ricoh india ltd Directors report

DIRECTORS REPORT

To the Members,

Your Directors have the pleasure in presenting the 29th Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2022.

1. FINANCIAL RESULTS

The summarized financial results for the year ended March 31, 2022 and for previous year ended March 31, 2021 are as follows:

		(INR in Lakhs)
Particulars	For the year ended 31 March 2022	For the year ended 31 March 2021
Net Sales	28,886	28,729
Other Income	5,475	2,712
Total Income	34,361	31,441
Changes in Inventories of Stock-in-Trade	(1,451)	4,073
Purchase of Stock-in-Trade	19,372	13,289
Employee benefits	4,886	5,431
Other Expenses	4,460	3,843
Profit/(Loss) before interest, depreciation and exceptional items	7,094	4,805
Finance Cost	206	586
Depreciation and amortization	631	984
Profit/(Loss) before exceptional items and tax	6,257	3,235
Exceptional Items	-	-
Profit/(Loss) before tax after exceptional items	6,257	3,235
Tax Expense	-	-
Profit/(Loss) after tax	6,257	3,235
I. Items that will not be reclassified to profit or loss --Fair value changes on investments	13,484	12,286
Re-measurements of defined benefit liability/(asset)	(21)	12
Other comprehensive income/(loss) for the year, net of tax	13,463	12,298
Profit/(Loss) Balance B/F from Previous year	4,094	858
Profit/(Loss) carried forward to Balance Sheet	10,351	4,094

2. RESULTS OF OPERATIONS AND THE STATE OF AFFAIRS

During the year under review, the total revenue from operations was INR 28,886 Lakhs as compared to the last years revenue of INR 28,729 Lakhs. The Profit After Tax of your Company was INR 6,257 Lakhs as compared to the last years Profit After Tax of INR 3,235 Lakhs which is 93.42% higher from last financial year.

3. DIVIDEND

The Board of Directors of the Company has not recommended any Dividend for the Financial Year ended March 31, 2022.

4. TRANSFER TO RESERVES

INR 6,350 has been transferred to Reserves during the financial year 2021-22.

5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Under Section 186 of the Companies Act, 2013, the Company has neither given any Loan, Guarantee nor provided any Security in connection with a Loan directly or indirectly to any Person or other Body Corporate.

With regard to Investments having been made by the Company, the Directors states the Company intends to pursue a Policy of Investing surplus Reserves of the Company in Equities and accordingly the Company has invested its accumulated surplus Reserves in Equities. The Company intends to follow this Policy in the foreseeable future as well.

For details of investments made by the Company, kindly refer Note No. 6 of the Financial Statement.

6. DEPOSITS

During the period under review, the Company has not accepted or renewed any Public Deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 and Rules made thereunder.

7. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any subsidiary Company. However, I.D.C. Electronics Limited is an Associate Company of Minosha India Limited. As per the requirement of Rule 5 of the Companies (Accounts) Rules, 2014, Form AOC-1 (Statement containing salient features of Financial Statement of an Associate Company) is annexed and forms part of the Directors Report as Annexure ‘D.

During the year, no Company has become or ceased to be Companys Subsidiary, Joint Venture or Associate Company.

INFORMATION OF ASSOCIATE COMPANY:

IDC ELECTRONICS LIMITED

The investment in I.D.C. Electronics Limited (IDC) is valued at INR 1 only. IDC has not traded for many years.

8. SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards, i.e., Secretarial Standard-1 and Secretarial Standard -2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively.

9. HUMAN RESOURCE

Our People Agenda for last year focused on 3 major aspects as below:

a. Employee Wellbeing -The year started with the second and the most dangerous wave of Covid-19. Amidst that, our entire focus has been to provide support to our workforce to deal with this pandemic. At Minosha, the wellness & safety of our employees has always been our top priority and under our comprehensive wellness program, we cover GMC, GPA & GTL policies. In addition, we brought the Covid Care Policy in place to protect the employees & families strained by the pandemic which covers the Covid leaves, war room support for hospitalization/oxygen, Mediclaim, interest-free loans/advances, financial aid for vaccination and home quarantine treatment. INR 50 lakh was disbursed as interest-free Loans/advances and INR 13.70 lakh has been spent on Covid aid (including third-party/Offroll staff). It was sad to lose some of our colleagues to Covid as void of a loved one can never be filled. We are continuing our commitment to support their families by paying 50% salaries for two years.

b. Building Organization Capability- The Company has always been committed to develop, strengthen and maintain a highly competitive and performance-driven workforce for achieving the overall goals of the organization. To achieve this end the Company undertakes several initiatives to nurture, generate and strengthen the competencies of human capital to contribute for continuance of sustainable and growth path of the Company. The Company continues with its various HR initiatives such as job planning, job rotation, job enrichment, various in-house and external training facilities for employees with high potential. In FY 21-22, we redefined Organization Structure by identifying & elevating internal talent for critical roles through our robust Manpower Planning efforts. We identified Talents through multiple channels of talent acquisitions and matched them with the requirement of various functions. We also initiated Campus Drive to build our talent pool especially in the Sales function. We completed competency mapping for leadership team & initiated 360-degree assessment. We introduced psychometric assessment tools to upgrade the recruitment process for senior roles. And revamped the Induction Program "Prarambh" to handhold the new joiners. We regularly conducted sales training for pan-India sales team covering the selling skills in the changing environment & hybrid mode.

c. Enhancing Employee Engagement- We ensured regular communication & higher leadership connect with the staff through Townhalls with MD and HR Connect with Head HR. We regularly update the employees about company initiatives by rolling out frequent & timely communication. We introduced a Balance scorecard-based Goal Setting approach for building a performance-driven culture, which resulted in higher accountability. We completed the Annual Performance Appraisal process & announced increments well on time, recognized & appreciated employees at various forums for the staffs motivation. Also, we conducted various fun activities /creative contests like Think & Win, Wish Tree, Ganesha Idol painting, Toothbrush Painting, Holi Selfie, No Flame Cooking Contest, Thanksgivings etc. to keep the spirits high.

10. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during Financial Year 2021-22.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2022 AND AS ON DATE

No Material changes and commitments have occurred between the end of financial year 2021-22 and the date of this Report which could affect the financial position of the Company.

12. CORPORATE SOCIAL RESPONSIBILITY

The Company has framed a Corporate Social Responsibility (CSR) Policy in compliance with Section 135 of the Companies Act, 2013. The CSR Policy of the Company is available on the Website of the Company www.minosha.in and can be accessed at https://www.minosha.in/investors/ minosha-investors/policies/

During the year, the Company was not required to spend any money on CSR activities as per Section 135 of Companies Act, 2013 and rules framed thereunder.

The Annual Report on CSR activities is annexed herewith and marked as Annexure ‘E to the Directors Report.

13. INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FORE IGN EXCHANGE EARNINGS AND OUTGO

Information on Conservation of Energy, Technology Absprption and Foreign Exchange earnings and outgo required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure ‘C of the Directors Report.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors affirms:

a. That in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures

b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss to the Company for that period;

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

d. The Directors had prepared the Annual Accounts on a going concern basis; and

e. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company is led by a Non-Executive Director/ Chairman and comprises of five other Directors as on March 31, 2022 including one Managing Director, One Whole Time Director, Two Independent Directors and One Woman Non- Executive Director.

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013 as amended from time to time. During the year, Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

In accordance with the provisions of the Act, M. Aniket Dheramshi (DIN: 08133266), Director of this Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

During; the year under review, based on tine recommendation of the Nomination and Remuneration Committee, the Board appointed Ms. Mamta Surkali (Membership No. A40303) as Company Secretary of the Company with effect from February 16, 2022, in place of Mr. Manish Sehgal, who has resigned from the post of Company Secretary of the Company with effect from November 12, 2021. The Board placed its appreciation for the services rendered by Mr. Manish Sehgal during his tenure as the Company Secretary of the Company.

16. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the Directors are related to each other within the meaning of the term "Relative" as per Section 2(77) of the Companies Act, 2013.

17. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year ended March 31, 2022, Seven (7) Meetings of the Board of Directors of the Company were held on following dates:

i. April 13, 2021;

ii. May 28, 2021;

iii. June 26, 2021;

iv. October 07, 2021;

v. November 12, 2021;

vi. December 20, 2021; and

vii. March 24, 2022

The intervening gap between these Meetings was within the period prescribed under the Companies Act, 2013.

Details of Attendance of the Directors at the Board Meetings during the Financial year ended March 31, 2022 and also the number of other Directorships and Committee Memberships/Chairmanships in other Public Companies of the Directors of the Company is as follows:

Details of Attendance at Board Meetings and Annual General Meeting:

Name of the Director(s)	Category	Attendance Particulars			No. of Directorship and Committee Membership/ Chairmanship in other Companies
		No. of Board Meetings		Whether attended Last AGM	Other Directorship	Committee Membership	Committee Chairmanship
		Held	Attended
Mr. Atul Thakker	Managing Director	7	7	Yes	Nil	Nil	Nil
Mr. Aniket Dharamshi	Whole Time Director	7	7	Yes	1	Nil	Nil
Mr. Kalpraj Dharamshi	Non-Executive Director/ Chairman	7	7	Yes	1	Nil	Nil
Ms. Arti Sanganeria	Non-Executive Director	7	6	Yes	Nil	Nil	Nil
Mr. Deepak Gala	Independent Director	7	6	Yes	Nil	Nil	Nil
Mr. Rajesh Dharamshi	Independent Director	7	6	Yes	1	Nil	Nil

The last Annual General Meeting of the Company was held on November 11, 2021.

18. PERFORMANCE EVALUATION

In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out an annual performance evaluation of its own performance, its Committees and Individual Directors.

The Independent Directors carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole.

19. INDEPENDENT DIRECTORS DECLARATION

The Board of Directors has received declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending Board Meetings and Audit Committee Meetings.

20. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on March 24, 2022 without the presence of non-independent directors. The said meeting was conducted to enable the Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views as well as matters prescribed under Schedule IV to the Companies Act, 2013.

21. COMPOSITION OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS (A) COMPOSITION OF THE AUDIT COMMITTEE

During the financial year under review, the Audit Committee met three (3) times on May 28, 2021, June 26, 2021 and October 07, 2021. The composition of the Audit Committee and the attendance details of the Members for financial year ended March 31, 2022 are given below:

Name of Members	Category	No. of Meetings held during the year	No. of meetings attended
Mr. Rajesh Dharamshi (Chairman)	Independent Director	3	3
Mr. Deepak Gala	Independent Director	3	3
Mr. Atul Thakker	Managing Director	3	3

(B) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178(1) of the Companies Act, 2013, the Company has in place Nomination and Remuneration Committee (NRC). 4 (four) meetings of NRC were held during the year ended March 31, 2022. These meetings were held on April 13, 2021, June 26, 2021, October 07, 2021 and December 20, 2021.

The composition of NRC and the attendance details of the Members for financial year ended March 31, 2022 are given below:

Name of Members	Category	No. of Meetings held during the year	No. of meetings attended
Mr. Deepak Gala (Chairman)	Independent Director	4	4
Mr. Rajesh Dharamshi	Independent Director	4	4
Mr. Kalpraj Dharamshi	Chairman	4	4

(C) COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178(5) of the Companies Act, 2013, the Company has in place Stakeholders Relationship Committee (SRC).

3 (Three) meetings of SRC were held during the year ended March 31, 2022. These meetings were held on May 28, 2021, September 06, 2021 and October 29, 2021.

The composition of SRC and the attendance details of the Members for financial year ended March 31,2022 are given below:

Name of Members	Category	No. of Meetings held during the year	No. of meetings attended
Mr. Deepak Gala (Chairman)	Independent Director	3	3
Mr. Atul Thakker	Managing Director	3	2
Mr. Aniket Dharamshi	Whole Time Director	3	3

(D) COMPOSITION OF THE CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Corporate Social Responsibility Committee met once on October 07, 2021 during the Financial Year 2021-22.

The composition of Corporate Social Responsibility Committee and the attendance details of the Members for financial year ended March 31, 2022 are given below:

Name of Members	Category	No. of Meetings held during the year	No. of meetings attended
Mr. Deepak Gala (Chairman)	Independent Director	1	1
Ms. Arti Sanganeria	Non-Executive Director	1	0
Mr. Aniket Dharamshi	Whole Time Director	1	1

(E) COMPOSITION OF THE INVESTMENT COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY

The Company has an Investment Committee of the Board of Directors of the Company.

The composition of the Investment Committee is as follows:

Mr. Kalpraj Dharamshi	Chairman
Mr. Aniket Dharamshi	Member

No meeting of Investment Committee was held during financial year 2021-22.

(F) COMPOSITION OF BOARD COMMITTEE (FOR FINANCE MATTERS) OF THE BOARD OF DIRECTORS OF THE COMPANY

The Company has a Committee named Board Committee (for Finance matters) of the Board of Directors of the Company. The composition of said Committee of the Board of Directors of the Company is as follows:

1.	Mr. Atul Thakker	Chairperson
2.	Mr. Aniket Dharamshi	Member
3.	Mr. Deepak Gala	Member

No meeting of Board Committee was held during financial year 2021-22.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

All Related Party transactions that were entered into during the year under review were on an Arms length basis and in the Ordinary course of Business. None of the Transactions with any of Related Parties were in conflict with the Companys interest. Suitable disclosure as required has been made in the Notes to the Financial Statements.

The particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) is given in Form AOC-2 annexed as Annexure B of the Directors Report.

23. NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee of the Company has framed and adopted, a policy namely Nomination and Remuneration Policy to deal with matters of appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees of the Company.

The said policy focuses on the following aspect:

(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its Goals.

The said Policy is available at www.minosha.in and can be accessed at https:// www.minosha.in/investors/minosha-investors/policies/

24. AUDITORS

STATUTORY AUDITORS

M/s. KKC & Associates LLP (formerly M/s Khimji Kunverji and Co. LLP, Chartered Accountants) (Firm Registration No. 105146W / W100621) are the Statutory Auditors of the Company. At the Twenty Sixth (26th) AGM held on December 30, 2019, the Members had approved appointment of M/s. KKC & Associates LLP, Chartered Accountants (LLPAAP - 2267, Firm Registration No 105146 W) as Statutory Auditors of the Company to hold Office for a period of Five consecutive financial years from the conclusion of that AGM till the conclusion of the Thirty First Annual General Meeting to be held in the Calendar Year 2024.

The name of the firm of Statutory Auditors has been changed from M/s Khimji Kunverji and Co. LLP to M/s. KKC & Associates LLP with effect from May 23, 2022.

The Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks.

INTERNAL AUDITORS

M/s Mahajan & Aibara, LLP, Chartered Accountants are Internal Auditors of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Ashish O. Lalpuria & Co., Company Secretaries (FCS: 9381, CP:11155) as Secretarial Auditor of the Company, for conducting Secretarial Audit for the financial year ended March 31, 2022.

The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith as Annexure ‘A of the Directors Report. There has been no qualification, reservation or adverse remark in their Report.

25. COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013, maintenance of Cost Records of the Company is not applicable for financial year 2021-22.

26. EMPLOYEES STOCK OPTION SCHEME

The Company has not granted any Employee Stock Option within the meaning of Section 62(1)(b) of the Companies Act, 2013 read with Rules framed thereunder.

27. INVESTOR SERVICES

The Company is committed to provide its best services to its Shareholders. M/s MCS Share Transfer Agent Limited is Companys Registrar and Share Transfer Agent (RTA) for inter alia Share Transfers, Change of Address, Share Transmission and other Shareholders related matters.

Shareholders seeking information related to their shareholding may directly contact the Company or through the Companys Registrar and Transfer Agent, details of which are available on the Companys website.

28. GREEN INITIATIVE

The Ministry of Corporate Affairs, Government of India has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued Circulars stating that the Service of Notices/Documents includingAnnual Report can be sent by e-mail to its Members. To support this Green initiative of the Government in full measure, the Directors of the Company requests the Members who have not registered their e-mail address so far are requested to register their e-mail address in respect of electronic holdings with the Depository through their concerned Depository Participants while Members holding Shares in Physical form may register their e-mail address with the Registrar and Share Transfer Agent of the Company namely M/s MCS Share Transfer Agent Limited, F-65, First Floor, Okhla Industrial Area, Phase-I, New Delhi -110020.

The Directors believe that as a responsible Citizen, Members of the Company will wholeheartedly support this Green Initiative and will co-operate with the Company in implementing the same.

29. RISK MANAGEMENT POLICY

The Board of Directors has approved risk management policy. The policy outlines the risk management framework, covering the process of identifying, assessing, mitigating and reviewing critical risks impacting the Companys strategic goals.

Your Company recognizes risk management as an integral component of good corporate governance.

Risks that are assessed encompass operational risks, internal control risks, external risks, regulatory risks, credit risk, information technology risks, etc. For details, please refer to Note No. 31 of the Financial Statements.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has robust internal control systems to safeguard its assets and ensure efficient productivity commensurate with the size and industry in which it operates. The internal control mechanism ensures strict adherence to requisite laws and regulations and robust financial reporting and transaction reporting. Operational, financial and other areas covered by the Internal Audit are periodically monitored and reviewed by the Audit Committee of the Board. Any deviations from standards are corrected promptly and measures are taken to strengthen the internal control framework further.

Assurance on the effectiveness of internal financial controls is obtained through management reviews and continuous monitoring by functional heads.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy in terms of the provisions of the Companies Act, 2013 for Directors and Employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violations of laws, rules, regulations or Code of Conduct of the Company. Protected Disclosure can be made by a Whistle Blower through an e-mail to the Vigilance Officer of the Company. The Whistle Blower Policy is available on the Companys website at www.minosha.in and can be accessed at https://www.minosha.in/investors/minosha-investors/policies/

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

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 Complaints Committee to redress and resolve any complaints arising under the POSH Act. The internal Complaints Committee composed of internal members and an external member who has rich experience of this field.

There were no cases/complaints filed during the financial year ended March 31, 2022 under POSH Act.

33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT. 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT

The Board of Directors state that Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the Central Government, Audit Committee or to the Board of Directors of the Company.

34. FUTURE PLANS

The Company will leverage on the distributorship agreement with Ricoh to offer a suite of products to its existing clients and enter new accounts. Our access to the Gem portal will help our partners to offer the whole range of Ricoh products and consumables to various government clients. We are evaluating various projects and will participate in bidding for projects which satisfy our parameters.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There has been no Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and Companys Operations in Future.

36. ANNUAL RETURN UNDER SECTION 92(3) OF THE COMPANIES ACT, 2013

The Annual Return of the Company for the year ended March 31, 2022 as required under Section 92(3) of the Companies Act 2013 read with Section 134(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available on the Website of the Company and can be accessed at https://www.minosha.in/investors/minosha-investors/annual-return/

37. OTHER DISCLOSURES/ REPORTING

Your Directors state that no Disclosure or Reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

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

2. Issue of Shares (including Sweat Equity Shares) to Employees of the Company under any scheme or ESOPs.

3. The Company does not have any scheme of provision of money for the purchase of its own shares by Employees or by Trustees for the benefit of Employees.

4. Voting rights which are not directly exercised by the Employees in respect of Shares for the subscription/purchase for which Loan was given by the Company (as there is no Scheme pursuant to which such Person can beneficially hold Shares as envisaged under Section 67(3)(c) of the Companies Act, 2013.

5. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

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

38. ELECTRONIC ANNUAL REPORT

In view of the continuing Covid-19 pandemic, the MCA has vide its circular dated May 05, 2022, December 14, 2021, January 13, 2021 and May 05, 2020 read with circulars dated April 08, 2020 and April 13, 2020 (collectively referred to as "MCA Circulars"), permitted the Annual Report to be sent through electronic mode. Accordingly, electronic copies of the Annual Report for the financial year 2021-22 and Notice of the AGM are sent to all shareholders whose email addresses are registered with the Company. Members are requested to register their email IDs with Company or Registrar and Share Transfer Agent (RTA) of the Company for receiving e-copies of Annual Report, Notice to the AGM and other Shareholders communication.

39. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance.

40. PARTICULARS OF EMPLOYEES

Your Company being an Unlisted Company, disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your Company.

41. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of Section 124 and 125 of the Companies Act, 2013 read with the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of unpaid or unclaimed dividend lying in unpaid dividend account for a period of seven (7) years from the date of its transfer to the unpaid dividend account and the underlying Equity Shares of such unpaid or unclaimed dividend, are required to be transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government. Accordingly, the unclaimed dividend in respect of Financial Year 2014-2015 is in the process of being transferred to the IEPF in accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013.

As per Rule 5 of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), information containing the names and the last known addresses of the persons entitled to receive the sums lying in the account referred to in Section 125 (2) of the Act, nature of the amount, the amount to which each person is entitled, due date for transfer to IEPF, etc. is provided by the Company on its website at the link https://www.minosha.in/investors/minosha-investors/unpaid-and-unclaimed-dividend/uud2014-15/ and on the website of the IEPF Authority. The concerned Members are requested to verify the details of their unclaimed dividend, if any, from the said websites and lodge their claim with the Companys R&T Agent, before the unclaimed dividends are transferred to the IEPF. The Companys R&T Agent in this regard has also sent a communication to all the Members whose dividends have remained un-encashed, with a request to send the requisite documents to them for claiming the un-encashed dividends.

The Company has appointed, Ms. Mamta Surkali, Company Secretary, as a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company under Investors section.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all stakeholders and business associates for their support and contribution during the year. The Directors would also like to thank the Employees, Shareholders, Customers, Suppliers and Bankers for the continued support given by them to the Company and their confidence reposed in Management.

	For and on behalf of Minosha India Limited
	Atul Thakker	Aniket Dharamshi
	Managing Director	Whole Time Director
	DIN: 00062112	DIN: 08133266
Date: September 06, 2022
Place: New Delhi