLIC DEPOSIT

The Company has not accepted any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of Deposits which are not in compliance with Chapter V of the Act is not applicable.

15. PARTICULARS OF LOANS, GUARANTEES

OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this annual report.

16. RELATED PARTY TRANSACTIONS:

During the financial year ended March 31, 2023, all the transactions with the Related Parties as defined under section 188 the Act read with rules framed there-under and Regulation 23 of the Listing Regulations were in the ‘ordinary course of business and ‘at arms length basis. The Company does not have a ‘Material Subsidiary as defined under Regulation 16(1)(c) of the Listing Regulations.

During the year under review, the Company did not enter into any Related Party Transactions which require prior approval of the Members. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have reviewed the Related Party Transactions on a periodic basis. During the year under review, there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company except with the wholly owned subsidiary.

Further As per SEBI (LODR) Regulations, 2015 and Companies Act, 2013 transactions entered into between a holding company and its wholly owned subsidiary is exempted from any type of approvals whether by Board or shareholders.

There are no particulars of material contracts or arrangements with related parties referred in section 188(1) of the Act. Information on transactions with related parties pursuant to Section 188(1) for entering into such contract or arrangement in Form AOC-2 is annexed to this Report as Annexure-2. All the transactions with the related party were in accordance with the Section 188 of the Companies Act, 2013, read with the Rules issued thereunder and the Listing Regulations.

The Company has formulated a policy on materiality of related party transactions and also on dealing with Related Party Transactions which has been uploaded on the Companys website at the web link https://www.nanda nicreation.com/docs/investors/policies/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTIONS.pdf

17. AUDITOR AND REPORT THEREON:

SECRETARIAL AUDITOR & SECRETARIAL AUDIT

REPORT

The Board of Directors of the Company has appointed

M/s Manisha Godara & Associates, Company Secretaries, New Delhi (FRN: S2014RJ268900) as the Secretarial Auditor to conduct an audit of secretarial records for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended 31^st Day of March, 2023 under Act, read with Rules made thereunder and Regulations 24A of the listing regulations (including any statutory modification(s) or re enactment(s) thereof for the time being in force) is set out in the Annexure 3 to this report.

The Secretarial Audit Report does not contain any qualification.

The Board has re appointed M/s Manisha Godara & Associates, Company Secretaries, New Delhi (FRN: S2014RJ268900) as Secretarial Auditors of the Company for FY 2023-24. The company has received consent from Mrs. Manisha Godara to act as the auditor for conducting audit of the secretarial records for the financial year ending as on 31^st Day of March, 2024.

Further, in line with the aforesaid compliance, the Board of Directors has re-appointed M/s Manisha Godara & Associates, Company Secretaries, New Delhi (FRN: S2014RJ268900), in its meeting held on 01^st September, 2023 for conducting the Secretarial Audit for the Financial Year ending as on 31^st March, 2024.

Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report for the financial year ended March 31, 2023 from M/s Manisha Godara & Associates, Company Secretaries, New Delhi in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/CFD/ CMD1/27/2019 dated February 8, 2019. The said Report for the financial year ended March 31, 2023 has been submitted to the Stock Exchanges within the prescribed statutory timelines and annexed to the Report on Corporate Governance.

STATUTORY AUDITORS & STATUTORY AUDIT

REPORT

M/s Ashok Holani & Co., Chartered Accountants, Jaipur (FRN: 009840C), were re-appointed for the 2^nd Tenure as the statutory Auditors of the Company at 8^th Annual General Meeting of the Company held on 28^th September, 2020 for a period of 5 years till 13^th Annual General Meeting to be held in the FY 2025, subject to ratification at every AGM.

M/s Ashok Holani & Co., Chartered Accountants, Jaipur (FRN: 009840C), has confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31^st March, 2023. The Auditors Report for the financial year ended 31st March, 2023 on the financial statements of the Company is a part of this Annual Report.

As per sub section 12 of section 143 of the Act during the financial year no fraud was reported by the Auditor of the Company in their Audit Report.

INTERNAL AUDITORS & INTERNAL AUDIT

REPORT

The Board of Directors of the Company has appointed

M/s Jain Shrimal & Co., Chartered Accountants, Jaipur (FRNo.: 001704C) as the Internal Auditor to conduct an audit of Internal records for the financial year 2023-24.

The Board has re appointed M/s Jain Shrimal & Co., Chartered Accountants, Jaipur (FRN.: 001704C) as Secretarial Auditors of the Company for FY 2023-24. The company has received consent from them to act as the auditor for conducting audit of the internal records for the financial year ending as on 31^st March, 2024.

Further, in line with the aforesaid compliance, the Board of Directors has re-appointed M/s Jain Shrimal & Co., Chartered Accountants, Jaipur (FRN.: 001704C), in its meeting held on 01^st September, 2023 for conducting the Internal Audit for the Financial Year ending as on 31^st March, 2024.

18. DIRECTORS AND KEY MANAGERIAL

PERSONNEL

The Board plays a crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

As on March 31, 2023, the total Board strength comprises of 6 Directors out of which 3 Directors are Executive Directors and 3 are Non- Executive Independent Directors. All Independent Directors of the company as on the date of this report have also registered on Independent Directors in Database of IICA for Independent Directors.

The Companys Board Members are from diverse backgrounds with skills and experience in critical areas like Marketing, Finance & Taxation, Economics, Law, Governance etc. Further, all Independent Directors are persons of eminence and bring a wide range of expertise and experience to the board thereby ensuring the best interests of stakeholders and the Company. They take active part at the Board and Committee Meetings by providing valuable guidance to the management on various aspects of Business, Policy Direction, Compliance etc. and play critical role on issues, which enhances the transparency and add value in the decision making process of the Board of Directors. The composition of the Board also complies with the provisions of the Act and Regulation 17(1) of Listing Regulations. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the statutory, as well as business requirements

During the year under review, the following changes occurred in the Board of Directors:

Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mrs. Sunita Devi Mundhra (DIN: 05203015) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her reappointment for consideration by the Members of the Company at the 11^th Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act, the KMPs of the Company as on March 31, 2023 are as follows:

None of the Directors of the Company are disqualified/ debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India.

19. CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a Certificate of Auditors on its Compliance forms an integral part of this Report Annual Report as

Annexure-4.

20. EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the Company is available on the Companys website at the following web link:- https://www.nandanicreation.com/annual-report.php

21. BOARD MEETING:

During the year under review 7 (Seven) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of Meetings of the Board and its Committees are given in the Corporate Governance Report.

22. GENERAL MEETINGS:

Annual General Meeting:

The 10^th Annual General Meeting of the members of the Company was held on September 30, 2022, through video conference pursuant to the Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 followed by Circular No. 20/2020 dated May 5, 2020 and all other relevant circulars issued from time to time by MCA (collectively referred to as “MCA Circulars”) to approve Financial Statements and other matters. All the Executive Directors were present in the meeting.

Extra-Ordinary General Meeting:

The Company held an Extra Ordinary General Meeting on Thursday, December 01, 2022 at the registered office for the following matters:

- To Consider and approve increase in the Authorized Share capital and consequent Alteration of Memorandum of Association. - To offer, issue and Allot Equity Shares on Preferential Basis. - To Consider and approve Issuance of Warrants Convertible into Equity Shares on Preferential Basis.

All the executive Directors were present in the meeting.

23. COMMITTEES OF THE BOARD

The Board of Directors of the Company has constituted the following Committees:

a) Audit Committee b)Nomination and Remuneration Committee c) Stakeholders Relationship Committee

Pursuant to the provisions of the Act and Rules made there under and SEBI (LODR) regulation, 2015, the board has constituted various committees. Composition and other details on the committee are given in the Corporate Governance Report.

The Committees composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

24. MEETING OF INDEPENDENT DIRECTORS

Pursuant to Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors of the Company are required to hold at least one meeting in a year without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors of the Company shall strive to be present at such meeting.

The Details of the three Independent Directors of the Company are as follows:

During the year, One (1) Meeting of the Independent Directors was convened and held on 01.09.2022.

TERMS OF REFERENCE: i. The performance of Non-Independent directors and the Board as a Whole; ii. The performance of the Chairperson of the Company, taking into account the views of executive directors and Non-Executive Directors; iii. Assess the quality, quantity and timeliness of flow of Information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

25. DECLARATION OF INDEPENDENCY BY

INDEPENDENT DIRECTORS:

There are three Independent Directors on the Board of the Company. Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) and Schedule IV of the Act and Regulation 16 of the SEBI Listing Regulations.

The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act, and the rules made thereunder and are independent of the management.

None of the independent directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion, the Independent Directors fulfill the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per SEBI Listing Regulations.

26. FAMILIARIZATION PROGRAMME FOR

INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the Listing Regulations, the Company has put in place a familiarization Programmed for the Independent Directors with regard to their roles, rights and responsibilities in the Company and provides details regarding the nature of the industry in which the Company operates the business models of the Company etc. which aims to provide insight to the Independent Directors to understand the business of the Company.

Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities. The details of the familiarization program for Independent Directors are available on the Companys website and can be accessed at www.nandanicreation.com

27. PERFORMANCE EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration committee to formulate a process for effective evaluation of the performance of individual directors, committees of the Board and the Board as a whole.

The Board formally assesses its own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, instances of sharing best and next practices, domain, knowledge, vision, strategy, engagement with senior management etc.

The independent directors at their separate meeting review the performance of non independent directors and the Board as a whole, chairperson of the Company after taking into account the views of Executive director and non executive directors, the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon.

28. DIRECTORS RESPONSIBILITY

STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same; (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Companies as at 31^st March, 2023 and of profit and Loss of the Company for the financial year ended 31^st March, 2023; (c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Company Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; (d) the annual accounts have been prepared on a “going concern” principal; (e) proper internal financial control laid down by the directors were followed by the Companies and that such internal financial controls are adequate and operating effectively ; and; (f) Proper system to ensure compliance with the provisions of all applicable laws was in place and that such system are adequate and operating effectively.

29. MANAGEMENT DISCUSSION AND

ANALYSIS

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report as Annexure-5. It speaks about the overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Companys various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, Risk, threats, outlook etc.

30. BUSINESS RESPONSIBILITY STATEMENT

Your Company has always been at the forefront of voluntary disclosures to ensure transparent reporting on all matters related to the Companys governance and business operations. The report comprehensively covers your Companys philosophy on corporate social responsibility, its sustainability activities pertaining to efforts on conservation of environment, conducting green awareness events, its commitment towards society, enhancing primary education, initiatives and activities taken up as part of this philosophy for the year 2022-23. But since, this report is applicable only on Top 1000 Listed Entities, we are not attaching the report with the Annual Report.

31. DETAILS ON INTERNAL FINANCIAL

CONTROLS RELATED TO FINANCIAL STATEMENTS

According to Section 134(5) (e) of the Act, the term ‘Internal Financial Control (‘IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has established a robust framework for internal financial controls. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2021-22.

32. INSIDER TRADING CODE OF CONDUCT:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under SEBI(Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct has been made available on the Companys website at www.nandanicreation.com

33. NOMINATION & REMUNERATION

POLICY:

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & Re appointment of Directors on the Board of the Company and persons holding senior management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations. The Policy details are given in Corporate Governance Report.

34. OTHER STATUTORY DISCLOSURES

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy and has established Vigil Mechanism for employees including Directors of the Company to report genuine Concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act.

The Whistle Blower Policy of the Company is also available on the website of the Company at the link http://www.nandanicreation.com/docs/investors/poli cies/WHISTLER-BLOWER-POLICY.pdf. During the year, no whistle blower event was reported & mechanism is functioning well. Further, no personnel has been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED

BY THE REGULATORS OR COURTS OR

TRIBUNALS

There are no such significant and material orders passed by the regulators or courts or tribunals, impacting the going concern status and companys operations in future.

PARTICULARS OF EMPLOYEES

Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-6.

Apart from that, there are no Employees in the Company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in the report. The Company is required to give the Disclosure under Schedule V Part II secti2 of the Act. The same is attached in Annexure-6.

RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimizes adverse impact on the business objectives and enhances the Companys competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

The Risk Management procedure will be reviewed by the Audit Committee and the Board of Directors on time to time basis.

LISTING OF SHARES

Your Companys shares are listed on the National Stock Exchange of India Limited and the Listing fee for the year 2022-23 has been duly paid.

DEPOSITORY SYSTEM

As the Members are aware, your Companys shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Companys shares on NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE696V01013.

HUMAN RESOURCE DEVELOPMENT

The Company recognizes the importance of Human Resource as a key asset instrumental in its growth. The Company believes in acquisition, retention and betterment of talented team players. With the philosophy of inclusive growth, the Company has further redefined its performance management system. The new system focuses on progression of individual employees together with organizational goals. Under the new system increased thrust will be on job rotation and multi-skilling. HRD activities are taken in the Company involving positive approach to develop employees to

DATE: JAIPUR PLACE: 01.09.2023

FOR AND ON BEHALF OF NANDANI CREATION LIMITED

Sd/-

ANUJ MUNDHRA MANAGING DIRECTOR DIN:05202504

Sd/-

VANDANA MUNDHRA WHOLE-TIME DIRECTOR DIN: 05202403

Statement containing salient features of the financial statement of subsidiaries/associate

companies/joint ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

DATE: JAIPUR FOR AND ON BEHALF OF NANDANI CREATION

LIMITED PLACE: 01.09.2023

Sd/-

ANUJ MUNDHRA MANAGING DIRECTOR DIN:05202504

Sd/-

VANDANA MUNDHRA WHOLE-TIME DIRECTOR DIN: 05202403

Details of contracts or arrangements or transactions not at arms length basis

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

DATE: JAIPUR FOR AND ON BEHALF OF NANDANI CREATION LIMITED

PLACE: 01.09.2023

Sd/-

ANUJ MUNDHRA MANAGING DIRECTOR DIN: 05202504

Sd/-

VANDANA MUNDHRA WHOLE-TIME DIRECTOR DIN: 05202403

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023 (Pursuant to Section 201, 9(1) of the Companies Act, 2013 and Rule No. 09 of the Companies (Appointment and Remuneration Personnel) Rules, 2014

To

The Members

M/s Nandani Creation Limited G-13, Kartarpura Industrial Area,

Near 22 Godam, Jaipur-302006,

Rajasthan

Management Responsibility:

For Manisha Godara and Associates Company Secretaries FRN: S2014RJ268900

Date: 01-09-2023 Place: New Delhi

Sd/-

Manisha Godara A36531 CP 13570

UDIN:A036531E000882772