b2b software technologies ltd share price Directors report

To,

The Members,

B2B Software Technologies Limited

Your Directors hereby present the Twenty- Ninth Annual Report of your Company together with the Audited Accounts including Consolidated Accounts for the financial year ended March 31,2023 and the report of the Auditors thereon.

1. FINANCIAL RESULTS:

(In Lakhs)

PARTICULARS	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations	1340.07	1455.30	1977.38	1990.51
Other Income	74.95	56.80	74.95	56.80
Profit/ Loss before Depreciation, FinanceCosts, Exceptional Items and Tax Expense	1415.02	1512.10	2052.33	2047.31
Less: Depreciation / Amortisation / Impairment	11.09	7.24	11.09	7.24
Profit / Loss before Finance Costs, Exceptional Items and Tax Expense	1403.93	1504.86	2041.24	2040.07
Less: Other Expenses	1146.60	1165.17	1772.69	1682.78
Profit/ Loss before Exceptional Items andTax Expense	257.33	339.69	268.55	357.29
Add/ Less: Exceptional Items	-	-	-	-
Profit/ Loss before Tax Expense	257.33	339.69	268.55	357.29
Less: Tax Expense (Current & Deferred)	30.28	89.93	30.28	89.93
Profit/ Loss for the year (1)	227.05	249.75	238.27	267.36
Total Comprehensive Income/ Loss (2)	(11.05)	36.99	(11.05)	36.99
Total (1+2)	215.99	286.74	227.21	304.35
Balance of Profit/(Loss) for earlier years	-	-	-	-
Less: Transfer to Debenture RedemptionReserve	-	-	-	-
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	-	-	-	-
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried to Balance Sheet (A-B)	-	-	-	-

2. INDUSTRY STRUCTURE AND DEVELOPMENT

Microsoft Dynamics is a growing business and global organizations identify Microsoft Dynamics as the preferred vendor for their next ERP investment. Microsoft Dynamics customer relationship management (CRM) and enterprise resource planning (ERP) software connects people, processes, and systems. With easy to use, fast to implement tools to manage financials, supply chain, and operations. Microsoft Dynamics is sold by a global network of solution specialists, known as partners or resellers.

3. STATE OF COMPANY AFFAIRS

Your Company is one of the Gold Certified Microsoft Partner specialized in providing Implementation services for Microsoft Dynamics ERP in Microsoft Dynamics World. Our diverse clientele includes mid-sized companies and larger enterprises.

As a Microsoft partner - B2B advances and adds value to Microsofts leading business solutions and client relationships by ensuring that companies get the highest level of attention, expertise and results from Microsoft technology. Detailed discussion on the operations is given in the Management Discussion and Analysis forming part of this report.

B2B has developed several Add-ons namely Quality, HR & Payroll, Plant Maintenance and Life Sciences Vertical for Microsoft Dynamics on NAV and AX.

4. LISTING OF EQUITY SHARES:

The Companys Equity shares are presently listed on BSE Limited, and the Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2022 - 2023.

5. TRANSFER TO RESERVES:

The profit of Rs. 215.99/- (in lakhs) earned during the year will be retained in the company to meet the future requirements. Hence your company does not propose to transfer any amount to the Reserves.

6. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business of the Company.

7. CHANGES IN SHARE CAPITAL:

During the Financial year 2022-23 the Authorized Share Capital and Paid-Up Capital as at 31^st March 2023 stood at Rs. 1200.00/- (in lakhs) and Rs. 1158.54/- (in lakhs ) respectively. The Company had neither issued any shares nor instruments convertible into equity shares of the Company or with differential voting rights nor has granted any stock options or sweat equity.

8. DIVIDEND:

In order to conserve cash for the Companys operations, the Directors do not recommend any dividend for the year under review.

9. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, there are no amount/shares available to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no other material changes and commitments in the business operations of the Company from the financial year ended 31st March 2023, except the following -

• Board of Director proposed to change the object clause of the Memorandum of association of the Company for exploring investment opportunities in the entities engaged in different business activities in order to earn optimum return on the fund lying and not required immediately in the business of the Company.

• On the recommendation of Nomination and remuneration committee and Audit Committee, Board of Directors proposed to payment of Performance Bonus to Mr. Bala Subramanyam Vanapalli (DIN- 06399503) for the FY 2022-2023, subject to approval of member of the Company.

11. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

During the year, the Board of Directors (‘the Board) has reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and its subsidiary, which forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiary in the prescribed format AOC - 1 is appended as Annexure 1 to the Boards report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the CompaniesAct, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of the subsidiary, are available on our website www.b2bsoftech.com. These documents will also be available for inspection during business hours at our registered office.

12. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) 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 Annual Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the company and other material developments during the financial year.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

As on March 31,2023, Mr. M Rambabu, Mr. A Rambabu, and Ms. Rajeswari Immani are Independent Directors on the Board.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Management. In terms of Regulation 25(8) of the SEBI 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. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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 there under and are independent of the management.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, had been received from all Independent Directors.

S.No Name of the Director	ID Registration Number	No. of Years
1 Mr. M Rambabu	IDDB-DI-202002-012533.	5 years from 20th February 2020 to 19th February, 2025
2 Mr. A Rambabu	IDDB-DI-202002-015605	5 years from 26th February 2020 to 25th February,2026
3 Ms. Rajeswari Immani	IDDB-DI-202009-031250	5 year from 24th September, 2020 to 23rd September, 2026

The Directors are being exempted from appearing for the exams of Independent Director vide amendment in The Companies (Appointment and Qualification of Directors) Rules, 2014 dated 18^th December 2020.

15. MEETING OF INDEPENDENT DIRECTORS:

As per Clause VII of Schedule IV to the Companies Act, 2013 read with Clause 49 (II) (B) (6) of the Listing Agreement provide that a separate meeting of Independent Directors should be held atheist once in a year.

The performance of the Individual Directors on the Board and the Committees thereof is done by the Board and the Independent Directors in their exclusive meeting held on 13th February 2023.

Your Board would like to inform that, the second term of Mr. Ram Babu Mutyala (DIN- 03473901) and Mr. Arumilli Rambabu (DIN- 03473906) the Independent Directors would expire on 31.03.2024, and the Board needs to appoint Independent Director in place of them.

16. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. The Board also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

17. VIGIL MECHANISM:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviors. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management- instances of unethical behaviors, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. It also provides for adequate safeguards against victimization of employees who avail the mechanism.

The Vigil Mechanism also provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. All permanent employees of the Company are covered under the policy. Vigil Mechanism/ Whistle Blower Policy is available on the Companys website at https://b2bsoftech.com/ Investors_column/Whistle%20Blower%20Policy.pdf

There were no complaints received during the financial year under review.

18. CHANGES IN DIRECTORS:

INDUCTIONS:

During the year under review, The Company has re-appointed Mr. Suresh Chode as Director liable to retire by rotation in the 28^th AGM held on 26^th September, 2022.

DIRECTORS LIABLE TO RETIRE BY ROTAION SEEKING REAPPOINTMENT IN THE ENSUING AGM

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Y Satyanarayana, Director (DIN: 00360679) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for None of the independent directors will retire at the ensuing Annual General Meeting.

RESIGNATIONS:

None of the Directors have resigned during the year under review.

CHANGES IN KEY MANAGERIAL PERSONNEL

During the year under review Mrs. Jyothi Mantri, Company Secretary and Compliance Officer has resignedwith effect from 11^th November, 2022 and subsequently Ms. Prabhat Bhamini has been appointed as Company Secretary and Compliance Officer of the company with effect from 14^th November, 2022.

The following are the KMPs as on date:-

a. Dr. Ramachandra Rao Nemani (PAN-AFUPN8077R) - Chief Executive Officer

b. Mr. Sunil Nemani (PAN- AWRPN7930M) - Chief Financial Officer

c. Mr. Bala Subramanyam Vanapalli (DIN-06399503) - Executive Director

d. Ms. Prabhat Bhamini (PAN- FLJPP1748B) - Company Secretary and Compliance Officer

RE-APPOINTMENT OF EXECUTIVE DIRECTOR IN ENSUING AGM

Mr. Bala Subramanyam Vanapalli (DIN-06399503) was re-appointed as the Executive Director of the Company with effect from 1st October, 2020 for a period of three years on the terms and conditions as approved by the Board of Directors and subsequently by the members of the Company in the 26th Annual General Meeting of the Company held on 26th September, 2020. The term of Mr. Bala Subramanyam Vanapalli as the Executive Director of the Company ceases on 30th September, 2023.

During the above tenure of Mr. Bala Subramanyam Vanapalli (DIN-06399503) the company has made operating profits every year and has wiped entire carry forward losses, thoses losses were pertaining to previous financial year before his appointment and now Company continuously making profit.

Considering the services rendered by Mr. Bala Subramanyam Vanapalli (DIN-06399503) for the growth of the Company especially the Microsoft Dynamics division and achieving profits for the respective financial years, the Board of Directors based on the recommendation and approval of the Nomination and Remuneration Committee decided to re appoint him as the Executive Directors of the Company for a further period of three years on the terms and conditions mentioned in the notice convening the 29th Annual General Meeting.

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review 4 (Four) Board meetings were held on the following dates:

a. 28.04.2022

b. 10.08.2022

c. 11.11.2022

d. 13.02.2023

Attendance of Directors at the Board Meetings and Annual General Meeting has been furnished in the Corporate Governance Report, which forms part of the Directors Report.

The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013. All the recommendations given by the Audit Committee have been accepted by the Board.

20. COMMITTEES OF THE BOARD

As on March 31,2023, the Board had three committees:

a) The Audit committee

<p >b) The Nomination and Remuneration Committee

c) The 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 Annual Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

a. Audit Committee:

The Details pertaining to the Constitution of Audit Committee is mentioned as under:

Mr. M Rambabu - Chairman

Mr. A Ram Babu - Member

Mr. Chode Suresh - Member

Ms. Rajeswari Immani - Member

All members of the Audit Committee are financially literate and have experience in financial management.The Board of Directors has accepted all the recommendations given by the Audit Committee.

Mr. M. Rambabu is the Chairman of the Audit Committee. The terms and reference of Audit Committee and details of meetings held during the financial year 2022-23 and the attendance of members are given in the Corporate Governance Report, which forms part of the Directors Report.

b. Nomination and Remuneration Committee:

The Details pertaining to the Constitution of Nomination and Remuneration Committee is mentioned as under:

Mr. A Rambabu - Chairman

Mr. M. Rambabu - Member

Mr. Chode Suresh - Member

Ms. Rajeswari Immani - Member

Mr. A. Rambabu is the Chairman of the Nomination and Remuneration Committee. The terms of reference and the Nomination and Remuneration policy and details of meetings held during the financial year 2022-2023 and the attendance of members are provided in the Corporate Governance Report, which forms part of the Directors Report. Nomination and Remuneration Policy available on the Companys website at https://b2bsoftech.com/ Investors_column/NominationandRemunerationPolicy-13-11-2020.pdf

c. Stakeholders Relationship Committee:

The Details pertaining to the Constitution of Stakeholders Relationship Committee is mentioned as under:

1. Ms. Rajeswari Immani - Chairperson

2. Mr. M Rambabu - Member

3. Mr. Bala Subramanyam Vanapalli - Member

Ms. Rajeswari Immani is the Chairperson of the Committee. The terms of reference and the details of meetings held during the financial year 2022-2023 and the attendance of the members are provided in the Corporate Governance Report, which forms part of the Directors Report.

21. INTERNAL FINANCIAL CONTROL:

A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements include those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company.

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2022 - 23, the applicable accounting standards have been followed and there are no material departures;

ii. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year.

iii. and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. prepared the annual accounts on a going concern basis.

v. laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the financial year 2022-2023 your company had not given any loans or provided any guarantees or made any investments as specified under the provisions of Section 186 of the Companies Act, 2013 read with rules made there under, whereas Company has made investment of Rs. 62,73,901/- in the shares of listed companies, similarly the Company is a regular investor in the units of liquid and debt mutual funds, which is outside the purview of the provisions of Section 186 of the Companies Act 2013, details of such investments are given in the notes to the Financial Statements. Hence, no further disclosure is being given here to avoid repetition.

24. TRANSACTIONS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during FY 2022-23 with related parties were on an arms length basis and in the ordinary course of business. There were no material Related Party Transactions (RPTs) undertaken by the Company during the year that require Shareholders approval under Regulation 23(4) of the SEBI Listing Regulations or Section 188 of the Act. The approval of the Audit Committee was sought for all RPTs. All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

There were no materially significant related party transactions between your Company and the Directors, promoters, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of company at large.

Policy on the related parties as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the companys website: https://b2bsoftech.com/Investors.html

All the material contracts with related parties have been approved by the Audit Committee and the Members of the Company. Form AOC-2 for disclosure of particulars of contracts/arrangements entered into by your company with related parties is attached herewith as Annexure -II.

25. RISK AND RISK MITIGATIONS

Microsoft Dynamics being a growing business, new entrants into the market and competition will continue to exert pricing pressure undermining industry profitability. Strategic positioning and generating higher level of economic value by continuing to build IP and offer value added services around verticals and add-ons is mandatory.

Scale of operations is limited to the existing level unless a fresh funding route is identified. The Board of Directors of your company have not identified any risks which will affect the going concern nature of the company.

26. TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - III to this report.

27. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-IV to this report.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure IV and forms part of this report.

The Nomination and remuneration committee of the Company has affirmed that the remuneration is as per the Remuneration policy of the Company.

Your Directors take this opportunity to record their deep appreciation of the continuous support and contribution from all employees of the Company.

28. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under any of the criteria specified under the provisions of Companies Act, 2013. Hence the Company has not constituted any committee and is required to furnish any information in this report as required under the provisions of the said Act.

29. EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2022-23 is uploaded on the website of the Company and can be accessed at https://b2bsoftech.com/Investors.html.

30. PREVENTION OF INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Fair Disclosure and Code of Conduct for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by Insiders. The trading window is closed during the time of declaration of results and occurrence of any material events.

31. DEPOSITS:

During the year under review your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date. However, the Company has obtained security deposits from employees, but it is not considered as Deposits as per the provisions of Companies Act 2013 and the rules made thereunder.

32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS

As per Clause xii read with Rule 8(5) of the Companies (Accounts) Rules 2014, No Loans from the banks/ Financial Institutions were under One Time Settlement during the year under review.

Hence, the difference between amount of Valuation done at the time of Settlement and Valuation done at the time of taking loans from the banks did not arise.

33. AUDITORS:

a. Statutory Auditors & Auditors Report

Pursuant to the provisions of Section 139 (2) (b) the Companies Act, 2013 the existing Statutory Auditors have completed their term of 10 years in the Company and cease upon the conclusion of the 28^th Annual General Meeting.

Based on the recommendations of the Board of Directors in their meeting held on 10^th August, 2022, members of the Company in their 28^th Annual General meeting held on 26^th September, 2022 appointed M/s. Jawahar and Associates (F.R. No: 0012815) Chartered Accountants as a statutory auditor of the Company from the conclusion of 28^th Annual General Meeting till the conclusion of the 33^rd Annual General Meeting without the requirement of further ratification by the members of the company in every AGM.

M/s. Jawahar & Associates, Chartered Accountants hold a valid peer review certificate issued by the Institute of Chartered Accountants of India as required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Auditors have given their consent for appointment and stated that they stand free from disqualification for being appointed as the Statutory Auditors of the Company.

The Auditors Report issued by the Statutory Auditors on Financial Statement for the financial year ended 31st March 2023 is with unmodified opinion (unqualified) and is self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013. There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. DSMR & Associates, Prop. Mr. DSM Ram, Company Secretary in Whole time Practice to undertake the Secretarial Audit of the Company for the financial year 2022 - 2023.The Secretarial Audit report is enclosed as Annexure - VI.

Further, the Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 04th August 2023 has appointed M/s. DSMR & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2023-24.

c. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 the Company has appointed M/s M. Vijaya Kumar & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial Year 2022-23.

d. Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issue by M/s. DSMR & Associates, Prop. Mr. DSM Ram, Company Secretary in Whole time Practice, Hyderabad has been submitted to the Stock Exchanges within the specified time and same is annexed herewith as Annexure - VII.

REPLY TO OBSERVATION RAISED BY THE SECRETARIAL AUDITOR:

Qualification raised by the SecretarialAuditor relating to the non-compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2014:

Sl. No. Qualification raised by the Secretarial Auditor	Replies by the Management
1. The Company has not complied with the requirement of maintaining 100% of promoters holding in demat form	The Company is continuously following up with all the promoters on regular basis for getting their shares dematerialized. However, the response from the promotersis not so encouraging and there are PAN related issues incase of couple of promoters.
2. The Company has not provided PAN Details of Promoters in the Shareholding Pattern filed with BSE Limited for the quarter ended Dec-2022.	The Company received Pan card of one promoter Mrs. N LAVANYA REDDY, and continuously following up for remaining promoters
3. The Company has not provided minutes of Board meeting considering the request of reclassification within 24 hours.	Due to oversight the same was missed out to be filed. However the same was filed along with the application
4. Delay in filing of AOC-4 (XBRL) for the FY 2021-2022-Initially the form was filed within due date on paying later challan. However, due to oversight the payment was not made within the time limit prescribed in the challan. Subsequently the company has filed the Form during the Months of May, 2023 with delay filing fees.	Observation of Secretarial Auditor is self explanatory, management does not offer any further comments

34. FRAUDS REPORTED BY AUDITORS:

There are no instances of frauds reported by auditors pursuant to sub-section (12) of Section 143 which are reportable to the Central Government.

35. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

Your company has also complied with provisions relating to the constitution of internal complaints committee under sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013.

During the financial year 2022-2023, the Company has not received any complaints on sexual harassment.

36. RECLASSIFICATION OF PROMOTERS

The Company has filed reclassification application on 19th October, 2022 with BSE Ltd for reclassification of Mr. Janakirama Verma Meka and Mrs. Chandralekha Meka from "Promoter & Promoter Group" to "Public Group", which is pending for approval with BSE listing operation team.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

38. MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013 are not applicable for the year since the Company is not falling under the category of class Companies as prescribed under Sub-section (1) of Section 148 of the Companies Act 2013 and Rules framed thereunder.

39. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

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.

40. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No application has been filed for Corporate Insolvency Resolution process, by the company under the IBC before the National Company Law Tribunal (NCLT) during the year under review.

41. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/OVAM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for remote e-voting. The details regarding e-voting facility is being given with the notice of the Meeting.

42. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, STPI, Customs and Central Excise and various State and Central Government Agencies. Your directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

Place : Hyderabad	For and on behalf of the Board
Date : 04th August, 2023
	BALA SUBRAMANYAM VANAPALLI	SURESH CHODE
	Executive Director	Non - Executive Director
	DIN: 06399503	DIN: 03473921