Ashoka Metcast Director Discussions


To,

The Members,

Your Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2023.

1. FINANCIAL SUMMARY/ HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results

(Rs. in Lakhs)

Standalone Consolidated
Particulars Year ended 31/03/2023 Year ended 31/03/2022 Year ended 31/03/2023 Year ended 31/03/2022
Total Revenue 291.96 30.58 5118.94 6734.03
Expenditure 282.67 40.65 4712.83 6456.88
Profit/(Loss) before Depreciation 15.10 7.12 448.62 340.91
Depreciation 5.81 17.19 42.51 63.76
Profit/(Loss) before Tax 9.29 (10.07) 406.11 277.15
Extraordinary/Exceptional items - - - -
Provision for Taxation
Current Tax 0.84 - 95.38 49.80
Deferred Tax 0.69 0.35 1.50 2.91
MAT Credit Entitlement - - 0.69 -
Less: Minority Interest in subsidiary profit - - - 25.67
Add: Share in Associate - - 13.53 10.34
Profit/(Loss) after Tax 9.14 (9.72) 322.07 209.11

2. OVERVIEW OF COMPANYS PERFORMANCE:

The Company is into the business of trading of steel, trading of goods and others. The standalone revenue from operations was Rs. 268.03 Lakhs as compared to the NIL revenue from operations during the previous year. The standalone profit after tax was Rs. 9.14 Lakhs as compared to the loss after tax of Rs. 9.72 Lakhs in the previous year.

The consolidated revenue from operations was Rs. 5043.94 Lakhs in the reporting financial year as compared to Rs. 6702.87 Lakhs in the previous financial year. The consolidated profit after tax was Rs. 322.07 Lakhs in the current financial year compared to Rs. 209.11 Lakhs in the previous financial year.

The performance of the Company in terms of overall revenue generation during the period under review is quite satisfactory.

3. DIVIDEND:

After considering the present circumstances holistically and keeping in view the need to conserve the resources in the long run for future, the Board of Directors of the Company decided that it would be prudent not to recommend any dividend for the year under review.

4. TRANSFER TO RESERVES:

Reserves & Surplus at the end of the year stood at Rs. 1053.66 Lakhs as compared to Rs. 1044.52 Lakhs at the beginning of the year.

5. SHARE CAPITAL:

At present, the Company has only one class of shares equity shares with face value of Rs. 10/- each. During the year under review, the authorised share capital of the Company increased from Rs. 18,00,00,000/- (Rupees Eighteen Crore) divided into 1,80,00,000 (One Crore Eighty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 25,00,00,000/- (Rupees Twenty Five Crore) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and issued, subscribed and paid up equity capital is divided into 1,75,40,000 equity shares of face value of Rs. 10/- each amounting to Rs. 17,54,00,000/-.

6. ISSUE AND ALLOTMENT OF WARRANTS CONVERTIBLE INTO EQUITY SHARES:

The Shareholders of the Company in their meeting held on 30th September, 2021 approved the issue of 1,42,86,000 Convertible Warrants into Equity Shares. The Board of Directors allotted the Equity Warrants in the following manner:

Date of Board Meeting Number of Equity Warrants allotted
01/12/2021 30,12,000 Convertible Equity Warrants
02/12/2021 37,80,000 Convertible Equity Warrants
06/12/2021 74,94,000 Convertible Equity Warrants

The Board of Directors of the Company in their meeting held on 14th September, 2022 allotted 74,56,000 Equity Shares converted from Equity Warrants, at a price of Rs. 10/- per equity share.

7. CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review.

8. MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

9. STATE OF COMPANY AFFAIRS:

The state of your Companys affairs is given under the heading ‘Financial Summary/ Highlights, Overview of Companys Performance and various other headings in this Report and the Management Discussion and Analysis Report, which forms part of the Annual Report.

10. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The activities carried out by the Company are not power intensive and the cost of the energy is insignificant. The Company has not imported any technology during the year and there are no plans to import any kind of technology in near future and hence information regarding its absorption is not applicable. There was no research activities carried out during the year as well as no foreign exchange income or outgo during the year.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No material order has been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.

14. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Rhetan TMT Limited (Formerly known as Rhetan Rolling Mills Private Limited) is Subsidiary and Vivanza Biosciences Limited is an associate company of the Company.

There are no joint venture companies of the Company. There has been no material change in the nature of the business of the subsidiary.

In accordance with third proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements shall be placed on the website of the Company at www.ashokametcast.in.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 8 (1) of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of your Companys subsidiary in Form AOC-1 is attached herewith as Annexure-I.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

16. MEETING OF BOARD OF DIRECTORS:

The Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

During the year under the review, the Board met 7 (Seven) times during the year on 10/05/2022, 17/05/2022, 02/07/2022, 14/09/2022, 14/11/2022, 01/12/2022 and 11/01/2023 with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder.

Name of Directors Category/Designation Number of Meetings Attended / Total Meetings held during the year 2022-23 Attendance at the last AGM held on 5th August, 2022
Ashok C. Shah Managing Director 7/7 Yes
Shalin A. Shah Non-Executive Director 7/7 Yes
Hiteshkumar M. Donga (w.e.f. 06/04/2023) Non-Executive Director - -
Daxaben M. Shah Independent Director 7/7 Yes
Rushabh R. Shah (w.e.f. 06/04/2023) Independent Director - -
Twinkle K. Chheda (up to 30/06/2023) Independent Director 7/7 Yes
Deepti G. Gavali (w.e.f. 11/08/2023) Additional (Independent) Director - -

17. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board constituted some of its Committees.

AUDIT COMMITTEE:

The major terms of reference of the Audit Committee include:

- Examination of Financial Statements and Auditors Report thereon;

- Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

- Evaluation of internal financial controls and risk management systems; - Approval or modifications of related party transactions;

- Review functioning of the Whistle Blower mechanism;

- Scrutiny of inter-corporate loans and investments.

Composition of Audit Committee as on the date of the report:

Sr. No. Name of the Director DIN Status Category
1. Mrs. Daxaben Shah 08054390 Chairman Non-Executive Independent Director
2. Mr. Shalin Shah 00297447 Member Non-Executive Director
3. Ms. Twinkle Chheda (upto 30/06/2023) 09502345 Member Non-Executive Independent Director
4. Mr. Rushabh Shah (w.e.f. 11/08/2023) 09474282 Member Non-Executive Independent Director

Attendance of each member of the Audit Committee:

Committee Members Meetings held Meetings attended
Mrs. Daxaben Shah 3 3
Mr. Shalin Shah 3 3
Ms. Twinkle Chheda (upto 30/06/2023) 3 3
Mr. Rushabh Shah (w.e.f. 11/08/2023) 3 -

Number of Audit Committee Meetings held during the year:

Audit Committee met 3 (three) times during the year under review i.e. on 10/05/2022, 17/05/2022 and 14/11/2022.

NOMINATION AND REMUNERATION COMMITTEE:

The major terms of reference of the Nomination & Remuneration Committee include:

-Identification of persons qualified to become directors and be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;

-Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

-Specifying the manner for effective evaluation of performance of Board, its committees and individual directors; -Recommending to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

Composition of Nomination & Remuneration Committee as on the date of the report:

Sr. No. Name of the Director DIN Status Category
1. Ms. Twinkle Chheda (upto 30/06/2023) 08054390 Chairman Non-Executive Independent Director
2. Mr. Rushabh Shah (w.e.f. 11/08/2023) 09474282 Chairman Non-Executive Independent Director
3. Mr. Shalin Shah 00297447 Member Non-Executive Director
4. Mrs. Daxaben Shah 09502345 Member Non-Executive Independent Director

Attendance of each member of the Nomination and Remuneration Committee:

Committee Members Meetings held Meetings attended
Ms. Twinkle Chheda (upto 30/06/2023) 2 2
Mr. Rushabh Shah (w.e.f. 11/08/2023) 2 -
Mr. Shalin Shah 2 2
Mrs. Daxaben Shah 2 2

Number of Nomination and Remuneration Committee Meetings held during the year:

The Nomination and Remuneration Committee meet 2 (two) times in the financial year 2022-23 i.e. on

02/07/2022 and 01/12/2022.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The major terms of reference of the Stakeholders Relationship Committee include:

- Consideration & Resolution of the grievances of security holders of the Company;

- Reviewing of Transfer/ Transmission requests/ Demat/ Remat requests of the security shareholders and issuance of duplicate share certificate, if any.

Composition of Stakeholders Relationship Committee as on the date of the report:

Sr. No. Name of the Director DIN Status Category
1. Mrs. Daxaben Shah 08054390 Chairman Non-Executive Independent Director
2. Mr. Shalin Shah 00297447 Member Non-Executive Director
3. Ms. Twinkle Chheda (upto 30/06/2023) 09502345 Member Non-Executive Independent Director
4. Mr. Rushabh Shah (w.e.f. 11/08/2023) 09474282 Member Non-Executive Independent Director

Attendance of each member of the Stakeholders Relationship Committee:

Committee Members Meetings held Meetings attended
Mrs. Daxaben Shah 4 4
Mr. Shalin Shah 4 4
Ms. Twinkle Chheda (upto 30/06/2023) 4 4
Mr. Rushabh Shah(w.e.f. 11/08/2023) 4 -

Number of Stakeholders Relationship Committee Meetings held during the year:

The Stakeholders Relationship Committee met four times during the Financial Year 2022-23 i.e. on 10/05/2022, 02/07/2022, 14/11/2022 and 11/01/2023.

18. EXTRACTS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web link: http://www.ashokametcast.in/Investor%20Desk.html

19. INSURANCE:

All the Properties of the Company are adequately insured.

20. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions as per Companies Act, 2013 made by the Company which may have a potential conflict with the interest of the Company at large. Accordingly, disclosure in Form AOC-2 is not applicable and provided for. Related Party disclosure under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

Sr. Disclosure of loans / advances / investments / Outstanding during the year As at 31st March, 2023 (Rs. in Lakhs) Maximum amount during the year (Rs. in Lakhs)
1 Loans and advances in the nature of loans to subsidiary 209.50 950.60
2 Loans and advances in the nature of loans to associate 0 0
3 Loans and advances in the nature of loans to firms/companies in which directors are interested 0 0

Further, transactions if any of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity are given in the notes to the Financial Statements.

21. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Following changes took place in the Board of Directors and Key Managerial Personnel of the Company:

Mr. Hiren Tribhovandas Makwana was appointed as the Chief Financial Officer of the Company w.e.f. 2nd July, 2022, by the Board of Directors in their meeting held on 2nd July, 2022.

Mr. Ashok Chinubhai Shah, Director of the Company was appointed as the Managing Director of the Company in the Board Meeting of the Company held on 2nd July, 2022. The business of his appointment as the Managing Director was approved by the members at their meeting held on 5th August, 2022.

Ms. Twinkle Chheda, Independent Director of the Company resigned w.e.f. 30th June, 2023, due to personal reasons. The Company had received a confirmation that there are no material reasons for her resignation other than the reasons provided by her.

In the opinion of the Board, Ms. Twinkle Chheda was a person of integrity, expert and experienced (including the proficiency).

Mr. Divyarajsinh Zala, Company Secretary & Compliance Officer of the Company resigned w.e.f. 4th June, 2022, due to personal reasons.

Ms. Anchal Bansal was appointed by the Board of Directors of the Company at their meeting held on 1st December, 2022 w.e.f. 1st December, 2022.

Mr. Hitesh Donga was appointed as an Additional Non-Executive Director by the Board of Directors w.e.f. 6th April, 2023. Further, his appointment was ratified by the shareholders of the Company at their Extra- Ordinary General Meeting held on 30th June, 2023.

Mr. Rushabh Shah was appointed as an Additional (Independent) Director by the Board of Directors w.e.f. 6th April, 2023. Further, his appointment was ratified by the shareholders of the Company at their Extra- Ordinary General Meeting held on 30th June, 2023.

In the opinion of the Board, Mr. Rushabh Shah is a person of integrity, expert and experienced (including the proficiency).

Mrs. Deepti Gavali was appointed an Additional (Independent) Director by the Board of Directors at their meeting held on 11th August, 2023 w.e.f. 11th August, 2023 for a period of 5 (five) years, subject to the members approval. The business of ratification of her appointment is being placed before the members at the Annual General Meeting.

In the opinion of the Board, Mrs. Deepti Gavali is a person of integrity, expert and experienced (including the proficiency).

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Shalin A. Shah (DIN: 00297447) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, which mandated the inclusion of an Independent Directors name in the data bank of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five years or life time till they continues to hold the office of an independent director.

22. ANNUAL PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors.

Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

Disclosures pertaining 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 is annexed herewith as Annexure-II.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report forms part of this Report as Annexure-III.

25. CEO AND CFO CERTIFICATION:

Mr. Shalin A. Shah, Managing Director and Mr. Subha Ranjan Dash, CFO have given certificate to the board as contemplated in SEBI Listing Regulations. The said certificate is attached as Annexure-IV.

26. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 540923 & security Symbol: ASHOKAMET. The Company confirms that the annual listing fee to the stock exchange for the financial year 2023-24 has been paid.

27. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director. No remuneration is paid to any of the Directors of the Company including Managing Director during the year 2022-23.

28. MANAGERIAL REMUNERATION:

The Company had not paid any remuneration to the Managing Director or any sitting fees to Non-Executive Directors for attending any meetings during the financial year ended 31st March, 2023.

29. INDEPENDENT DIRECTORS MEETING:

Independent Directors of the Company had met during the year under the review on 24th March, 2023. The Independent Directors in its meeting reviewed and considered:

1. The performance of Non-Independent Directors and the Board of Directors;

2. The performance of the Chairperson of the Company;

3. Assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

30. COMMITTEES OF THE BOARD:

There are currently

Three Committees of the Board as enumerated hereunder:

1. Audit Committee

2. Nomination and Remuneration Committee and 3. Stakeholders Relationship Committee

31. AUDITORS:

A. Statutory Auditors

M/s. GMCA & Co., Chartered Accountants, Ahmedabad (FRN: 109850W), was appointed as Statutory Auditors of the Company at the Board Meeting held on 17th May, 2022 w.e.f. 17th May, 2022 till the conclusion of this Annual General Meeting, to fill the casual vacancy caused by M/s. Sunil Poddar & Co., Chartered Accountants, Ahmedabad (FRN: 110603W) on 12th May, 2022.

The business of appointment of M/s. GMCA & Co., Chartered Accountants, Ahmedabad as Statutory Auditor of the Company for a term of 5 (five) consecutive years, to hold office from the conclusion of the 13th AGM till the 18th AGM was approved by the members of the Company at their AGM held on 5th August, 2022.

The Report given by the Auditors on the financial statements of the Company is a part of the Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Chintan K. Patel, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-V.

The observations of the Secretarial Auditor in the Secretarial Audit Report are self-explanatory and therefore do not call for any further comments.

32. SECRETARIAL STANDARDS:

The Company duly complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

33. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Statutory Auditors have not reported any incident of fraud to the Company during the year under review.

34. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Financial Control System, appropriate considering the size and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

35. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and Rules made thereunder, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.

37. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct. Vigil Mechanism policy is available on the website of the Company at http://ashokametcast.in/Reports/Policy/whistle-blower-policy.pdf

38. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

39. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 31st March, 2023 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

vi. 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.

40. MIGRATION FROM BSE SME PLATFORM TO BSE & NSE MAIN BOARD:

The members of the Company have passed Special Resolution to migrate the Company from SME platform of BSE Limited to Main Board of BSE Limited (‘BSE) and National Stock Exchange of India Limited (‘NSE) through Postal Ballot on 15th February, 2023. The Company got the final approval from BSE Limited and National Stock Exchange of India Limited on 23rd June, 2023, for migration of the Company to BSE and NSE Main Board with effect from 27th June, 2023.

41. CORPORATE GOVERNANCE:

As required by the SEBI Listing Regulations, a detailed report on Corporate Governance is given as a part of the Annual Report. Report on Corporate Governance is attached as Annexure-VI.

The Practicing Company Secretarys Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance as Annexure-VII.

42. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under section 135 of Companies Act, 2013 hence details regarding policy on Corporate Social Responsibility is not applicable to the Company.

31. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the generous commitment, dedication, hard work and significant contribution made by employees at all levels for the development of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

Place: Ahmedabad For and on behalf of the Board
Date: 11th August, 2023
Sd/- Sd/-
Ashok C. Shah Shalin A. Shah
Managing Director Director
DIN: 02467830 DIN: 00297447