reliance industrial infrastructure ltd Directors report

Dear Members,

The Board of Directors present the Companys Thirty-Fourth Annual Report and the Companys audited Financial Statements for the financial year ended March 31, 2022.

Financial Results

The Companys financial performance (standalone and consolidated) for the year ended March 31, 2022 is summarised below:

					(Rs. in lakh)
	STANDALONE				CONSOLIDATED
	2021-22		2020-21		2021-22		2020-21
Profit before Tax		991.26		807.69		1070.73		1002.54
Less:
- Current Tax	435.99		402.75		435.99		402.75
- Deferred Tax	(200.46)	235.53	(365.15)	37.60	(200.46)	235.53	(365.15)	37.60
Profit for the Year		755.73		770.09		835.20		964.94
Add: Other Comprehensive Income		1914.32		3655.53		1914.32		3655.53
Total Comprehensive Income for the year		2670.05		4425.62		2749.52		4620.47
Add: Balance in Retained Earnings Account (including Other Comprehensive income)		11989.81		8317.19		15572.66		11705.19
Sub-Total		14659.86		12742.81		18322.18		16325.66
Less: Appropriation
Transferred to General Reserve	300.00		300.00		300.00		300.00
Dividend on Equity Shares	453.00	753.00	453.00	753.00	453.00	753.00	453.00	753.00
Closing Balance (including Other
Comprehensive income)		13906.86		11989.81		17569.18		15572.66

Figures in brackets represent deductions

Dividend

The Board of Directors has recommended a dividend of Rs. 3/- (Three Rupees only) per equity share of Rs. 10/- (Ten Rupees) each fully paid- up of the Company for the financial year ended March 31,2022 (last year Rs. 3/- per equity share of Rs. 10/- each fully paid-up). Dividend is subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.

The dividend recommended is in accordance with the Companys Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Companys website and can be accessed at: http://www.riil.in/pdf/dividend-distribution-policy.pdf

Details of material changes from the end of the financial year

The continuance of corona virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. There is no significant impact of COVID-19 on the operations of the Company from the end of the financial year.

Material event during the year under review

Reclassification of the Company from Promoter Group of Reliance Industries Limited to Public

Pursuant to application made by Reliance Industries Limited under Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has been reclassified from the category of Promoter Group of Reliance Industries Limited to the Public effective October 8, 2021.

Managements Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is as under:

Results of Operations and the State of Companys Affairs

During the year, the Company earned revenue from operations of Rs. 6518.80 lakh, as compared to Rs. 5431.40 lakh in the previous year.

Income from product transportation services increased from Rs. 3274.36 lakh to Rs. 3405.51 lakh on a year-on-year basis. Income from operating construction machinery on hire increased from Rs. 440.32 lakh to Rs. 1260.03 lakh on a year-on-year basis. Income from other support services increased from Rs. 1716.72 lakh to Rs. 1853.26 lakh on a year-on-year basis. Net profit during the year was Rs. 755.73 lakh as compared to Rs. 770.09 lakh during the previous year.

The Company continues to provide infrastructural facilities and support services, namely, transportation of petroleum products and raw water through pipelines, operating construction machinery on hire and other support services to Reliance Industries Limited and its group companies with a substantial portion provided to Reliance Industries Limited.

Resources and Liquidity

The Companys net worth as on March 31, 2022 stood at Rs. 30347.82 lakh, with accumulated reserves and surplus of Rs. 28837.82 lakh. Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios and change in Return on Net Worth, along with detailed explanation is given below:

• Trade Receivables turnover ratio increased to 3.63 in FY 202122 as against 2.46 in the previous year due to increase in revenue from operations;

• Current ratio increased to 7.81 in FY 2021-22 as against 4.00 in the previous year due to increase in investments;

• Net profit margin reduced to 11.59% in FY 2021-22 as against 14.18% in the previous year majorly due to increase in Operating Expenses;

• Net Capital Turnover Ratio reduced to 0.51 in FY 2021-22 as against 0.91 in previous year due to increase in working capital;

• Trade Payables Turnover Ratio increased to 3.16 in FY 2021-22 as against 1.99 in the previous year due to increase in other expenses; and

• Return on Net worth is reduced to 2.50% in FY 2021-22 as against 2.58% in the previous year due to lower profit.

The Company continues to maintain its conservative financial profile and funds its requirements largely through internal cash generation.

Industry Structure, Developments, Opportunities and Outlook

Infrastructure sector is an essential driver for the Indian economy. The sector is responsible for driving Indias overall development and enjoys substantial focus from Government for initiating policies that would ensure time-bound creation of world class infrastructure in the country. Infrastructure sector includes power, bridges, dams, roads, and urban infrastructure development.

In October 2021, the Union Cabinet of India approved the PM GatiShakti National Master Plan including implementation, monitoring and support mechanism for providing multi-modal connectivity. As a part of the GatiShakti National Master Plan, the government is planning to launch geospatial digital platform to facilitate planning and monitoring of projects ranging from telecom networks, gas pipelines to road and railways.

As per research reports, the Indian construction industry recorded growth of 17.1% in 2021, which was supported by relaxation of restrictions and improving construction activity in the road and highways sector. Between 2023 and 2026, the construction industry is expected to register an average annual growth of 6.2%, supported by investment under the Pradhan Mantri Gati Shakti Master Plan. The industrys output will also be supported by investment of Rs. 111 trillion ($1.5 trillion) underthe National Infrastructure Pipeline (NIP), between the fiscal year FY 2020 and FY 2025 (April 2019 to March 2025).

In December 2021, the Ministry of Road Transport and Flighways of India (MoRTFI) announced investment worth Rs. 7 trillion ($92.4 billion) for infrastructure projectsto be spent overthe next 2-3 years. The industrys growth will also be supported by the governments plan to significantly increase the stock of affordable housing units for low and middle income cohorts, under the Flousing for All program by 2022.

Challenges, Risks and Concerns

Key risks of infrastructure sector primarily include increasing cost of inputs, complexities of structures and shortage of skilled labour. Even though the Government has undertaken several key reforms to ease challenges faced by this sector, changing regulatory environment, sustainability and delays in project completion leading to cost and time overruns further amplify difficulties faced by this sector.

The Company prioritizes adhering to budgeted costs while ensuring timely completion of projects thus successfully achieving stipulated targets. The Company has always deployed state-of- the-art technology, latest machineries and equipment with highly trained experts and professionals in its product transportation and construction machinery hiring business.

Although the Company over the years has been primarily serving a single largest customer with no expansion plans on the anvil, it has always been proactive in mitigating business risks with appropriate risk management framework and conservative financial profile backed by prudent business practices. The Company is well positioned to manage the risks with its strong financials and robust past track record.

Human Resource Development

The Company has a team of able and experienced professionals. The Company believes that the quality of its employees is the key in the long run. The Company continues to have cordial relations with its employees. The Company provides personal development opportunities and all round exposure to its employees.

Internal Controls

The Company has robust internal control systems and procedures commensurate with its nature of business which meets the following objectives:

• providing assurance regarding the effectiveness and efficiency of operations;

• efficient use and safeguarding of resources;

• compliance with policies, procedures and applicable laws and regulations; and

• transactions being accurately recorded and promptly reported.

The Company continues to have periodical internal audits conducted of all its functions and activities to ensure that systems and processes are followed across all areas.

The Audit Committee of the Board of Directors of the Company regularly reviews the adequacy of internal control systems through such audits. The Internal Auditor reports directly to the Audit Committee.

The Company also has a robust budgetary control system to monitor expenditure against approved budgets on an ongoing basis.

Internal Financial Controls

Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to Financial Statement.

Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.

The Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and are operating effectively as intended.

Risk Management

The Company has in place a Risk Management Policy which provides for a robust risk management framework to identify and assess risks such as safety, health and environment, operational, strategic, financial, security, property, regulatory, reputational and other risks and put in place an adequate risk management infrastructure capable of addressing these risks. The Risk Management Committee has been constituted to identify, monitor and report on the potential risks associated with the Companys business and periodically keeps the Board of Directors apprised of such risks and the measures taken by the Company to mitigate such risks.

Given below are significant potential risks of the Company and measures in place to mitigate them:

Operational Risk: Disruptions in operating the Companys pipelines and equipment may arise due to natural calamities, equipment failures or other unexpected or unforeseen interruptions. The Company consistently works towards monitoring the health of the pipelines through internal checks and external audit assurance and maintaining or improving operational efficiencies.

Safety, Health and Environment Risks: The Companys activities of transporting petroleum products through its pipelines are inherently hazardous. Any accident, explosion, leakages or acts of terrorism may cause property damage or bodily injury and adversely impact surrounding communities and environment which may result in litigations and disruption of operations. The Company has structured inspections of its operating facilities for identifying and mapping operational hazards, investigating root cause analysis and to eliminate any such occurrence by developing mitigation plans.

Further, there is a comprehensive insurance plan in place to cover the above risks.

Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 ("the Act"), Listing Regulations read with Ind AS 110 - Consolidated Financial Statements and Ind AS 28 - Investments in Associates and Joint Ventures, the audited Consolidated Financial Statement forms part of the Annual Report.

Subsidiary, Joint Venture and Associate Company

The Company did not have any subsidiary or joint venture during the financial year under review. The Company has one associate company, Reliance Europe Limited.

A statement providing details of performance, over all contribution and salient features of the financial statement of the associate company as per Section 129(3) of the Act, is provided as Annexure A to the consolidated Financial Statement and therefore not repeated in this Report to avoid duplication.

The audited Financial Statement including the consolidated Financial Statement of the Company and all other documents required to be attached thereto forms part of this annual report and is also available on the Companys website and can be accessed at: http://www.riil.in/pdf/Annual-Report-2021-22.pdf

Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively.

Directors Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2022, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have 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 as at March 31,2022 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) 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

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

Business Responsibility Report

In accordance with the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report and also available on the Companys website and can be accessed at: http://www.riil.in/pdf/riil-business-responsibility-report-2021-22.pdf

Contracts or Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on arms length basis and do not have potential conflict with interest of the Company at large.

The contracts/arrangements/transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith and marked as Annexure I to this Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companys website and can be accessed at: https://www.riil.in/pdf/riil-policv-on-materialitv.pdf

Members may refer to Note 23 to the standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

Corporate Social Responsibility

The Corporate Social Responsibility ("CSR") Policy formulated by the CSR Committee and approved by the Board continues unchanged. The CSR Policy is available on the Companys website and can be accessed at: http://www.riil.in/pdf/csr policy.pdf.

The CSR policy sets out the guiding principles for the CSR Committee, inter-alia, in relation to the activities to be undertaken by the Company, as per Schedule VII of the Act, CSR Governance and implementation, Composition of Committee and monitoring of CSR activities.

Thekey philosophy of the CSR initiativeofthe Company is to promote development through social and economic transformation.

The Company has, inter-alia, identified following areas in which it may engage for its CSR activities:

• Addressing identified needs of the underprivileged through initiatives directed towards promoting health, including preventive health care;

• Environmental sustainability and ecological balance;

• Any other activity falling within the scope of Schedule VII to the Act.

During the year, the Company spent Rs. 30.00 lakh (3.25% of the average net profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is annexed herewith and marked as Annexure II to this Report.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, A. Siddharth (DIN: 00016278), Director of the Company, retires by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC"), has recommended his appointment.

Krimesh Divecha has demitted his office as Chief Financial Officer of the Company with effect from the close of business hours of January 20, 2022 and in his place Sindhu Menon is appointed as Chief Financial Officer of the Company with effect from January 20, 2022. The Board places on record its deep appreciation for the valuable contribution made by Krimesh Divecha during his association as a Chief Financial Officer of the Company.

The Members of the Company at the Annual General Meeting held on August 27, 2021 approved payment of remuneration to DilipV. Dherai, Whole-time Directorofthe Company forthe balance period from July 1, 2021 to June 30, 2024.

The Company has received declarations from all the Independent Directors of the Company confirming that:

i. they meet the criteria of independence prescribed under the Act and Listing Regulations; and

ii. they have registered their names in the Independent Directors Databank.

The Company has devised, inter alia, the following policies:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The aforesaid policies are available on the Companys Website and can be accessed at: http://www.riil.in/pdf/policv-for-selection-of-directors-v7-240918.pdf and http://www.riil.in/pdf/remuneration-policv-for-directors-kev-manaaerial-other-empl.pdf

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations. There has been no change in the aforesaid policy during the year under review.

The Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the NRC for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. There has been no change in the policy during the year under review.

Performance Evaluation

The Company has a Policy for performance evaluation of the Board, Committees and individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-executive Directors and Executive Directors.

In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee (NRC), the Board carried out annual performance evaluation of the Board and individual Directors. The NRC carried out performance evaluation of the Committees of the Board based on the evaluation reports submitted by each Committee and the report of such evaluation was presented to the Board. The Independent Directors carried out annual performance evaluation of the Chairman, non-independent directors and the Board as a whole. A consolidated report was shared with the Chairman of the Board for review and giving feedback to each Director.

Auditors and Auditors Report

(i) Statutory Auditors

D T S & Associates LLP, Chartered Accountants (Registration No: 142412W/ W100595), Statutory Auditors of the Company, will complete their present term at the conclusion of the ensuing Annual General Meeting.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on Financial Statement referred to in the Statutory Auditors Report are self-explanatory and do not call for any further comments.

The Board of Directors has recommended the appointment of Chaturvedi & Shah LLP, Chartered Accountants, (Registration No. 101720W/W100355), as Statutory Auditors of the Company for a term of 5 (five) consecutive years to hold office from the conclusion of the ensuing Thirty-fourth Annual General Meeting till the conclusion of Thirty-ninth Annual General Meeting. They have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

(ii) Cost Auditors

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records in its books of account for the financial year 2021-22 in respect of its services of transportation of petroleum products. However, in terms of the said Rules, the requirement of cost audit is not applicable to the Company for the financial year 2021-22 as the turnover of the Company from these services was below the threshold limit prescribed in the said Rules for cost audit.

(iii) Secretarial Auditor

The Board had appointed Shashikala Rao & Co., Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report relating thereto is annexed herewith and marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Disclosures

Meetings of the Board

Five meetings of the Board of Directors were held during the year. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report forming part of the Annual Report.

Audit Committee

The Audit Committee comprises Chandra Raj Mehta (Chairman), Bhama Krishnamurthy and A. Siddharth.

During the year all the recommendations made by the Audit Committee were accepted by the Board.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises Chandra Raj Mehta (Chairman), Bhama Krishnamurthy and A. Siddharth.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Chandra Raj Mehta (Chairman), Bhama Krishnamurthy and Sandeep H. Junnarkar.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Chandra Raj Mehta (Chairman), Mahesh K. Kamdar, Sandeep H. Junnarkar and A. Siddharth.

Risk Management Committee

During the year under review, the Risk Management Committee was constituted which comprises Dilip V. Dherai (Chairman), Bhama Krishnamurthy, A. Siddharth, Krimesh Divecha and Marithammanahalli Bhagavan. During the year Krimesh Divecha ceased to be member of the Committee and Sindhu Menon was appointed as member of the Committee.

Vigil Mechanism and Whistle-blower Policy

The Company has established a robust Vigil Mechanism and a Whistle-blower Policy in accordance with provisions of the Act and the Listing Regulations. An Ethics & Compliance Task Force ("ECTF") comprising a member of Board as a Chairman and senior executives as members has been established which oversees and monitors the implementation of ethical business practices in the Company. ECTF reviews complaints and incidents on a quarterly basis and reports them to the Audit Committee.

Employees and other stakeholders are required to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Such genuine concerns (termed Reportable Matter) disclosed as per Policy are called "Protected Disclosures" and can be raised by a whistle-blower through an e-mail or a letter to the ECTF or to the Chairman of the Audit Committee.

The Vigil Mechanism and Whistle blower Policy is available on the Companys website and can be accessed at: http://www.riil.in/pdf/whistle-blower-policv-iulv2020.pdf

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle blower Policy of the Company was received by the Company.

Particulars of loans given, investments made, guarantees given and securities provided

The Company has not given any loan or guarantee or provided any security during the year under review. Particulars of investments made are provided in the Standalone Financial Statement. Members may refer to note nos. 2 and 23 to the Standalone Financial Statement.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act are as under:

A. Conservation of Energy

As an infrastructural facilities and support services provider, the operations of the Company require minimal energy consumption.

(i) Steps taken to conserve energy

a) Upgradation of anode beds for reducing power requirement of Cathodic Protection system by 30% (current consumption reduced from 250 Amp to 100 Amp). New technology Transformer Rectifier units replaced in Cathodic Protection stations and achieved the reduction in consumption by 20% (total 100 Amps to 80 Amps).

b) Installation of LED lights to reduce power consumption. Conventional lighting was replaced with LED lighting and energy saved upto 55%.

c) The SCADA system of pipeline is being upgraded, hence due to the advancement in the technology the power consumption of the system will be low and the system will be more sensitive.

(ii) Steps taken for utilising alternate sources of energy and Capital investment on energy conservation equipments

The energy requirements are mainly for the Companys pipeline operations which are within the purview of its customer. The Company has not made any capital investment on energy conservation equipment.

B. Technology absorption

(i) Major efforts made towards technology absorption:

a) Installation of online corrosion monitoring system on pipelines for health checking.

Forward pipeline corrosion monitoring system commissioned and for return pipeline system will be commissioned.

b) Installation and commissioning of SIM card-based system for Pipeline Data & Voice as alternate mode of communication which is an alternative to the Optical Fibre Cable based communication is established.

c) Installation and commissioning of CCTV based remote vigilance systems for CP station and some valve station of pipelines. This system supplements the vigilance system of CP stations.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

The selection of alternate quality of pipes for proiects, seamless pipes to ERW (Electric resistance welded). This saved about 20% cost of project for materials. ERW Pipelines are being used in re-routing projects.

(iii) Information regarding imported technology (Imported during the last three years):

The Company has not imported any technology during the last three years.

(iv) Expenditure incurred on research and development:

Installation of Flame and Gas detection system at CP installations and integration with existing Supervisory Control and Data Acquisition (SCADA) systems so that in case of eventuality it can detect the fire from Control Room.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange earned in terms of Actual Inflows - Nil

Foreign Exchange outgo in terms of Actual Outflows - Nil

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Disclosure pursuant to para (IV) of third proviso to Section II, Part II of Schedule V to the Act relating to remuneration of Dilip V. Dherai is covered in the Corporate Governance Report. For details, please refer the Corporate Governance Report forming part of the Annual Report.

Annual Return

The Annual Return of the Company as on March 31, 2022 is available on the Companys website and can be accessed at: http://www.riil.in/pdf/mgt-7-2021-22.pdf

Particulars of Employees and related disclosures

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 top ten employees in terms of remuneration drawn and the 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.

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.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, 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 investor relations@riil.in.

Prevention of sexual harassment at workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Committee to redress and resolve any complaints arising under the POSH Act. Training/Awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

General:

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares and ESOS) to the employees of the Company under any scheme.

4. The Company has no holding company or subsidiary company, hence the provisions of Section 197(14) of the Act relating to receipt of remuneration or commission by the Whole-time Director from holding company or subsidiary company of the Company are not applicable to the Company.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status and Companys operations in future.

6. No fraud has been reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

7. There has been no change in the nature of business of the Company.

8. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

9. There was no instance of one-time settlement with any Bank or Financial Institution.

Acknowledgement

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchanges, banks, customers, vendors and members during the year under review.

For and on behalf of the Board of Directors

Mahesh K. Kamdar

Chairman

April 20, 2022.