pondy oxides chemicals ltd Directors report


Dear Members,

Your Directors are pleased to present herewith the 28th Annual Report on the Operations of your Company along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2023 together with AuditorsRs. Report thereon.

FINANCIAL HIGHLIGHTS:

The CompanyRs.s financial performance for the year ended March 31, 2023, and the comparative figures for the previous year are summarised below:

Standalone Consolidated
Particulars For the year ended March 31, 2023 For the year ended March 31, 2022 For the year ended March 31, 2023
Revenue from Operations 1,47,166.84 1,45,480.10 1,47,618.09
Other Income 425.33 463.17 427.28
TOTAL REVENUE 1,47,592.17 1,45,943.27 1,48,045.37
Profit Before Depreciation, Interest and Tax (PBDIT) 8,266.12 8,178.63 11,037.74
Depreciation and Interest 1,690.45 1,742.98 1,793.42
PROFIT BEFORE TAX (PBT) 6,575.67 6,435.65 9,244.32
Tax 1,655.55 1,610.89 1,682.48
Profit for the year 4,920.12 4,824.76 7,561.84
Other Comprehensive Income (4.60) 11.27 (4.60)
TOTAL INCOME 4,915.52 4,836.03 7,557.24

The Comparison on Consolidated Financial highlights of the Company is not presented in the above table as the CompanyRs.s Wholly Owned Subsidiaries namely, M/s. POCL Future Tech Private Limited and M/s. Harsha Exito Engineering Private Limited were incorporated and acquired, respectively, during the financial year 2022-23.

OPERATIONS AND PERFORMANCE OVERVIEW:

As you are aware that during the year under review, there were several macro-economic uncertainties, as the economy faces severe inflation, disruption in the overall supply chain network. However, the Company dealt with these uncertainties by continuing to focus on operational excellence, marketing strategies, and keeping its Stakeholders at the core of it. Also, of smelting,there has been a significant refining along with the cost of utility such as power, fuel, which has further added to the overall cost of production.

Despite the abovementioned macro-economic and geopolitical issues, the Company was able to maintain a slightly higher margin with a net profit of Rs. 49.20 Crore as against Rs. 48.25 Crore in the previous year. On the similar note, the CompanyRs.s revenue from Operations was Rs. 1,471.66 Crore as against Rs. 1,454.80 Crore in the previous year.

TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire amount of profit amount of Rs. 4.90 Crore, which has been transferred to

General Reserve as at March 31, 2023.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE

FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.

BUSINESS DEVELOPMENTS PROPOSED

During the Financial year 2022-23, Your company has recognised an opportunity to recycle Aluminum and has set up Aluminum Recycling / Melting Facility at our existing premises located in Sriperumbudur, Tamil Nadu with a view to enhance the portfolio of other non-ferrous metals apart from Lead and Copper. The Company has completed the installation of Plant and Machineries and obtained the necessary regulatory approvals and commenced its commercial production on December 14, 2022.

Further, on March 6, 2023, the Equity Shares of the Company was listed and traded in National Stock Exchange of India for Limited (NSE) under Capital Market Segment vide NSE Financial Year 2022-23, except an

Circular Ref no. 0268/2023 in addition to the existing listing of Equity Shares of the Company in BSE.

Also, during the FY 2022-23, the Company had acquired two subsidiaries and the details of the same mentioned in this BoardRs.s Report under the heading “Subsidiaries, Associates and Joint Venture Companies”

Your Company is constantly striving to emphasise Circular Economy and the importance of Environmental Responsibility and will continue to introduce more environment friendly projects and further contribute to circular economy.

DIVIDEND:

The Board of Directors in their meeting held on May 29, 2023 have recommended a Final Dividend at 50% i.e. Rs. 5/- per share [Previous Year: 50%] on Face Value of Rs. 10/- each for the Financial Year ended March 31, 2023. The total Dividend outgo amounts to Rs. 5.81 Crore [Previous Year: Rs. 2.91 Crore].

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

a) Transfer of Unclaimed / Unpaid Dividend to IEPF

In accordance with the provisions of Section 124 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred unpaid and unclaimed dividends amounting to Rs. 1.38 Lakhs to the Investor Education and Protection Fund (IEPF) during the Financial Year 2022-23.

b) Transfer of Shares to IEPF

In accordance with the provisions of Section 124 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 755 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2022-23. Details of shares transferred to IEPF have been uploaded on the website of the Company.

ANNUAL RETURN:

In terms of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, a copy of the annual return in Form

MGT-7 is to be placed on the website of the Company. The same is available on the website of the Company https:// www.pocl.com/annual-returns/

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anil Kumar

Bansal, Chairman and Whole-time Director, who has been longest in the office is liable to retire by rotation at the ensuing

Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment and the same has been included in the agenda of the 28th

Annual General Meeting for approval of the Shareholders. During the Financial Year 2022-23, the following were the changes in the composition of the Board of Directors and Key Managerial Personnel of the Company:

(a) As informed in the previous Annual Report, Mr. K

Kumaravel who had been appointed as an Additional

Director has been regularised by the Shareholders in the 27th Annual General Meeting dated September 21, 2022.

(b) Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors in its Meeting held on August 10, 2022 approved the appointment of Mr. B Vijay as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from August 10, 2022 in place of Mrs. Usha Sankar, who retired from the services of the Company due to Superannuation.

Pursuant to the recommendations of Nomination and Remuneration Committee and the consent of the Board of Directors, the proposal for re-appointment of Mr. Ashish Bansal, Managing Director and Mr. Anil Kumar Bansal,

Chairman and Whole-time Director for a period of 3 years with effect from April 1, 2024 has been placed before the Shareholders in the 28th Annual General Meeting for their approval.

Brief profile of the Directors seeking appointment/reappointment along with the disclosures required pursuant to provisions of Listing Regulations and the Companies Act, 2013 are given in the Notice of the Annual General Meeting, forming part of the Annual Report.

During the year, four (4) meetings of the Board of Directors were held. The particulars of the meetings held and attendance by each Director are detailed in the Corporate Governance Report, which forms a part of this Report. The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India in compliance with Section 118 (10) of the Companies Act, 2013.

INDEPENDENT DIRECTORS AND FAMILIARISATION

PROGRAMME:

In terms of the provisions of Section 149(7) of the Companies

Act, 2013, all the Independent Directors of the Company have furnished a declaration to the Company stating that they fulfill the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations, 2015 and are not disqualified to act as Independent In compliance with Regulation 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Board has adopted a policy on familiarisation programme for Independent Directors of the Company. The policy familiarises the Independent Directors with the nature of industry in which the Company operates, business model of the Company, their roles, rights and responsibilities in the Company.

The details of familiarisation programme during the Financial Year 2022-23 are available on the website of the Company at https://www.pocl.com/wp-content/uploads/2023/03/ Details-of-Familiarisation-programme-imparted-to-independent-directors.pdf

KEY MANAGERIAL PERSONNEL:

Mr. Anil Kumar Bansal - Chairman and Whole Time Director, Mr. Ashish Bansal - Managing Director, Mr. K. Kumaravel - Director Finance & Company Secretary and Mr. B. Vijay - Chief Financial Officer are the Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the

Companies Act 2013 for the Financial Year ended March 31, 2023.

As informed in the previous Annual Report, in the Board Meeting held on August 10, 2022, Mr. Vijay Balakrishnan was appointed as Chief Financial Officer of the Company in place of Mrs. Usha Sankar who retired from services due to superannuation.

BOARD COMMITTEES:

The Company has constituted various Committees of the Board in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with the attendance of the Committee Members and re-constitution therein forms part of the Report on Corporate Governance, which is annexed to this report. Details of the constitution of these Committees is also available on the website of the Company https://www. pocl.com/composition-of-board-and-committees/

BOARD EVALUATION:

As required under the Companies Act, 2013 and the Listing

Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. The Company has devised a policy for performance evaluation of the Board, its Committees and Directors which include criteria for performance evaluation of Non-executive and Executive Directors.

The Company carried out the evaluation process internally which included the evaluation of the Board as a whole, its Committees and Peer evaluation of the Directors. The evaluation process focused on various aspects of the functioning of the Board and the Committees such as composition of the Board and the Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Details of performance evaluation of Independent Directors as required under Schedule IV to the Companies Act, 2013 is provided in the Report on Corporate Governance. The Directors have expressed their satisfaction with the evaluation process and its results.

REMUNERATION POLICY OF THE COMPANY:

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations, a policy relating to remuneration of the Directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors thereby analyzing the positive attributes and criteriafordetermining qualifications, independence of a Director. The said policy is available on the website of the Company at https://pocl.com/wp-content/ uploads/2016/02/4-Nomination-and-Remuneration-Policy. pdf

There has been no change in the policy since the last financial year.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - I.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Having regard to the provisions of the second proviso to

Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Any member interested in obtaining such information may address their email to kk@pocl.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: (A) Conservation of Energy -(i) Steps taken on conservation of energy:

The Company continues to use its focused energy conservation efforts, effective production scheduling and efficient energy equipmentRs.s by the following measures:

VFD with feedback system wherever possible in equipment

Automatic power control panels with hybrid filters for improving power quality

Replacement of conventional lights with LED lights

Improving heater control system for lead pots

(ii) Steps taken for utilising alternate source of energy

The company would explore the possibility of usage of Gas instead of Furnace Oil as a fuel to substantially save the energy cost.

(iii) The capital investment on energy conservation equipmentRs.s

The company has made sizeable investment in capital equipmentRs.s mainly energy conservation equipment in all its facilities wherever required.

(B) Technology absorption:

As stated in the previous Annual Report, our Company has partnered with Ace Green Recycling Inc., a Delaware Corporation in the United States, for set up the worldRs.s largest greenhouse gas (GHG) emission-free battery recycling facility in our Andhra Plant (SMD – II). This has gone live in terms of the entire commissioning and being a new technology the company shall ensure that the commercial production which we realise is concrete, is futuristic which will give us the required output for the years to come. Currently, itRs.s at the trial stage of production and in the coming months, the company would go live with commercial production.

(C) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo (Rs. in Lakhs) (Rs. in Lakhs)
2022-23 2021-22
Foreign Exchange Earnings 98,836.90 81,286.16
Foreign Exchange Outgo 85,988.52 95,656.40

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of Section 188 of the Companies

Act 2013 and necessary rules framed thereunder, all contracts / arrangements / transactions entered by the

Company during the financial year with related parties were in its ordinary course of business and on armsRs. length basis. All Related Party Transactions are placed before the

Audit Committee for their review and approval. The Audit Committee has provided omnibus approval for transactions which are of repetitive nature and/or entered in the Ordinary

Course of business and are at ArmRs.s Length and the Audit

Committee also reviews the transactions periodically on quarterly basis. Accordingly, the disclosure required under

Section 134(3)(h) of the Companies Act, 2013, in Form AOC-

2 is annexed to this Report as Annexure - II.

During the year, the Company had not entered into any contract / arrangement / transaction any person belonging to the Promoter/Promoter group which holds 10% or more shareholding in the listed entity or any other contract / arrangement / transaction which could be considered material in accordance with the policy of the Company on materiality of related party transactions and Listing Regulations. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the CompanyRs.s website at: https://pocl.com/wp-content/uploads/2021/04/2-Related-Party-Transaction.pdf

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The details of the loans, investments and guarantees or securities made by the Company under the provision of Section 186 of the Act are given under the Note No. 6 (Non-Current Investments) of the financial statements forming part of the Annual Report.

DEPOSITS:

During the year, your Company did not accept any deposits under Chapter V of the Companies Act, 2013. The Company has however received loans from Directors namely Mr. Anil

Kumar Bansal and Mr. Ashish Bansal of Rs. 368.00 Lakhs and

Rs. 199.00 Lakhs respectively, which are not considered under the definition of “Deposits” in accordance with the provisions of Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 and the full details of the Loans is given under

Note No. 44 (Related Party Disclosure) forming part of the financial statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

COMPANIES:

As at March 31, 2023, the Company has not entered into any joint ventures nor did not have any associate Company. As informed in the previous Annual Report, During the Financial Year 2022-23, the Company had incorporated a subsidiary

Company on May 27, 2022 in the name “POCL Future

Tech Private Limited” bearing Corporate Identity Number: U37200TN2022PTC152661 with the object of entering into the business segment of Plastics, E-waste, Lithium-ion, Rubber, Paper and other forms of forward-looking recycling businesses. Later, On September 30, 2022, it became the Wholly owned subsidiary of the Company.

Further, during the financial year 2022-23, the Company has acquired M/s. Harsha Exito Engineering Private Limited vide HonRs.ble National Company Law Tribunal (NCLT) Order IA/248/ CHE/2022 dated January 12, 2023 through successful Corporate Insolvency Resolution Process (CIRP). Post this acquisition, the management of POCL is planning to carry out complete re-assessment of the existing business of Glass

Manufacturing and in addition to that planning to Recycle various non-ferrous metals, and Plastics to effectively utilise the available infrastructure facilities in the unit.

None of the Companies ceased to be Subsidiaries during the year.

PERFORMANCE HIGHLIGHTS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Financial Statements in respect of each of the subsidiaries shall be available for inspection at the Registered Office of the Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries is given in Form AOC-1 (enclosed as Annexure III) and forms integral part of financial statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted Corporate Social Responsibility Committee with the following Committee Members:

(a) Mr. A Vijay Anand as the Chairman of the Committee,

(b) Mr. Ashish Bansal, Member and (c) Dr. Shoba Ramakrishnan, Member

The CSR policy of the Company is available on the CompanyRs.s website https://pocl.com/wp-content/uploads/2021/04/7-CSR_Policy.pdf

As part of its initiatives under “Corporate Social Responsibility”

(CSR), the company has contributed funds for the schemes which are detailed in the prescribed format in Annexure IV of this Report.

SHARE CAPITAL AND STATEMENT PURSUANT TO LISTING

AGREEMENT:

The Paid-up Equity Share Capital of the Company as on March 31, 2023 was Rs. 11.62/- Crore comprising of 1,16,24,780 equity shares of Rs. 10/- each.

As informed in the previous Annual Report, at the Board of Directors meeting held on August 10, 2022, has recommended issue of bonus shares subject to the approval of Shareholders at the forthcoming 27th Annual General Meeting. The Bonus Shares were approved by the Members in the 27th AGM and were issued in the ratio of 1:1. Therefore, the post-paid-up equity share capital of the Company has increased to Rs. 1,16,24,780/- Equity Shares of Rs. 10/- each.

During the year under review, your Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity. Your CompanyRs.s shares are listed with the BSE Limited and National Stock Exchange of India Limited (NSE). The Company has paid the Annual Listing fees and there are no arrears.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

POCL has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the

Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the CompanyRs.s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism.

The Vigil Mechanism is supervised by the Audit Committee and the whistle blower has direct access to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy is available on the CompanyRs.s website at https://pocl.com/wp-content/uploads/2021/04/5-Whistle-Blower-Policy.pdf

RISK MANAGEMENT POLICY:

The Board has adopted and implemented a suitable Risk

Management Policy for the company which identifies, assesses and mitigates therein different elements of risk which may threaten the existence of the company viz. strategic, financial, liquidity, security, regulatory, legal, reputational and other risks.

SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY :

The Company has Internal Control Systems commensurate with the size, scale and complexity of its operations. The

Board has devised systems, policies, procedures and frameworks for the internal control which includes adherence to companyRs.s policy, safeguarding assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose.

The Auditors of the Company have verified financial control systems prevailing in the organisation and confirmed the effectiveness of the same in their report for the Financial Year 2022-23.

MAINTENANCE OF COST RECORDS:

The Company is duly maintaining the cost records as specified by the Central Government under sub-section (1) of section

148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, such accounts and records are made available for the Cost Auditors of the Company for Audit purposes.

AUDIT COMMITTEE:

All the recommendations of the Audit Committee during the Financial Year 2022-23 have been accepted by the Board of Directors. The details of composition of Audit Committee as material orders passed by required under Section 177 to the Companies Act, 2013 is mentioned in the Report on Corporate Governance (as a part of this Annual Report).

AUDITORS AND AUDITORSRs. REPORT:

Statutory Auditors:

The Report given by M/s. L Mukundan & Associates, Statutory Auditors, on the Financial Statements of the Company for the Financial Year 2022-23 is part of this Report. There are no qualifications, given by the Auditors in their said Report.

Cost Auditors:

M/s. K. R. Vivekanandan Unni & Associates, Cost Accountants (having Firm Registration Number: 102179) were appointed as the Cost Auditors of the Company for the Financial Year 2022-23 for conducting audit of the cost accounts maintained by the Company relating to inorganic chemicals and base metals.

The Board of Directors, on the recommendation of the Audit Committee has approved a remuneration of Rs. 40,000/-

(Rupees Forty Thousand Only) in addition to the applicable taxes and out of pocket expenses. As per the provisions of Section 148 of the Companies Act, 2013, the remuneration of the Cost Auditors is required to be ratified by the shareholders of the Company.

In respect of the cost audit for FY 2021-22 which was duly submitted in the Financial Year 2022-23, the Cost Audit Report does not contain any qualification, reservation or adverse remark.

A resolution seeking Shareholders ratification for the remuneration payable to the Cost Auditor forms part of the Notice of this 28th Annual General Meeting and the same is recommended for your consideration and ratification.

Secretarial Auditors: the internal

The Board had appointed M/s. KSM Associates, Practicing Company Secretaries (Firm Registration No: P2006TN058500), to conduct Secretarial Audit for the

Financial Year 2022-23. The Secretarial Audit Report is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

REPORTING OF FRAUD(S) BY THE AUDITORS:

During the Financial Year 2022-23, the Statutory Auditors, Cost Auditors or Secretarial Auditors have not reported any fraud to the Audit Committee under Section 143(12) of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS: theThere are no significant

Regulators or Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) of the

Listing Regulations, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Rs.POSH ActRs.). Internal Complaints

Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under this policy. During the year, there were no complaints received pursuant to the provisions of the POSH Act.

DIRECTORSRs. RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134 of the Companies Act, 2013, with respect to DirectorsRs. responsibility statement it is hereby confirmed that:

1. in the preparation of the annual accounts applicable accounting standards has been followed and there is no material departure from the same; 2. the Directors 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 i.e., March 31, 2023 and of the profit of the Company for that period; 3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the CompanyRs.s assets and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a going concern basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and 6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

AWARDS AND RECOGNITION:

During the year, Mr. Ashish Bansal, Managing Director received an award on behalf of the Company with the

Certificate of recognition as “Three Star Export House” from

Director General of Foreign Trade, Ministry of Commerce &

Industry, Govt. of India based on an exceptional performance in international trade and successful achievement of desired export performance.

ANY APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ENDED 31ST MARCH 2023:

There was no such direct application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) in respect of the Company during the financial year ended March 31, 2023.

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:

There were no such instances of One-time Settlement with any Bank or Financial Institutions during the Financial Year ended March 31, 2023.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors, shareholders and other stakeholders. Your Directors recognise and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the

Company.

For and on behalf of the Board of Directors
Anil Kumar Bansal Ashish Bansal
Date: August 11,2023 Chairman & Whole-Time Director Managing Director
Place: Chennai DIN: 00232223 DIN: 01543967