Axiom Gas Engineering Ltd Directors Report

To

The Members of

M/s. Axiom Gas Engineering Private Limited

Your Directors take pleasure in presenting the 16^th Annual Report of the Company along with the audited statement of accounts of the year ended 31st March, 2023.

FINANCIAL RESULTS AND OPERATIONS TRULE 8(51(1) OF COMPANIES (ACCOUNTS! RULES, 20141

The Companys performance during the financial year ended March 31, 2023 as compared to the previous financial year, is summarized below:

(Amount in Hundreds)

COMPANYS PERFORMANCE

The company has earned revenue from its operations of Rs. 5801594.99 during the financial year 2022-23 as against to Rs. 4754885.11 during the previous year 2021-22.

The profits gained during the financial year 2022-23 is Rs. 188228.24 as against to Rs. 161316.34 in the previous year 2021-22.

EXTRACT OF THE ANNUAL RETURN fSECTION 134 (3) (a) & SECTION 92(3)1:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2023 on its website at https://axiomgas.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of Annual Return (Form MGT-9) as part of the Boards report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS rSECTION 134 (3)

m

During the financial year 2022-2023, the Board met 7 times on 27.04.2022, 26.05.2022, 20.08.2022, 25.08.2022, 25.11.2022, 20.01.2023 and 29.03.2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Meetings held and attended:

DIRECTORS RESPONSIBILITY STATEMENT fSECTION 134 (3) (cl & 134(5)1:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, it is hereby confirmed:

i. In the preparation of thp annual accounts for thp financial year ended 31^st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

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

iv. The Directors had prepared the accounts for the financial year ended 31^st March 2023 on a going concern basis; and

v. The Director had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS fSECTION 134 (3) (df & 134(5)1:

This is not applicable, since the Company does not fall under the class of company which is required to appoint Independent Directors as per Rule 4 of Companies (Appointment of Directors) Rules, 2014.

NOMINATION, REMUNERATION & STAKEHOLDER RELATIONSHIP COMMITTEE [SECTION 134(3) (e) & 1781:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE [SECTION 134 (3) (f)l;

a) by the Auditor in their report: has no qualification or adverse remarks.

b) by Company Secretary in Practice in Secretarial Audit Report: Not Applicable

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 [SECTION 134 (3) (g)l:

During the year under review, the Company did not extend any loans or guarantees and make investments as covered under the provisions of section 186 of the Companies Act., 2013,

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WTTTT RET A TED PARTIES [SECTION 134 (3) (hll:

Details of transactions with related parties falling under the scope of Section 188(1) of the Act & Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 (Form No. AOC.2) is given in Annexure - I to the Board Report".

RESERVES [SECTION 134 (3) (i)l:

During the Financial Year under review, no amount was transferred to General Reserve.

DIVIDEND [SECTION 134 (3) (k)l:

Board of Directors has not recommended & declared any dividend for the year 2022- 23.

MATERIAL CHANGES AND COMMITMENTS, IF ANY [SECTION 134 (3) (1)1:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. However, company has shifted its registered office to new premises during the period for better administration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO fSECTION 134 (3) (m)l:

RISK MANAGEMENT POLICY TSECTION 134 (3) (nil:

Risks are re-viewed from time to time and controls are put in place with specific responsibility of the concerned officer of the company. However the Board could not identify any major risks, which may threaten the immediate existence of the company. The Company is in the process of formulating and developing a risk management policy.

CORPORATE SOCIAL RESPONSIBILITY [SECTION 134(3)(o)l:

The Company has complied the provisions of Section 134(3)(o) of the Companies Act, 2013.

ANNUAL EVELUATION ON PERFORMANCE TSECTION 134(3) (pH:

Not Applicable

OTHER MATTERS fSECTION 134(3)(q)l: Not Applicable

CHANGE IN THE NATURE OF BUSINESS fRULE 8(5)(ii) OF COMPANIES (ACCOUNTS) RULES, 20141

There is no change in the nature of the business of the Company during the financial year under review. However new set of Articles of Association was adopted to avail the benefits made available to the Private limited.

DIRECTORS

During the year under review;

On 27.04.2022; Mr. Jayantibhai Chimanbhai Patel resigned as Director & Mrs. Kinnari Alpesh Patel appointed as Additional director of the company.

On 22.08.2022; Mr. Mohd Ejaj Ajijbhai Ghaniwale appointed as director of the company.

SUBSIDIARIES AND ASSOCIATES fRULE 8(5)(iv) OF COMPANIES (ACCOUNTS) RULES. 20141

The Company is not a subsidiary or an Associate Company to any other Company and does not have any subsidiaries or Associates as defined in the Companies Act, 2013.

DEPOSITS fRULE 8(5)(v) OF COMPANIES (ACCOUNTS) RULES, 20141

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unpaid or unclaimed deposits as the Company has never accepted deposits within the meaning of the Act and the rules made thereunder.

SIGNIFICANT AND MATERIAL ORDERS [RULE 8(5)(vii) OF COMPANIES (ACCOUNTS) RULES, 20141

No orders were passed by the regulators or courts or tribunals impacting the going concern status and the future operations of the Company.

INTERNAL FINANCIAL CONTROLS [RULE 8(5)(viii) OF COMPANIES (ACCOUNTS) RULES, 20141

The Company has adequate financial controls at every level to check and control any defects and frauds in the Company.

EMPLOYEE STOIC OPTIONS SCHEME [RULE 12(9) OF COMPANIES (SHARE CAPITA!. AND DEBENTURES) RULES. 2Q14I; Not applicable

SHARE CAPITAL: During the period under review no changes in Authorised and Paid up capital of the company.

The Authorised Share Capital of the Company is Rs.1,00,00,000/- divided into 10,00,000 Equity shares of Rs.10/- each and the paid up share capital is Rs.25,00,000/- divided into 2,50,000 Equity Shares of Rs.10/- Each.

AUDITORS & AUDIT REPORT

The statutory auditors report is annexed to this report. The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There are no specifications, reservations, adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Board of the Company during the year under review.

M/s. SVSG & Co., Chartered Accountants, Hyderabad (Firm Registration No: 015268S), was reappointed as the Statutory Auditor of the Company for further five years commencing from FY 2020-21 to FY 2024-25.

AUDIT COMMITTEE: Not Applicable

COST AUDITORS: Not Applicable.

SECRETARIAL AUDITOR: Not Applicable

CHARGES

The Company has not availed loans from any Bank / Financial Institutions during the financial year under review.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees drawing remuneration in excess of the limits set out in the said Rules.

EXPORTS

During the year under review, there are no Import and Export transactions.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016(31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, the Company has not filed any application or is having any pending proceedings under the Insolvency and Bankruptcy Code. 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TATONO T n A N FROM THE RANKS OR FINANCIAL INSTITUTIONS ALONGWITH THE REASONS THEREOF.

Not applicable.

VIGIL MECHANISM; Not Applicable HUMAN RELATIONS:

The Company continues to have cordial and harmonious relationship with its employees.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit Functions reports to the Board. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Board.

POLICY ON SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. During the financial year 2022-23, the Company received no complaints on sexual harassment.

INFORMATION AS PER RULE 5(2) OF CHAPTER XIII, THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

a) There are no employees in the company whose remuneration is more than Rs.8.50 Lacs per month or Rs.102.00 Lacs per annum (or) any part thereof.

b) The detail of top 10 employees of the Company in terms of remuneration drawn during the year is given in Annexure - II.

EMPLOYEE RELATIONS

During the year under review, the company has enjoyed cordial relationship with all section of employees. The company believes that the employees play a vital role in increasing the turnover and profitability of the company and the strength of the company lie in harnessing the manpower in achieving sustained long-term growth in all spheres.

ACKNOWLEDGEMENT

Your Directors take this opportunity in expressing their gratitude to the Government of India, the State Government. The Board is also thankful to all its Bankers, Contractors, Cuslpjit^si^ndShcuehuldeisfui theii unstinted support to the Company.