Auro Impex & Chemicals Ltd Directors Report

To

The Members

Auro Impex & Chemicals Limited

We are delighted to present on behalf of the Board of Directors, the 31^st Annual Report of our Company along with Audited Financial Statements for the financial year ended March 31^st, 2024.

1. FINANCIAL HIGHLIGHTS

Your Companys performance for the year ended on 31^st March, 2024, is summarized as under: -

Particulars	For the year ended on 31st March 2024	For the year ended on 31st March 2023
	In Lakh)	(^ In Lakh)
Revenue from Operations	24,344.54	18,138.27
Other Income	81.79	31.14
Total Income	24,426.33	18,169.41
Total Expenses	23,604.72	17,398.38
Profit before Tax	821.61	771.03
Tax Expenses	241.09	213.93
Profit after tax for the year	580.53	557.11
Earnings Per Share (Basic)	4.93	6.00
Earnings Per Share (Diluted)	4.93	6.00

2. RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS

During the year under review, your Company has achieved Standalone Revenue from operations of ^ 24,344.54 Lakhs and increase in Operational Profit (PBT) of ^ 821.61 Lakhs.

After deduction of all expenses, the company has earned Net Profit after Tax from operations of ^ 580.53 Lakhs.

The Company has booked Four S. S. Tig Mill for manufacturing of Stainless-Steel Pipe, having production capacity of 150 ton per month. Setting up of plant will help in generating revenue of approx. 30 - 40 Crores per annum.

The company will have good sales visibility due to setting up of the new plant and the Board of Directors are hopeful to reap more profits in the coming years as well.

3. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of section 129 and 134 & 136 of the Companies Act, 2013 read with rules framed there under and pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015, your Company had prepared consolidated financial statements of the Company.

The Consolidated Financial Statements of the company are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Independent Auditors Report thereon forms part of this Annual Report.

4. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES

M/s. Auro Industries Limited continues to be the subsidiary of your company by way of composition of common Board of Directors as well as common shareholders through virtue of control and hence minority interest was not computed as there is no direct/indirect investment in the subsidiary company by the parent company.

The particulars as required under the provisions in respect to the details of subsidiary, associate and joint venture company are furnished in Form AOC 1 enclosed as "Annexure - I" which forms part of this Report.

5. DIVIDEND

With a view to use the internal accruals for growth of the Company and to strengthen the financial position of the company, your directors do not recommend any dividend for the year under Report.

6. TRANSFER TO RESERVES

Pursuant to the provision of section 134(3) (j) of the Companies Act, 2013, no amount is transferred to general reserves account of the Company during the year under review.

7. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the date of the Balance Sheet and the date of this Report.

8. INITIAL PUBLIC OFFER - LISTING OF EQUITY SHARES OF THE COMPANY

The Equity Shares of the Company were listed on National Stock Exchange SME platform on May 23^rd, 2023. The Company has paid the annual listing fee for the financial year 2024-25. The Equity Shares of the Company has the electronic connectivity under ISIN - INE0NUL01018.

To provide service to the Shareholders, the Company has appointed M/s. Cameo Corporate Services Ltd, having registered office at "Subramanian Building", 1, Club House Road, Chennai 600 002 as Registrar and Share Transfer Agent (RTA) of the Company for existing allied services for its Members / Investors and for Electronic Connectivity with both the depositories i.e. NSDL and CDSL.

9. CHANGE IN CORPORATE IDENTIFICATION NUMBER OF THR COMPANY

Pursuant to the Listing of Shares of the Company, the Corporate Identification Number of the Company has changed from U51909WB1994PLC061514 to L51909WB1994PLC061514 and Status of the company has been changed from "Unlisted" to "Listed" in MCA V3 Portal.

10. WEBSITE

In pursuance of Regulation 46 of SEBI (LODR) Regulations, 2015, your company is maintaining a functional website. All the requisite details, policies and other information are placed on the website of the Company. The website of the company is www.auroimpex.com

11. DEPOSITS

During the financial year under review, the Company has neither invited nor accepted or renewed any deposit from public, shareholders or employees and no amount of principal or interest on deposits from public is outstanding as at the Balance Sheet date in terms of provisions of section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

12. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the financial year ended March 31, 2024.

13. CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY

a. AUTHORISED SHARE CAPITAL AND CHANGES THEREON, IF ANY:

The Authorised Share Capital of the Company is Rs. 14,00,00,000 (Rupees Fourteen Crore) divided into 1,40,00,000 (One Crore Forty Lakhs) Equity shares of ^ 10/- (Rupees Ten Only) each.

There have been no changes in Authorised Share Capital during the Financial Year 2023 - 2024

b. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AND CHANGES THEREON, IF ANY:

The Issued, Subscribed and Paid-up Share capital is ^ 12,20,08,000 (Twelve Crore Twenty Lakh Eight Thousand) Equity Shares divided into 1,22,00,800 (One Crore Twenty-Two Lakhs Eight Hundred) Equity Shares of ^ 10/- each.

During the year, the Company had allotted Shares by way of the following issue: -

Type of Issue	Type of Shares	Number of Shares Issued
01 Initial Public Offer (IPO)	Equity Shares	29,20,000

Pursuant to the applicable provisions of the Companies Act and subject to special resolution passed by the members in their Extra Ordinary General Meeting held on November 30^th, 2022, and In principle approval of National Stock Exchange of India Limited (NSE) received on March 3^rd, 2023, your Company has made initial public offer of 29,20,000 equity shares along with Offer for Sale by Mr. Madhusudan Goenka (Selling Shareholder) of 5,50,400 Equity Shares having face value of ^ 10 each at an issue price of ^ 78/- per equity share (including share premium of ^ 68/- per equity share).

Hence, the Issued, Subscribed and Paid-Up Share Capital of the Company has increased from ^ 9,28,08,000 (Nine Crore Twenty-Eight Lakh and Eight Thousand) divided into 92,80,800 (Ninety- Two Lakh Eighty Thousand Eight Hundred) Equity Shares of ^ 10/- each to ^12,20,08,000 (Twelve Crore Twenty Lakh Eight Thousand) Equity Shares divided into 1,22,00,800 (One Crore Twenty-Two Lakhs Eight Hundred) Equity Shares of ^ 10/- each.

14. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE ACT

During the financial year ended March 31^st, 2024, all transactions with the Related Parties as defined under section 188 of the Act read with rules framed there-under were in the ordinary course of business and at arms length basis.

During the year under review, the Company did not enter into any Related Party Transactions which require prior approval of the Members. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors. During the year under review, there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company.

Subsequently, the Audit Committee and the Board have reviewed the Related Party Transactions on a periodic basis.

Particulars of material contracts or arrangements with related parties referred in section 188(1) of the Act is enclosed herewith in Form No AOC 2 as "Annexure - II"

Necessary disclosures required under the AS-18 have been made in Note No. 28 of the Notes to the Financial Statements for the year ended March 31^st, 2024.

16. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting the going concern status and Companys operations in future.

17. COMPOSITION OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board plays a crucial role in overseeing how the management serves the short- and long-term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

As on March 31^st, 2024, The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The Companys Board Members are from diverse backgrounds with skills and experience in critical areas like Banking, Finance, Technical & Taxation, etc. Further, all Independent Directors are persons of eminence and bring a wide range of expertise and experience to the board thereby ensuring the best interests of stakeholders and the Company.

The details of composition of the Board as on March 31^st, 2024 along with the number of Directorships, Committee Chairmanships and Memberships held by them in other Companies are given herein below:

Name	Category	Designation	Number of Directorships in other companies	No. of committee positions in other public companies
				Chairperson	Member
Mr. Madhusudan Goenka	Executive Director	Managing Director	1. Auro Industries Limited	NIL	NIL
			2. Auro Electropower Pvt Ltd
			3. Tatanagar Transport Corporation Limited
Mr Praveen Kumar Goenka	Executive Director	Whole Time Director	1. Auro Industries Limited	NIL	NIL
			2. Auro Electropower Pvt Ltd
			3. Tatanagar Transport Corporation Limited
			4. Savera Suppliers Pvt Ltd
			5. Murli Impex Pvt Ltd
Mrs Vanshika Jain	Non Executive Director	Director	NIL	NIL	NIL
Mr Sankar Thakur	Non Executive Independent Director	Director	NIL	NIL	NIL
Mr Sibasis Mitra	Non Executive Independent Director	Director	NIL	NIL	NIL

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013, Mrs. Vanshika Jain (DIN- 07022384) is liable to get retired by rotation, and being eligible has offered herself for reappointment at the ensuing 31^st AGM of the Company.

The Board recommends her re- appointment for consideration by the Members of the Company at the 31^st Annual General Meeting. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

18. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director has complied with the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act.

19. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NON - DISQUALIFICATION OF DIRECTORS

The Company has received the disclosures in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The same has been uploaded on the website of your Company i.e. www.auroimpex.com

21. BOARD MEETINGS

Dates for the Board Meetings are decided well in advance and communicated to the Directors. Board Meetings were held at the Registered Office of the Company. The agenda along with the explanatory notes are sent in advance to the Directors. Additional meetings of the Board to address specific needs of the Company are held as and when deemed necessary by the Board. In case of any exigency/ emergency, resolutions are passed by circulation.

The intervening period between two Board meetings is well within the maximum gap as prescribed under Regulation 17(2) of SEBI Regulations, Companies Act, 2013 and Secretarial Standard 1 issued by ICSI. The Board periodically reviews compliance reports of all laws applicable to the Company. Steps are taken by the Company to rectify instances of non-compliance, if any. The date of the Board meetings and attendance of Directors there at are as follows:

Date of Board Meetings and Attendance there at	Name of Directors
	Mr. Madhusudan Goenka	Mr. Praveen Kumar Goenka	Mrs. Vanshika Jain	Mr. Sibasis Mitra	Mr. Sankar Thakur
24.04.2023	?	?	?	X	X
26.04.2023	?	?	?	X	X
29.04.2023	?	?	?	X	X
01.05.2023	?	?	X	X	X
03.05.2023	?	?	X	X	X
04.05.2023	?	?	X	X	X
06.05.2023	?	?	X	X	X
17.05.2023	?	?	X	X	X
19.05.2023	?	?	X	X	X
23.05.2023	?	?	?	?	?
24.07.2023	?	?	?	?	?
05.09.2023	X	?	X	?	?
25.09.2023	?	?	?	?	?
10.11.2023	?	?	?	?	?
18.01.2024	?	?	?	?	?

22. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, our Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

No adverse reporting has been made by the Auditors or any other person against the Company.

The Whistle Blower Policy is disclosed on the website of the Company at www.auroimpex.com

23. COMMITTEE MEETINGS

The following committees have been formed in compliance with the corporate governance norms:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. IPO Committee

In addition to these committees, our Board of Directors may, from time to time, constitute committees for various other functions.

1. Audit Committee

The Audit Committee was constituted by a meeting of the Board held on January 16^th, 2023. The members of the Audit Committee are:

Name of Director	Position in the Committee	Designation
Sibasis Mitra	Chairman	Independent Director
Sankar Thakur	Member	Independent Director
Madhusudan Goenka	Member	Managing Director

The Company Secretary of your Company shall serve as the secretary of the Audit Committee.

The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act and Regulation 18 of the SEBI (Listing Obligations and Disclosures Requirements) Listing Regulations.

During the year, Four Audit Committee Meetings were held. These Meetings were held on April 26^th, 2023, July 24^th, 2023, November 10^th, 2023 and February 26^th, 2024 respectively.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted by a meeting of the Board held on January 16^th, 2023. The members of the Nomination and Remuneration Committee are:

Name of Director	Position in the Committee	Designation
Sibasis Mitra	Chairperson	Independent Director
Sankar Thakur	Member	Independent Director
Vanshika Jain	Member	Non-Executive Director

The Company Secretary of your Company shall serve as the secretary of the Nomination & Remuneration Committee.

The scope and functions of the Nomination and Remuneration Committee are in accordance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations

During the year, One Nomination and Remuneration Committee Meeting was held on November 10^th, 2023.

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted by a meeting of the Board held on January 16^th, 2023. The members of the Stakeholders Relationship Committee are:

Name of Director	Position in the Committee	Designation
Sibasis Mitra	Chairperson	Independent director
Praveen Kumar Goenka	Member	Whole-time Director
Vanshika Jain	Member	Non-Executive Director

The Company Secretary of your Company shall serve as the secretary of the Stakeholders Relationship Committee.

The scope and functions of the Stakeholders Relationship Committee are in accordance with Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations.

During the year, One Stakeholder Relationship Committee Meeting was held on November 10^th, 2023.

4. IPO Committee

The IPO Committee was constituted by a meeting of the Board held on November 1st, 2022. The members of the IPO Committee are:

Name of Director	Position in the Committee	Designation
Madhusudan Goenka	Chairperson	Managing Director
Vanshika Jain	Member	Non-Executive Director
Praveen Kumar Goenka	Member	Whole-time director (Executive director)

During the year, Five IPO Committee Meetings were held. These Meetings were held on April 24^th, 2023, May 15^th, 2023, July 27^th, 2023, November 10^th, 2023 & February 26^th, 2024.

24. NOMINATION AND REMUNERATION POLICY

In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy. The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s) thereof for the time being in force).

25. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

26. CORPORATE SOCIAL RESPONSIBILITY

The companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. As per sub section 9 of Section 135 of Companies Act, 2013 where the amount to be spent by the company under sub-section 5 of Section 135 does not exceed Rs.50 lakhs the requirement under subsection 1 of Section 135 of Companies Act, 2013 for constitution of the Corporate Social Responsibility Committee is not applicable and the functions of CSR Committee is discharged by the Board of Directors of the Company.

Accordingly, the requirement for constitution of CSR Committee is not applicable to your Company and the functions of CSR Committee are discharged by the Board of Directors.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out as Annual Report on CSR Activities enclosed in "Annexure - III" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

27. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk the management plan for the Company. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business.

The Company has devised a Risk Management Plan which is uploaded at its website www.auroimpex.com

28. EXTRACTS OF ANNUAL RETURN

As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, your company is not required to attach the extract of annual return with the Boards Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Boards report in accordance with sub section (3) of section 92 of the Companies Act, 2013.

The Annual return will be placed on the website of the company viz., www.auroimpex.com

29. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations is presented in a separate section forming part of this Report in "Annexure - IV"

30. BUSINESS RESPONSIBILITY REPORT

Your Company does not fall under Top 500 listed entities as per Market Capitalization. Hence, the Business Responsibility Report for the financial year, as stipulated under Regulation 34 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 is not attached to this Annual Report.

31. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO):

The proceeds of the Initial Public Offer have been utilized by the company upto the period ended as on 31.03.2024 as under: -

Purpose	Proposed utilisation of proceeds of IPO (^ In Lakh)	Actual utilisation from the IPO Proceeds (^ In Lakh)
01 To Meet Incremental Working Capital Requirements	1508.00	1636.90
02 General Corporate Purposes	364.88	235.98
03 Public Issue Expenses	404.72	404.72
Total	2277.6	2277.6

There was increase in allocation of fund under the Head "To Meet Incremental Working Capital Requirements" due to decline in allocation of fund under the Head "General Corporate Purpose".

32. STATUTORY AUDITORS & AUDITORS REPORT THEREON:

The Companys Statutory Auditors are Messrs. Rajesh Jalan & Associates, Chartered Accountants, Kolkata. They have been appointed for a term of five years from the Financial Year 2022- 23 to 202627. The requirement to place the matter relating to appointment of Auditors for ratification by the members at every general meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi, therefore the said appointment is not being placed for ratification at the ensuing Annual general Meeting.

AUDITORS REPORT

The Auditors report along with Notes on Accounts is self-explanatory and therefore, does not call for any further comment under section 134(3) of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditors report.

33. SECRETARIAL AUDITOR

The Board of the company in compliance with section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has appointed M/s M Rathi & Co, Company Secretaries, Kolkata as the Secretarial Auditor to conduct the audit of the secretarial records of the company for the Financial Year 2023-2024.

An Audit Report issued in form MR-3 by M/s. M Rathi & Co, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2024, is attached as "Annexure - V" to this Report. The report doesnt contain any reservation, qualification or adverse mark.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2023-2024 which call for any explanation from the Board of Directors.

During the financial year 2023-2024, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.

The Board has re-appointed M/s M Rathi & Co, Company Secretaries, as Secretarial Auditors, to conduct the secretarial audit of the Company for the financial year 2024-2025. They have confirmed that they are eligible for the said appointment.

34. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules made there under (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Board of directors of the company on recommendation of Audit Committee had appointed M/s R Das & Associates (having FRN: 318161E), Chartered Accountants, Kolkata as Internal Auditors of the Company for the financial year 2023-2024.

The Internal Audit Report was received yearly by the Company and the same was reviewed and approved by the Audit Committee and Board of Directors. The yearly Internal Audit Report received for the financial Year 2023-2024 is free from any qualification, further the notes on accounts are selfexplanatory and the observations were looked into by the management.

The Board has re-appointed M/s R Das & Associates (having FRN: 318161E), Chartered Accountants, Kolkata as Secretarial Auditors, to conduct the internal audit of the Company for the financial year 2024-2025. They have confirmed that they are eligible for the said appointment.

35. COST AUDITOR & MAINTAINENCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain Cost Records under said Rules.

The Board has appointed B. Saha & Associates, Cost Accountant having FRN: - 100104 Cost Auditor in accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014.

The Board has re-appointed M/s B. Saha & Associates, Cost Accountants having FRN: - 100104 as Cost Auditors, to conduct the cost audit of the Company for the financial year 2024-2025. They have confirmed that they are eligible for the said appointment.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure - VI" which forms part of this Report.

37. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

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 applicable to the Company and is enclosed as "Annexure - VII".

38. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

39. ENVIRONMENT, HEALTH AND SAFETY:

The Company is committed to provide a safe and healthy work environment for the well-being of all our Stakeholders. The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. The Company strives to maintain and use efficiently limited natural resources as well as focus on maintaining the health and well-being of every person.

40. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has in place a policy on prevention of sexual harassment at work place.

The Company has constituted the Internal Complaint Committee (ICC) under Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to consider and resolve the complaints related to sexual harassment.

The ICC includes Ms. Moumita Das as Presiding Officer, Mrs. Kumkum Rathi as External Member and Mr. Kalyan Kumar Das as Internal Member.

The following is the summary of sexual harassment complaints received and disposed of during the year

Particulars	Status of the No of complaints received and disposed off
1. Number of complaints on sexual harassment received	Nil
2. Number of complaints disposed off during the year	Nil
3. Number of cases pending for more than ninety days	Not Applicable
4. Nature of action taken by the employee or district officer	Not Applicable

41. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

Your Directors confirms that pursuant to Section 118 (10) of the Companies Act, 2013, applicable Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General

Meetings, respectively specified by the Institute of Company Secretaries of India (ICSI) have been duly complied by the Company.

The Directors have devised proper systems to ensure compliance with the provisions of all Applicable Secretarial Standards and that such system is adequate and operating effectively.

42. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company is well equipped with internal financial controls. The Company has continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

43. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

44. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder during the current Financial Year.

45. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (the Act), with respect to Directors Responsibility Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31^st, 2024 and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31^st, 2024, and, of the profits and loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

46. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, and staff, resulting in successful performance of the Company during the year. Your directors look forward to the continued support of all stakeholders in the future.

On behalf of the Board of Directors of
Auro Impex & Chemicals Limited
Sd/-	Sd/-
MADHUSUDAN GOENKA	PRAVEEN KUMAR GOENKA
Managing Director	Whole Time Director
DIN: 00146365	DIN: 00156943
Dated: - 05.09.2024
Place: - Kolkata