atam valves ltd share price Directors report


Dear Members

Your Directors have the pleasure of presenting their Thirty Eighth (38th) Annual Report together with the Audited Financial Statements for the year ended March 31, 2023.

FINANCIAL RESULTS

In compliance with the provisions of the Companies Act, 2013 (‘Act), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) the Company has prepared its standalone financial statements for the FY 2022-23. The highlights of the standalone financial results of the Company for the FY 2022-23 and FY 2021-22 are as under:

in Lakhs except earnings per share)

Particulars

2022-23 2021-22
Revenue from Operations 4900.89 2033.06
Other Income 23.95 9.21

Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense

4924.84 2042.27

Less: Depreciation / Amortisation / Impairment

71.72 91.31
Profit / loss before Finance Costs, Exceptional items and Tax Expense 4853.12 1950.96
Less: Finance Costs 3849.59 1762.37
Profit / loss before Exceptional items and Tax Expense 1003.53 188.59
Add / (less): Exceptional items 0 0
Profit / (loss) before Tax Expense 1003.53 188.59
Less: Tax Expense (Current & Deferred) 236.77 51.98
Profit / (loss) for the year(1) 766.76 136.61

Other Comprehensive Income / loss (2)

3.97 4.06

Total Comprehensive Income (1+2)

770.73 140.67

Balance of profit / loss for earlier years

766.76 136.61
Less: Transfer to Reserves 0.00 0.00
Less: Dividend paid on Equity Shares 93.48 41.25
Less: Dividend Distribution Tax 0.00 0.00

Balance carried forward

673.28 95.36

FINANCIAL RESULTS HIGHLIGHTS

•Revenue from Operations for the year ended 31st March 2023 is D4900.89 lakhs as against D2033.06 lakhs in the corresponding period of financial year, representing an increase of 141.06%.

•EBT for the year ended 31st March 2023 is D1003.53 Lakhs as against D188.59 lakhs in the corresponding period of the previous year, representing an increase of 432.12%

•Net profit for the year ended 31st March 2023 is D766.76 lakhs as against D136.61 lakhs in the corresponding period of the previous year, representing an increase of 461.28 %.

•EPS of the Company for the year ended 31st March 2023 stood at D7.67 as compared to D1.45 in its previous year.

During the year under review, your company has done a very remarkable financial result and achieved a significant turnover of above D4900.89 lakhs for the first time in its history after completing 38 years. Due to increase in manufacturing, sales and trading sales and simultaneously increase in conversion activities during the year, the revenue from operations is increased by 141.06%. from D2033.06 lakhs in previous year to D4900.89 lakhs during the present financial year 2022-23. We as an organization remain vigilant to the ground developments with confidence and optimism to manage emerging scenarios.

The Company is committed to its vision to emerge as an efficient producer of Valves in the secondary market. The Company is also focused on increasing capacity utilization of all units, improving product-mix, reducing operating costs, launching new products and improving operational efficiency with technology upgradation.

DIVIDEND

During the year, based on the companys performance , the directors are also pleased to recommend for your consideration and approval for payment of final dividend of D1.5 /- per equity share of face value of D10/- each for the financial year 2022- 23. The final dividend on equity shares, if approved by the members would involve a cash outflow of D1,58,22,000/-. Pursuant to regulation 43A of the SEBI listing regulations, a dividend distribution policy is available on the companys website viz https://www.atamvalves.in .

SHARE CAPITAL

The paid up equity share capital as on March 31, 2023 stood at D10,54,80,000/- comprising of 1,05,48,000 shares of D10/- each fully paid shares. During the year under review, the company has increased its Authorised Capital from D5,00,00,000 to D6,50,00,000 in Extra- ordinary General Meeting held on 20.04.2022. The Company has allotted 23,49,000 Equity warrants optionally convertible into Equity Shares (the total Issue price per warrant is D52/- convertible into One Equity Share of the Company having face value of D10/- including a premium of D42/- per equity share) on 10.05.2022, out of which 18,00,000 Equity Warrants were allotted to Mr. Amit Jain, Promoter of the Company and rest 5,49,000 Equity Warrants were allotted to Non- Promoter/ Public Category of the Company.

On, 19.09.2022, 5,49,000 Equity Warrants allotted to Non- Promoter/ Public Category of the Company were converted into Equity Shares and on 30.09.2022, 6,00,000 (out of 18,00,000 Equity Warrants) allotted to Mr. Amit Jain, Promoter of the Company were converted into Equity Shares. The funds were utilised for the purpose stated in the objects and there was no deviation from the same. The company has again increased its Authorized Capital from D6.50 Crores to D15.00 Crores on 30.09.2022. The company has issued 52,74,000 Bonus Shares in the ratio of 1:1 on 29.10.2022.

GENERAL RESERVE

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2022-23 in the statement of profit and loss.

DEPOSITS

The company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet as per section 73 and 76 of the Companies

Act, 2013 read with Companies (Acceptance of Deposits) rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-Appointment

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are constituted in accordance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), wherever applicable. As on March 31, 2023, the Company has Six Directors comprising of Three Executive Directors and Three Non-Executive Independent Directors. There are two women directors. In accordance with the provisions of the Companies Act 2013 read with SEBI (LODR) Regulations, 2015, on the recommendation of Nomination and Remuneration, the board proposes the Appointment of Mr. Bhavik Jain as Wholetime Director, and Mr. Parminder Singh as Non Executive Independent Director on the Board of the Company in the ensuing AGM of the Company for approval of members. In the opinion of the Board, Mr. Parminder Singh is a person of integrity, fulfils requisite conditions as per applicable laws and is independent of the management of the Company.

Retirement by Rotation

Ms. Pamila Jain (DIN: 01063136) retires by rotation and being eligible, offers herself for re-appointment.

A resolution seeking shareholders approval for their appointment/re-appointment along with other required details forms part of the Notice.

Independent Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations, Ms. Rajni Sharma, Mr. Ravi Bhushan Jain, Mr. Surinder Kumar Salwan are the Independent Directors of the Company as on date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the

Act as well as the Rules made thereunder and are independent of the management.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (‘KMPs) of the Company during FY 2022-23 were:

•Ms. Pamila Jain , Wholetime Director and Chief Financial Officer(CFO).

•Ms. Natisha Choudhary, Company Secretary & Compliance Officer.

•Mr. Amit Jain, Managing Director

•Mr. Vimal Parkash Jain, Wholetime Director cum Chairman

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys Policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been brieRs.y disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report as Annexure-I.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a directors appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-?-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

•Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

•Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

•Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations.

The Directors afirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The said policy is also available on the Companys website URL: https://www.atamvalves.in/wp-content/uploads/AtamRs. ValvesRs.LimitedRs.NominationRs.RemunerationRs.Policy.pdf .

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

•Audit Committee

•Nomination & Remuneration Committee

•Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 12 (Twelve) times during the year and the maximum interval between two meetings did not exceed 120 days. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The details of the number of meetings of the Board of Directors including meetings of the Committees of the Board (Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee) held during the financial year 2022-23 also form part of the Corporate Governance Report.

AUDIT & ALLIED MATTERS

Audit Committee

The composition, terms of reference and meetings of the Audit Committee are disclosed in the Corporate Governance section of the Annual Report. The Audit Committee of the Board acts in accordance with the terms of reference, which is in compliance with the provisions of Section 177 of the Companies Act, 2013 (Act) and Regulation 18 of SEBI LODR and other applicable provisions of SEBI LODR, as amended from time to time.

Statutory Audit

M/S K.C KHANNA & CO., Chartered Accountants (Firm Registration No.000481N), were appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 35th AGM of the Company until the conclusion of the 40TH AGM of the Company to be held in the year 2025.

The Statutory Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed M/s VISHAL SONI & ASSOCIATES, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the year ended March 31, 2023. The Report of the Secretarial Audit is annexed herewith as Annexure - II. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

Internal Audit

M/s. J.C ARORA & ASSOCIATES , Chartered Accountants continues to be the Internal Auditor of the Company. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, review of statutory and legal compliances with applicable statutes / laws and assessing the internal control strengths in all these areas including financial reporting. Internal Auditor findings are discussed with the process owners and suitable corrective actions taken as per the directions of the Audit Committee on a regular basis to improve efficiency in operations. The Internal Auditor reports directly to the Audit Committee. The Committee, while reviewing their performance scope, functioning, periodicity and methodology for conducting the internal audit, has taken into consideration their confirmation to the effect that their infrastructure viz., internal audit structure, staffng and seniority of the offcials proposed to be deployed etc., are adequate and commensurate to the scope, functioning, periodicity and methodology for conducting the internal audit.

Reporting of Frauds by Auditors

During the year under review, the Statutory, the Secretarial Auditors and Internal Auditor has not reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any fraud committed against the company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

During the financial year under review the company has no subsidiary/associate & Joint Venture Company and as a result no consolidated financial statements.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the company has not transferred any amount to Investor Education and Protection Fund (IEPF).

Further in terms section 124(6) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended, the company has not transferred any number of equity shares to the demat account of Investor Education and Protection Fund.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Companies Act, 2013, are not applicable on the company.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The requirement for Business Responsibility and Sustainability Reporting is not applicable for the year under review to the Company since it does not fall under the top 1,000 listed companies based on market capitalization.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is annexed to this Report.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The details of familiarisation program for Independent Directors have been disclosed in the policies section of the website of the Company and available at the web link: https:// www.atamvalves.in/investor-relations/.

INTERNAL CONTROL/INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The company implemented suitable controls to ensure its operational, compliance and reporting objectives. The company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.

Adequacy of controls of the key processes is also reviewed by the internal audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the audit committee. It ensures adequate internal financial control exist in design and operation.

M/s. J.C ARORA & ASSOCIATES is the internal auditor of the company for the F.Y 2022-23 who conducts internal audit and submit reports to the audit committee. The internal audit is processed to design to review the adequacy of internal control checks in the system and covers all significant areas of the companys operations. The audit committee reviews the effectiveness of the companys internal control system.

BOARD EVALUATION & CRITERIA FOR EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, 2015, the Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, compliance with code of conduct, vision and strategy, which is in compliance with applicable laws, regulations and guidelines. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. Details of the same are given in the Report on Corporate Governance annexed hereto.

RISK MANAGEMENT

The company has a duly approved risk management policy and constituted risk management policy as required under SEBI listing regulations. The Board of Directors oversees the risk management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The company facets constant pressure from the evolving marketplace that impacts important issues in risk management and threatens profit margins. The company emphasizes on those risks that threaten the achievement of business objectives of the group over the short to medium term. Your company has adopted the mechanism for periodic assessment to identify, analyse, and mitigate the risks. The appropriate risk identification method depends on the application area, the nature of the project, the project phase, resources available, regulatory requirements and client requirements as to objectives, desired outcome and the required level of detail.

All the senior executives have the responsibility for over viewing managements processes and which results in identifying, assessing and monitoring risk associated with organizations business operations and the implementation and maintenance of policies and control procedures to give adequate protection against key risk of the company. Further, in carrying out the risk management processes, the senior executives of the company consider and assess the appropriateness and effectiveness of management information and other systems of internal control, encompassing review of the external auditors report to management on internal control and action taken or proposed resulting from those reports.

The risk management and internal control systems within the organization encompass all policies, processes, practices and procedures established by management and/ or the board to provide reasonable assurance that:

•Established corporate, business strategies and objectives are achieved ;

•Risk exposure is identified and adequately monitored and managed ;

•Resources are acquired economically, adequately protected and managed efficiently and effectively in carrying out the business

•Significant financial, managerial and operating information is accurate, relevant, timely and reliable and

•There is an adequate level of compliance with policies, standards, procedures and applicable laws and regulations.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The company has a vigil mechanism and whistle blower policy under which the persons covered under the policy including directors and employees are free to report misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the company is affected. The reportable matters may be disclosed to the vigilance officer who operates under the supervision of the audit committee. Persons covered under the policy may also report to the chairman of the audit committee.

During the year under review, no employee was denied access to the chairman of the audit committee. No complaints were received under vigil mechanism & whistle blower policy during the financial year 2022-23.

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186

The Company has neither given any loans or guarantees nor made any investment during the year under review. The overall limit is within the powers of the Board as applicable to the Company in terms of the applicable provisions of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at https://www.atamvalves.in/ wp-content/uploads/AtamRs.ValvesRs.LimitedRs.RelatedRs.PartyRs. TransactionsRs.Policy.pdf .

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. The company had not entered into any Contract/ Arrangements/ Transaction with related parties which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 All related party transactions are mentioned in Note No. 39 of the notes to the Accounts.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1) (b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proRs.ciency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

CHANGE IN THE NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5) (ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2022-23.

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

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of directors u/s 197(12) of the act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure-IV. The Remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the Company.

Pursuant to Section 136(1) of the Companies Act, 2013, the report of the Board of Directors is being sent to the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said statement is available for inspection by the shareholders at the Registered Office of the Company during business hours.

ANNUAL RETURN

In accordance with section 134(3)(a) of the Companies Act, 2013 annual return of the company is available on the website of the company at https://www.atamvalves.in/investor-relations/.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report for the financial year under review, as stipulated under the SEBI listing regulations, is presented in a separate section, forming part of this annual report.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There were no significant material orders passed by the regulators/courts/tribunals during the financial year 2022-23 which would impact the going concern status of the company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are under:

Sr. No. (A) Particulars Conservation of energy

Comments

(i) The steps taken or impact on conservation of energy.

Energy conservation is very important for the company and therefore, energy conservation measures are undertaken wherever practicable in its factory and attached facilities. The company is making every effort to ensure the optimal use of energy, avoid waste and conserve energy by using energy eRs.cient equipments with latest technologies. Impact on conservation of energy was that the electricity load expenses reduced.

(ii) The steps taken by the company for utilizing alternate sources of energy.

Nil

(iii) The capital investment on energy conservation equipment

Nil

(B) Technology Absorption

(i) The efforts made towards technology absorption

Your company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labour intensive, we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.

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

Nil

(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 N.A.
(c) Whether the technology has been fully absorbed N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof and

N.A.

(iv) the expenditure incurred on research and development

Nil

(C) Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange earnings and outgo are duly mentioned in the balance sheet.

DIRECTORS RESPONSIBILITY STATEMENT

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 , including audit of internal 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 FY 2022-23.

Pursuant to section 134(5) of the Act, with respect to Directors Responsibility Statement, the board of directors, to the best of its knowledge and ability, confirm that:

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

2. 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 end of the financial year and of the profit of the company for that period.

3. 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.

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

5. 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.

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

MD & CFO CERTIFICATION

The MD and CFO of the company are required to give annual certification on financial reporting and internal controls to the board in terms of Regulation 17(8) of listing regulation and certification on financial results while placing the financial result before the board in terms of Regulation 33 of listing regulation and same is also published in this report as Annexure-III.

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

The Company has always provided a congenial atmosphere for work that is free from discrimination, harassment and has provided equal opportunities of employment to all irrespective of their caste,religion, colour, marital status and gender. The Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. The Company has a zero tolerance towards sexual harassment. The Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper dissemination mechanism across the Company. The Company has carried out awareness programmes / sessions on the mechanism established under this policy, across its various locations. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), comprising of Presiding Officers and members with an appropriate mix of employees and external subject matter experts. During the period, the details of complaints received / resolved or pending are as under:

• No. of complaints received during the financial year – Nil

• No. of complaints disposed of during the financial year – Nil

• No. of complaints pending as on end of the financial year – Nil

EQUITY SHARES LISTING, STOCK CODE AND LISTING FEE PAYMENT

Name and address of the Stock Exchange, Scrip code and Status of fee paid for the financial year 2022-23:

Name and Address of the Stock Exchanges

Stock code Status of fee Paid for FY 2022-23
BSE Limited (SME Platform)
BSE-Corporate Office
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400 001 543236 Paid

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the contribution made by the employees at all levels with dedication, commitment and team effort, which helped your company in achieving the performance during the year. Your directors also acknowledge with thanks the support given by the government, bankers, members and investors at large and look forward to their continued support.