assam entrade ltd share price Directors report

To,

The Members,

ASSAM ENTRADE LIMITED

Your Board of Directors ("Board") take pride in presenting their 38th Annual Report together with the Audited Financial Statements (both on standalone and consolidated basis) ("Financial Statements") for-consolidated and standalone financial performance of your Company is as follows:

1. FINANCIAL HIGHLIGHTS

(Amount in Rs. Lakhs)

Particulars	Standalone	Standalone	Consolidated	Consolidated
	For the Year ended 31st March, 2023	For the Year ended 31st March, 2022	For the Year ended 31st March, 2023	For the Year ended 31st March, 2022
Revenue from Operation	581.07	582.49	581.23	582.76
Other Income	55.45	138.12	55.96	138.44
Total Income	636.52	720.61	637.19	721.20
Total Expenses	517.78	424.75	518.30	425.09
Profit before tax and exceptional items	118.74	295.86	118.92	296.02
Less: Exceptional Item	0	0	0	0
Less: Share of net profit/loss of subsidiaries
Profit before Tax (PBT)	118.74	295.86	118.92	296.02
Tax Expenses:
Less: Net Current Tax	31.45	68.85	31.49	69.08
Less: Deferred Tax	-61.02	2.87	-61.02	2.87
Less: Provision Adjustment	-0.39		-0.39
Net Profit/(Loss) after tax (PAT)	148.70	224.14	148.85	224.07
Total Comprehensive Income	148.70	224.14	148.85	224.07
Attributable to Owners to the Parent
Non-Controlling Interest			148.85	224.07
			-0.02	0.09
Earnings per share (Basic &Diluted)	10.33	15.57	10.34	15.56
Paid Up Share Capital	1439790	1439790	10.34	15.56

* EPS = Net Profit/ Weighted Average number of Equity Share

Standalone EPS (Basic & Diluted) = Rs. 14869707/14,397,90 = Rs.10.33 per share

* EPS = Net Profit/ Weighted Average number of Equity Share

Consolidated EPS (Basic & Diluted) = Rs.14869707 /14,397,90 = Rs.10.33 per share

2. FINANCIAL HIGHLIGHTS AND OPERATION

The Company is engaged in the business of trading in shares and securities, providing inter corporate loans and trading in mutual funds units as a Non-Banking Financial Company without accepting public deposits for which the certificate of registration has been obtained from the Department of Non- Banking Supervision, Reserve Bank of India.

The Key highlights pertaining to the business of the Company for the financial year 2022-23 have been given hereunder:

(As per the Consolidated Financial Statements for 31st March, 2023)

• The Total Revenue from operations of the Company during the financial year 2022-23 was Rs. 582.76 Lakhs against the revenue from operations of Rs. 583.08 Lakhs in the previous financial year 2021-22.

• The Net Profit before tax for the year under review was Rs. 118.90 Lakhs as compare to the profit before tax in the previous year of Rs. 296.11 Lakhs.

• The Net Profit after tax for the year under review was Rs. 148.45 Lakhs as compare to the profit after tax in the previous year of Rs. 224.07 Lakhs. The Earning per Share (EPS) of the company is Rs.10.34 per share.

(As per the Standalone Financial Statements for 31st March, 2023)

• The Total Revenue from operations of the Company during the financial year 2022-23 was Rs.581.07 Lakhs against the revenue from operations of Rs. 582.49 Lakhs in the previous financial year 2021 -22.

• The Net Profit before tax for the year under review was 118.74 Lakhs as compare to the profit before tax in the previous year of Rs. 295.86 Lakhs.

• The Net Profit after tax for the year under review was Rs. 148.70 Lakhs as compare to the profit after tax in the previous year of Rs. 223.96 Lakhs. The Earning per Share (EPS) of the company is Rs.10.33 per share.

Your Company has complied with all the acts, rules, regulations and guidelines issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs and other statutory authorities.

The inter-corporate loans and investments made by the Company during the period under review were in the ordinary course of business and at arms length. The Financial Statements are forming part of this Annual Report.

3. RESERVES

During the financial year under review the Company has transferred the Profit to Surplus as shown in notes to accounts of the financial statements

4. SHARE CAPITAL

The Paid up Share Capital of the Company as on 31st March, 2023 is Rs. 143,97,900/-. There was no change in share capital of the Company during the year under review.

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business activity of the Company during the period under review.

6. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY (IES)

During the period under review, the Company does not have any Holding/Joint Venture/Associate Company and has the following 2 (two) subsidiaries:

Sr. No. Name of Subsidiary	Percentage of Shares
1. Sumeru Commosales Private Limited	55.56%
2. Pacific Barter Private Limited	0

Note:

• As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Boards Report has been prepared on Standalone Financial Statements and a Report on the Performance and Financial Position of each of the subsidiaries, as included in the Consolidated Financial Statements, is presented herewith in Form AOC-I as Annexing-I.

• In terms of Regulation 16(l)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board adopted a Policy for Determining Material Subsidiary ("Material Subsidiary Policy") in terms of which none of the subsidiaries are material subsidiaries of the Company. Details of the Material Subsidiary Policy are given in the Corporate Governance Report which is annexed to and forms an integral part of this Boards Report.

• The standalone audited financial statements of each of the subsidiaries are available on the website of the Company at www.assamentrade.com. Members interested in obtaining a copy of the standalone audited financial statements of the subsidiaries may write to the Company Secretary at the Registered Office of the Company.

• In accordance with the third proviso of Section 136 (1) of the Companies Act, 2013 and rules made thereunder, the Annual Report of the Company, containing therein its Financial Statements shall be placed on the website of the Company at www.assamentrade.com ("Website").

7. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review. Therefore, the Companys Board of Directors does not recommend a dividend for the year ended March 31, 2023.

8. INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate Internal Financial Control System with reference to the financial statements and Internal Control System, commensurate with the size, scale and complexity of its operations.

The Directors have laid down Internal Financial Control procedures to be followed by the Company which ensures the compliance with various policies, practices and statutes, keeping in view the organizations pace of growth and increasing complexity of operations for orderly and efficient conduct of its business.

The Audit Committee of the Board is vested with the powers to evaluate the adequacy and effectiveness of the Internal Financial Control system of the Company, thereby ensuring that :-

1. Systems have been established to ensure that all the transactions are executed in accordance with the Managements general and specific authorization.

2. Systems and procedures exist to ensure that all the transactions are recorded so as to permit preparation of financial statements in conformity with the Generally Accepted Accounting Principles (GAAP) or any other criteria applicable to such Statements, and to maintain accountability for effective and the timely preparation of reliable financial information.

3. Access to assets is permitted only with the managements general and specific authorization. No assets

of the Company are allowed to be used for personal purposes, except in accordance with the terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified /checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Appropriate systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys various policies as listed on the Website and otherwise disseminated internally.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is governed by the relevant provisions of the Companies Act, 2013 and rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the Company, and all other applicable laws and is in accordance with the best practices in corporate governance from time to time.

i. Board of Directors

As on 31st March, 2023 there are six Directors in the Company, The details are as follows:

1. Mr. Nishant Gupta	(Executive Director; Managing Director)
2. Mr. Jayesh Gupta	(Executive Director; Chief Financial Officer)
3. Mrs. Rati Gupta	(Executive Woman Director)
4. Mr. Anoop Kumar Gupta	(Non Executive Independent Director)
5. Mr. Rajat Gupta	(Non Executive Independent Director)
6. Mr. Shailender Singh Kushwaha	(Non Executive Independent Director)

ii. Fit and Proper Criteria

All the Directors of the Company duly meet the fit and proper criteria stipulated by the Reserve Bank of India.

iii. Directorships appointed/ceased during the year:

There was no cessation/appointment of Directors during the Financial year.

However subsequent to FY 2022-23, on September 5, 2023, Mr. Anoop Kumar Gupta, Mr. Rajat Gupta, and Mr. Shailender Singh Kushwaha, the Independent Directors of the Company resigned from their respective offices w.e.f. September 5, 2023.

The Board places on record deep sense of appreciation for the contributions made by them during their tenure.

To ensure proper composition of the Board in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board in its meeting held on September 5, 2023, basis the recommendation of Nomination & Requirements Committee, has appointed Mr. Anil Singh (DIN: 10242970), Mr. Praveen Agarwal (DIN: 10242628), and Mr. Robin Srivastava (DIN: 10135250), w.e.f. September 05, 2023 as Independent Directors on the Board of the Company, for a period of 5 years, not liable to retire by rotation.

iv. Declaration of Independence:

All the Independent Directors of the Company have submitted the declaration of their independence in conformity of Section 149(7) of the Companies Act, 2013 and rules made thereunder, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and are not disqualified from continuing as Independent Directors.

During the period under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending the meetings of the Company.

v. Retirement by Rotation

In accordance with Section 152 of the Companies Act, 2013 and rules framed thereunder, and in terms of the Articles of Association of the Company, Mr. Jayesh Gupta (DIN: 01113988) Executive Director, is liable to retire by rotation, and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting.

vi. Key Managerial Personnel

During the current financial year, w.e.f. January 4, 2023, Mr. Anuj Gupta was appointed as Company Secretary & Compliance Officer, designated as KMP in place of Ms. Shalini Agarwal, who has resigned with effect from the same date.

The Board has placed on record its appreciation for the valuable contributions made by Ms. Shalini to the Company, during her tenure.

As on March 31, 2023, the Company has the following KMPs in accordance with the provisions of the Companies Act, 2013, rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) :

Mr. Nishant Gupta - Managing Director

Mr. Jayesh Gupta - Chief Financial Officer

Mr. Anuj Gupta - Company Secretary & Compliance Officer

However subsequent to FY 2022-23, w.e.f 28^th June, 2023, Mr. Anuj Gupta resigned from the position of Company Secretary & Compliance Officer of the Company and Ms. Ayushi Bajaj was appointed in his place w.e.f. 14^th August, 2023.

The Board has placed on record its appreciation for the valuable contributions made by Mr. Gupta to the Company, during his tenure.

vii. Board Meetings

During the period under review, 12 (Twelve) Board meetings were held. The details of such meetings are given in Corporate Governance Report forming part of this Annual Report. and the intervening gap between the meetings were within the period prescribed under the Companies Act, 2013 and rules made thereunder.

viii. Committees of the Board

The following are the Committees constituted by the Board:

i) Audit Committee;

ii) Nomination & Remuneration Committee;

iii) Stakeholder Relationship Committee;

ix. Composition of the Committees:

The following was the composition of the Committees during the Financial Year 2022-23:

AUDIT COMMITTEE

Directors	Designation
Anoop Kumar Gupta	Chairman
Raj at Gupta	Member
Nishant Gupta	Member
Anuj Gupta	Secretary

STAKEHOLDERS RELATIONSHIP COMMITTEE

Directors	Designation
Anoop Kumar Gupta	Chairman
Rati Gupta	Member
Jayesh Gupta	Member
Anuj Gupta	Secretary

NOMINATION AND REMUNERATION COMMITTEE

Directors	Designation
Anoop Kumar Gupta	Chairman
Raj at Gupta	Member
Shailender Singh Kushwaha	Member
Nishant Gupta	Member
Anuj Gupta	Secretary

Subsequent to the Financial Year 2022-23, w.e.f. September 5, 2023 the composition of the Committees were as follows:

AUDIT COMMITTEE

Directors	Designation
Robin Srivastava	Chairman
Praveen Agarwal	Member
Nishant Gupta	Member
Ayushi Bajaj	Secretary

STAKEHOLDERS RELATIONSHIP COMMITTEE

Directors	Designation
Robin Srivastava	Chairman
Rati Gupta	Member
Jayesh Gupta	Member
Ayushi Bajaj	Secretary

NOMINATION AND REMUNERATION COMMITTEE

Directors	Designation
Robin Srivastava	Chairman
Praveen Agarwal	Member
Anil Singh	Member
Nishant Gupta	Member
Ayushi Bajaj	Secretary

x. Board and Committee Meetings

Details of meetings of Board and Committees are as below:

S Date of Board Meeting No.	No. of Directors Present
1 02-04-2022	6
2 19-04-2022	6
3 27-05-2022	6
4 30-05-2022	6
5 02-07-2022	6
6 10-08-2022	6
7 05-09-2022	6
8 14-11-2022	6
9 02-12-2022	6
10 21-12-2022	6
11 04-01-2023	6
12 13-02-2023	6

S Date of Audit Committee meeting No.	No. of Directors Present
1 01-04-2022	3
2 18-05-2022	3
3 30-07-2022	3
4 29-10-2022	3
5 13-02-2023	3

S No. Date of Stake Holders Committee Meeting	No. of Directors Present
1 20-11-2022	3

S No. Date of Nomination and Remuneration Committee Meeting	No. of Directors Present
1 30-07-2022	4
2 30-09-2022	4
3 04-01-2023	4

10. POLICIES GOVERNING THE APPOINTMENT AND REMUNERATION OF THE DIRECTORS AND EMPLOYEES

A Statement giving the details required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2023, is annexed as Annexure IV.

The Nomination & Remuneration Committee develops the competency requirements of the Board based on the industry and strategy of the Company, conducts a gap analysis and recommends the reconstitution of the Board, as and when required. It also recommends to the Board, the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence, before recommending them to the Board.

Besides the above, the Nomination & Remuneration Committee ensures that the new Directors are familiarized with the operations of the Company and endeavors to provide relevant training to the Directors.

In accordance with the provisions of Section 178 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a Policy on diversity of the Board of Directors and a Policy on remuneration of the directors, key managerial personnel and other employees. The Policy on Diversity of the Board of Directors has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board. The Policy on remuneration of the directors, key managerial personnel and other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Policy on remuneration of the directors, key managerial personnel and other employees aims: (a) that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Executives and Other Employees of the quality required to run the Company successfully; (b) that relationship of remuneration to performance is clear and meets appropriate performance benchmarks; (c) that remuneration to Directors, Executives and Other Employees involves a balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; and (d) to enable the Company to provide a well-balanced and performance- related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. The detailed policy on remuneration of the directors, key managerial personnel and other employees is available on the Website at the URL https://assamentrade.com.

The company has formulated the Nomination and Remuneration Policy in respect of appointment and remuneration of the directors in pursuance of section 178(3).

The Board considered the Nomination and Remuneration Committees recommendation and approved

remuneration of managerial personnel which is as follows:

Sr. Name of Director No.	Designation	Proposed remuneration to be paid per month
1 Rati Gupta	Director	Rs. 50,000
2 Jayesh Gupta	Director & CFO (KMP)	Rs. 1,50,000
3 Nishant Gupta	Managing Director	Rs. 1,50,000

Further, none of the employee is in receipt of remuneration in excess of the limits prescribed in the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

11. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has framed a Policy on Prevention of Sexual Harassment at Workplace in accordance with the applicable laws for all employees of the Company to inter alia ensure that the employees are not subject to any form of sexual harassment and to constitute the Internal Complaints Committee to redress the complaints, if any. Y our Company is fully committed to protect the rights of any women, of any age, whether employed or not, who alleges to have been subjected to any act of sexual harassment within the Companys premises. Your Company provides a safe and healthy work environment.

During the period under review, there were no cases of sexual harassment reported to the Company.

12. POLICY ON PERFORMANCE EVALUATION OF THE DIRECTORS, BOARD AND ITS COMMITTEES

The Nomination & Remuneration Committee has devised a policy for the performance evaluation of the Independent Directors, Board, its Committees and the other individual Directors and has laid down the performance evaluation and assessment criteria/parameters. The Independent Directors in terms of Schedule IV to the Companies Act, 2013 and the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, at its separate meeting, evaluated the performance of the Chairman, Non-Independent Directors and the Board as a whole.

The Nomination & Remuneration Committee carried out the evaluation of every Directors performance and the Board carried out a formal evaluation of its own performance, Board Committees and the performance of each of the Directors, without the presence of the Director being evaluated. The criteria/parameters laid down for the evaluation of performance of the Independent Directors is provided in the Corporate Governance report, forming part of this Annual Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this Annual Report.

14. DIRECTORS RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in preparation of the Financial Statements for the Financial Year ended on March 31, 2023 and state:

a. That in the preparation of Annual Accounts for the Financial Year ended as at March 31, 2023, the applicable Indian Accounting Standards have been followed along with the proper explanation relating to the material departures;

b. That the Directors have selected such Accounting Policies and applied them consistently and made judgements 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 Financial Year ended as at March 31, 2023 and of the profit and loss of the Company for the Financial Year ended on March 31, 2023;

c. That the Directors have 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 or other irregularities;

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

e. That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the period under review.

15. PUBLIC DEPOSITS

The Company did not accept any public deposits during the year under review. Therefore, the disclosures as required under the Companies Act, 2013 and the rules made thereunder, and Master Directions are not applicable on the Company.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Act pertaining to granting of loans to any persons or bodies corporate, giving of guarantees or providing security in connection with loans to any other bodies corporate or persons and acquiring by way of subscription, purchase or otherwise, the securities of any other body corporate, are not applicable to the Company, since the Company is an NBFC.

The particulars of Loan given, guarantee or security provided or investments made by the company has been given in appropriate notes of the Balance Sheet attached. You are requested to kindly refer the same.

17. AUDITORS

a) STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Mehrotra & Co, Chartered Accountants (Firm Regn. No.: 000720C), were re-appointed as the Statutory Auditors of the Company at the Annual General Meeting ("AGM") held on 30^th September, 2023.

The report submitted by the Statutory Auditors on the Financial Statements of the Company forms part of this Annual Report. There have been no qualifications, reservations or adverse remarks or disclaimer given by the Statutory Auditors in their report other than a remark which is as follows:

"We draw attention to the following matters in the Note-6 of the financial statements:

• The Company has classified investments in equity instruments of other body corporates at amortized cost rather than at fair value on the basis that recent information to measure its fair value is not available.

• The Company has not made impairment allowance using Expected Credit Loss (ECL) approach, as required by Ind As 109 in respect of Loans-Financial Assets which constitute 67.89% respectively of the Total Assets and still continuing on incurred loss provisioning method.

Our conclusion and opinion is not modified in respect of this matter. "

Comment by the Board of Directors:

The comment made by the auditors is self explanatory. Valuation of Investment made in equity instrument of unlisted companies have been made at its amortized costs due to non-availability of recent information of its fair value but it has no material impact on presented accounts.

The company does not have any expected credit loss for the period under review. Further, has reasonable and supportable information at the reporting date about past events, current conditions and forecasts of future economic condition of above stated statement.

b) SECRETARIAL AUDITORS

The Board had appointed Ms. Ratna Tiwari, Practicing Company Secretary, as the Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2022-23 in terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditor for conducting her audit.

The Secretarial Auditor have submitted her report in the Form MR-3, which forms part of this Annual Report as Annexure III.

The Secretarial Audit Report of the Company does not contain any qualification, reservation or adverse remark or disclaimer.

c) INTERNAL AUDITORS

The Board vide its resolution dated 19^th April, 2022 had appointed M/s Sunil Rajjan & Associates, Chartered Accountants, as the Internal Auditors to undertake internal audit of the Company for the financial year 2022-23 in terms of the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder. However due to preoccupations M/s Sunil Rajjan & Associates, showed unwillingness to continue as Internal Auditor of the Company and served his resignation w.e.f 6^th January, 2023. Concurrently, we were delighted with the appointment of M/s Aditya Agarwal & Associates as the new Internal Auditors, beginning 13 ^th February, 2023.

These changes underline our unwavering commitment to transparency, precision, and adherence to regulations.

18. COST RECORDS

The provisions of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, are not applicable on the Company for the period under review.

19. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the website of the Company at www.assamentrade.com.

20. CORPORATE GOVERNANCE REPORT

It has always been the Companys endeavor to excel through better Corporate Governance and fair and transparent practices. The report on Corporate Governance for the financial year 2022-23 is appended to this Annual Report.

In accordance with the Non-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions, 2015, issued by Reserve Bank of India, the Company has adopted the internal guidelines on Corporate Governance.

21. RELATED PARTY TRANSACTIONS

During the period under review, the transactions entered into with related parties were placed before the Audit Committee of the Board for its consideration and noting. The Audit Committee of the Board noted that such transactions were in the ordinary course of business and at arms length basis. The particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 in the Form AOC-2 is attached as Annexure II.

All related party transactions entered are disclosed in Note 33 of Financial Statements of the Company forming part of this Annual Report.

The Policy on Related Party Transactions is placed on the website of the Company at URL https ://assamentrade.com.

22. CODE OF CONDUCT

The Board has approved a Code of Conduct which is applicable to the members of the Board and all the employees in the course of day to day operations of the Company. The Code of Conduct has been placed on the Website at URL https://assamentrade.com.

The Code of Conduct lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in workplace, in business practices and in dealing with stakeholders. All the members of the Board and the Senior Management Personnel have confirmed compliance with the Code of Conduct.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with the rules made there under and pursuant to the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism to be known as the ‘Vigil Mechanism Policy for its Directors and employees, to report instances of unethical encumber and actual or suspected fraud or violation of the Companys Code of Conduct. The aim of the Vigil Mechanism Policy is to provide adequate safeguards against encumbered of the whistle blower who avails the mechanism and provides direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, the Vigil Mechanism Policy has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Officer or the Chairman of the Audit Committee of the Company.

The purpose of Vigil Mechanism Policy is to provide a framework in order to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

During the period under review, no such complaint of unethical or improper activity has been received by the Company.

24. COMPLIANCE WITH THE REGULATIONS ISSUED BY THE RESERVE BANK OF INDIA

The Company continues to fulfill all the norms and standards laid down under the Master Directions and the other applicable regulations issued by the Reserve Bank of India, from time to time.

25. PREVENTION OF INSIDER TRADING

The Company has adopted an Insider Trading Policy with a view to regulate the trading in securities by the designated persons of the Company. The Insider Trading Policy requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the designated persons 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 the implementation of the Insider Trading Policy.The Insider Trading Policy can be accessed from the website of the Company at URL https ://assamentrade.com.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

a)

(i) Steps taken or impact on conservation of energy - The operations of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

(ii) Steps taken by the Company for alternate source of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises.

(iii) Capital investment on energy conservation equipment - Nil

b) TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption - The minimum technology required for the business has been absorbed.

(ii) Benefits 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: Not Applicable

(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) Expenditure incurred on Research and Development - Not Applicable

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there were following foreign exchange transactions:

1. Earnings: Nil

2. Outgo: Nil

27. FRAUD REPORTING

There was no fraud reported by the Statutory Auditors of the Company, under Section 143(12) of the Companies Act, 2013 and rules made thereunder, to the Board during the period under review.

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

There have been no significant and material orders passed by the Regulators or Courts or Tribunals

Impacting the going concern status and Companys operations in future.

Further, no penalties have been levied by the Reserve Bank of India / any other Regulators, during the period under review.

29. MATERIAL CHANGES AND COMMITMENTS, IF ANY

There have been no material changes during the year under review. The overall performance of the company was steady and satisfactory. Company successfully managed to pay all its liabilities in time and managed to carry out all its business and commercial obligations timely and with dignity. Your directors shall continue to put-in all efforts for a better and bright prospects of the company.

The company is considering various possibilities for the present business activities keeping in view the profitability and stability of business of the company. The company is also pursuing the possibility into other related activities.

There have not been any material changes and commitments affecting the financial position of the company between the end of the financial year of the company and the date of the Boards report.

30. CORPORATE SOCIAL RESPONSIBILITY

During the period under review, the provisions of Section 135 and Schedule VII to the Companies Act, 2013, and rules made thereunder, pertaining to Corporate Social Responsibility ("CSR") is not applicable to the Company.

Therefore, the details of expenditures on CSR activities are not furnished by the Company.

31. CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements for the financial year ended on March 31, 2023 are provided in this Annual Report which has been prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India.

32. RISK MANAGEMENT

The company has adequate Risk management systems for timely identification, assessment, and prioritization of risks and its consequent effect in terms of uncertainty on objectives of the company.

There is proper and constant follow-up through coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events and to maximize the realization of opportunities.

Risk management policy is guided by the objective to assure that risk uncertainties do not deflect the endeavor of the operational efforts on each level from the business goals.

33. HUMAN RESOURCE

During the period under review, your Company has strengthened its Management team and Core Leadership team to steer the Companys business conscientiously and diligently.

Efforts have been put in to attract the best talent from the industry to build a strong foundation.

Your Company provides an employee friendly environment where employees are empowered and given an opportunity to demonstrate their talent, that eventually boost their career growth in the Company.

34. LISTING OF SECURITIES

The Equity shares of the Company were listed on Bombay Stock Exchange Limited, Mumbai on 13th day of January, 2020. The listing fee for the Financial Year 2022-23 has been duly paid.

35. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

36. GENERAL DISCLOSURES

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

a) The Company has not bought back any of its securities;

b) The Company has not issued any bonus share;

c) The Company has not issued any sweat equity shares;

d) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

e) The Company is not liable to transfer amount of dividend lying in the unpaid dividend account to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 125 of the Companies Act, 2013; and

f) There was no revision in the financial statements between the end of the financial year and the date of this report.

37. DETAILS OF APPLICATION MADE OR ANY PRECEDING PENDING UNDER IBC, 2016 DURING THE FY ALONG WITH THE CURRENT STATUS

No applications are filed or pending under IBC, 2016 against the Company. Hence the said provision is not applicable to the Company. (Provide the details of the proceedings under IBC, if any)

38. 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

The details of the difference in amount of valuation at the time of one-time settlement and at time of taking loans from Bank/FI is mentioned below:

Valuation at the time of one-time settlement	Valuation at the time of taking Loans from Banks/FI	Difference	Reasons for Difference
	NA

39. ACKNOWLEDGEMENTS

Your Directors would gratefully like to place their appreciation for the assistance and co-operation received from the Companys bankers during the period under review. The Directors also acknowledge, with appreciation, the support and co-operation rendered by various Government Agencies and Departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support from all the investors of the Company.

	By Order of the Board of directors
	For Assam Entrade Limited
	Sd/-	Sd/-
Date: 05/09/2023	JAYESH GUPTA	NISHANT GUPTA
Place: Kanpur	(Director)	(Managing Director)
	DIN: 01113988	DIN: 00326317