Airan Ltd Directors Report

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Jul 24, 2024|12:00:00 AM

Airan Ltd Share Price directors Report

To,

The Members(s) of

Airan Limited

The Board of Directors hereby presents the CompanyRs.s 28th Annual Report of the business and operations of Airan Limited (“the Company”), along with the Consolidated and Standalone Audited Financial Statements, for the financial year ended on March 31, 2023.

Financial Highlights:

The CompanyRs.s financial performance (standalone and consolidated) for the year ended on March 31, 2023 is summarized below:

( in lacs)
Particulars

Standalone

Consolidated
Year ended March 31, 2023 Year ended March 31, 2022 Year ended March 31, 2023 Year ended March 31, 2022
Revenue from operations 8623.61 7673.63 9738.53 8729.66
Other Income 176.85 488.11 296.50 591.14
Total Income 8800.46 8161.74 10035.03 9320.05

Operating expenditure before Finance cost, depreciation and amortization

7172.77 6693.69 8077.44 7546.60

Earnings before Finance cost, depreciation and amortization (EBITDA)

1627.69 1468.5 1957.59 1173.45
Less: Finance costs 33.30 18.90 61.34 48.92
Depreciation and amortization expense 396.91 435.61 514.26 510.28
Profit before tax 1197.48 1013.54 1381.99 1214.25
Less: Tax expense 270.58 168.79 309.32 212.58
Profit for the year (PAT) 926.90 844.76 1055.46 998.60

YEAR AT A GLANCE

Financial Performance on Standalone Basis:

The total income of the Company for the year ended March 31, 2023 was Rs. 8800.46 Lakh as against the total income of Rs. 8161.74 Lakh for the previous year ended March 31, 2022. The Total Income of the company was increased by 7.26% over previous year.

The Company has earned a Net Profit after Tax of Rs. 926.90 Lakh for the year under review as compared to Net Profit of Rs. 844.76Lakh in the previous year. The profit of the Company increased about 9.72% as compared to previous financial year.

Financial Performance on Consolidate Basis:

The total income of the Company for the year ended March 31, 2023 was Rs. 10035.03 Lakh as against the total income of Rs. 9320.05 Lakh for the previous year ended March 31, 2022. The Total Income of the company was increased by 7.67% over previous year. The Company has earned a Net Profit after Tax of Rs. 1055.46 Lakh for the year under review as compared to Net Profit of Rs. 998.60 Lakh in the previous year. The profit of the Company increased about 5.69% as compared to previous financial year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of the Company for the financial year 2022-23 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards (“Ind AS”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI (LODR) Regulations, 2015”) which form part of this Annual Report

Dividend

With a view to conserve the resources of company for future growth, the Board of Directors do not recommend any Dividend for the Financial Year 2022-23 (Previous Year Nil).

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

Amount transferred to reserve

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

Change in Nature of Business

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

SHARE CAPITAL: Authorized Capital

The present Authorized Capital of the Company is Rs.26,00,00,000 (Rupees Twenty Six Crores Only)divided into 13,00,00,000 (Thirteen Crores) Equity Shares of Rs. 2.00 each.

Issued, Subscribed & Paid-up Capital

The present Issue, Subscribed & Paid-up Capital of the Company is Rs.25,00,40,000 (Rupees Twenty Five Crore Forty Thousand Only)Lakh divided into 12,50,20,000 (Twelve Crore Fifty Lakhs Twenty Thousand) Equity Shares of Rs. 2.00 each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

The Board of Directors of the Company is led by the Three Executive Director which comprises of One Managing Director and other Executive Director, Four Independent Directors and one Non-Executive Director (other than Independent Director). As on March 31, 2023, the Board was constituted with Mr. Sandeepkumar Vishwanath Agrawal, Chairman& Managing Director, Mrs. Poonam Sandeepkumar Agrawal, Executive Director, Mr. Abhishek Sandeepkumar Agrawal, Executive Director, Ms. Sarita Neeraj Aggarwal, Non- Executive Director, Mr. Manish Chidambaram Iyer, Ms. Bhoomika Aditya Gupta, Siddharth Sampatji Dugar and Mr. Ajit Gyanchand Jain Independent Directors .

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided at page no. 26 of this Annual Report.

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Appointment/Re-appointment:

During the Year, Mr. Manish Chidambaram Iyer (DIN: 00631972), Independent director of the company was reappointed for 5 (five) years in the 27 Annual General Meeting (AGM) of the Company held on September 24, 2023 for the second term of 5 th years on the board of the company which will commence from 28 August, 2023. th

Retirement by rotation and subsequent re-appointment

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof and Articles of Association of the Company, Mrs. Sarita Neeraj Aggrawal (DIN: 07694108) Director of the Company retires by rotation at the 27th Annual General Meeting and being eligible, offer herself for re-appointment. The Nomination and Remuneration Committee and Board of Directors recommended her re-appointment on the Board.

Cessation

During the year Mr. Jayesh Jain, Independent Director of the company has resigned form his post as on 13 th February, 2023.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company or through audio visual means.

During the year under review, Board of Directors of the Company met 7 (Seven) times, viz 21st May, 2022, 10 August, 2022, 27 th th August, 2022, 11 October, 2022, th 14 November, 2022, 11th th February, 2023 and 31 March, 2023.st The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has four Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all four Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations and they are Independent of Management. A separate meeting of Independent Directors was held on 31 March, 2023 to r st eview the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://airanlimited.com/docs/TAndCOfID%20(1).pdf The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2022-2023. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for re-appointment as Independent Directors and are independent of the Management.

Information on Directorate

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Poonam Sandeepkumar Agrawal (DIN: 02566480), Executive Director of the Company retires by rotation at the ensuing annual general meeting. She, being eligible, has offered herself for re-appointment as such and seeks re-appointment. The Board of Directors recommends her re-appointment on the Board. The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standards-II issued by ICSI, of the person seeking reappointment as Director and revision in Remuneration is annexed to the Notice convening the twenty fifth annual general meeting.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Sandeepkumar Agrawal who is acting as Chairman and Managing Director of the Company and Mr. Krunal Ashokkumar Jethva who is acting as Chief Financial Officer of the Company and Mrs. Stuti Kinariwala who is acting as a Company Secretary.

As on the date of this report, the Company has Mr. Sandeepkumar Agrawal who is acting as Chairman and Managing Director of the Company, Mr. Krunal Ashokkumar Jethva who is acting as Chief Financial Officer of the Company and Ms. Stuti Kinariwala as Company Secretary and Compliance officer of the Company.

Performance Evaluation

In terms of the requirement of the Act and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees. During the year under review, the Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees. The exercise was led by the Chairman of the NRC along with the Chairman of Board.The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Evaluation of Board, Individual Directors and Committees include, inter alia, the following:

Board Evaluation Evaluation of Individual Directors Committee Evaluation
Board Structure - qualifications, experience and competencies Professional qualifications and experience Mandate and composition
Board Diversity Knowledge, skills and competencies Effectiveness of the Committee Structure of the Committee
Meetings - regularity, frequency, agenda, discussion and recording of minutes Fulfillment of functions, ability to function as a team Attendance Meetings - regularity, frequency, agenda, discussion and dissent, recording of minutes
Functions - strategy, governance, compliances, evaluation of risks, stakeholder value and responsibility, Commitment, contribution, integrity and independence Independence of the Committee from the Board and contribution to decisions of the Board
conflict of interest Independence of management from the Board, access of Board and management to each other In addition to the above, the Chairman of the Board Meetings is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer Meetings, impartiality and ability to keep shareholders interests in mind

DirectorsRs. Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same; 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 or loss of the Company for that year; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts for the year ended March 31, 2022 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

1. Audit Committee

2. Nomination and Remuneration Committee

3. StakeholderRs.s Relationship Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

Audit Committee

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As at March 31, 2023, the Audit Committee comprised Mr. Manish Iyer (Non-Executive Independent), as Chairman, Mr. Siddharth Dugar (Non-Executive Independent) as Member Mr. Abhishek Sandeepkumar Agrawal (Executive Director) and Mrs. Bhoomika Gupta (Non-Executive Independent), as Members Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism

The Company has established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the CompanyRs.s Code of Conduct or ethic policy. The said mechanism also provides for adequate safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The details of establishment of such mechanism has been disclosed in the BoardRs.s Report. Further, the Policy on Vigil Mechanism is available on the website of the Company at https://airanlimited.com/docs/whistle-blower-policy%20(1).pdf

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed to this Report as Annexure A.

The statement also provides details of performance and financial position of each of the subsidiaries. Audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at www.airanlimited.com During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2023.

PUBLIC DEPOSITS

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2023.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2023.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the CompanyRs.s website and can be accessed at https://airanlimited.com/docs2023/MGT-7_AIRAN.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at ArmRs.s Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations. There was no contracts, arrangements or transactions which was executed not in ordinary course of business and/or at armRs.s length basis. Further, there were no related party transactions with the CompanyRs.s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at ArmRs.s Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Members may refer to the notes to the accounts for details of related party transactions entered as per Indian Accounting Standard 24. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the SEBI LODR Regulations.

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the CompanyRs.s website and can be accessed at the Web-link https://airanlimited.com/docs/RPT%20POLICY_09052023.pdf The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations. M/s. Deora Maheshwari & Co., Chartered Accountants (Firm Registration No. 123009W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting (as defined in section 143 of Companies Act, 2013).

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of 31 March, 2023, st our internal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitment have occurred that would affect financial position of the company from end of the financial year of the company to which financial statements relate and the date of the directors report.

DETAILS OFMATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. 31 March, 2023. to the date of this Report. st

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employeesRs. remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure B.

The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure will be for inspection. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2022-2023, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed off and Nil complaints remained pending as of March 31, 2023.

RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. During the year under review, the Management reviewed the risk management and minimization procedure adopted by the Company covering the business operations of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of energy i.) The steps taken or impact on conservation of energy: Company ensures that the operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved. ii.) The steps taken by the Company for utilizing alternate sources of energy: No alternate source has been adopted. iii.) The capital investment on energy conservation equipment: No specific investment has been made in reduction in energy consumption.

B. Technology absorption i.) The effort made towards technology absorption: Not Applicable. ii.) The benefit derived like product improvement, cost reduction, product development or import substitution:

Not Applicable iii.) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -a. The details of technology imported: Nil. b. The year of import: Not Applicable. c. Whether the technology has been fully absorbed: Not Applicable. d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable. iv.) The expenditure incurred on Research and Development: Nil C. Foreign Exchange Earnings & Expenditure: i.) Details of Foreign Exchange Earnings: 2569.56 lakhs ii.) Details of Foreign Exchange Expenditure: Nil

Corporate Social Responsibility

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee (“the CSR Committee”) with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. As at March 31, 2022, the CSR Committee comprised Mrs. Poonam Agrawal (Executive Director) as Chairperson and Mrs. Bhoomika Gupta (Non-Executive Independent Director) and Sarita Aggarwal (Non-Executive Director) as Members of the Committee.

The CSR Committee is responsible for indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. During the year under review, CSR Committee met 2 (Two) times on 21 May, 2022 and 11 February, 2023 st th .. The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities and annual report on CSR activities.

During the Financial Year 2022-23, Main Focus of the company with respect to CSR was to contribute maximum amount to build up the pilgrimage of India Shree Ram Janambhoomi at Ayodhya.

The CSR Policy may be accessed at the web link https://airanlimited.com/docs/CSR_FINAL.pdf The Annual Report on CSR activities in prescribed format is annexed as an Annexure C.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the BoardRs.s Report as Annexure D.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report as Annexure E.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Deora Maheshwari & Co., Chartered Accountants (Firm Registration No. 123009W) were appointed as Statutory Auditors of your Company at the twenty Second Annual General Meeting for a term of five consecutive years, subject to ratification of appointment at every subsequent annual general meeting to be held after twenty Second Annual General Meeting. M/s. Deora Maheshwari & Co., Chartered Accountant, (FRN: 123009W) is proposed to be re-appointed as Statutory Auditors of your Company at forthcoming Annual General Meeting, for the second term of four consecutive years for a term till the conclusion of 32nd Annual General Meeting to be held in the calendar year 2027. The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Disclosure of total fees paid to Statutory Auditor, on a consolidated basis

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to statutory auditors of the Company and other firms in the network entity of which the statutory auditors are a part, during the year ended March31, 2023, is Rs.4,17,745/-plus GST.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost record.

SECRETARIAL AUDITOR AND THIEIR REPORT

The Company has appointed SCS & Co.LLP, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. conservation The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except.

Sr. No. Observations Management Reply
1 Delay by Company in entering majority of UPSI Sharing Entries in software (Structured Digital Database) Management of Company will be more alert in making entries of UPSI Sharing into software the same day on which UPSI is shared to any Designated Persons for any specific compliance Purpose. Delay was unintentional, to make all compliance within due date, UPSI sharing entries into software got delayed.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Rs.Meetings of the Board of DirectorsRs. and Rs.General MeetingsRs., respectively, have been duly complied by your Company.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iv) There is no revision in the Board Report or Financial Statement; (v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and CompanyRs.s operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your CompanyRs.s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

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