baroda extrusion ltd Management discussions

OVERVIEW:

Your Company is the first Copper extrusion plant in India having excellent infrastructure and facilities in house. Manufacturing plant situated at Village Garadhiya, Tal. Savli Dist. Vadodara in a land admeasuring 22118 sq. mtrs having a built up factory shed of 4882 sq. mtr fully equipped with modern machineries and testing facilities to meet the requirement of customers. The plant is fully equipped with modern machineries which includes 900 mt. extrusion press, induction furnace of 1 M.T / Hr.25 nos of heavy / medium / light draw benches and bright annealing furnance for copper coil. The Installed capacity of the plant is 3600 MT per annum.

Air conditioning and Refrigeration industries, Power and electrical Industries are the main users of the products. For more details please visit www.barodaextrusion.com.

FINANCIAL PERFORMANCE:

Total Standalone revenue (net of taxes) for the year 2022-23 amounted to Rs. 13,058.51 lakhs compared to Rs. 10,814.32 lakhs of the previous year 2021-22. The Standalone operating loss after tax amounted to Rs. (341.90) lakhs compared to 137.55 lakhs Profit in the previous year.

SEGMENT WISE PERFORMANCE:

As there is no particular operational activity segment wise performance is not applicable.

STRENGTHS & OPPORTUNITIES:

Your company is key manufacturer of copper in India which is a growth market. This offers regular opportunities & helps company to cater to market needs very effectively. Over the years, the company has developed nitrogen Systems which help to maintain and sustain the operations despite sever challenges it faces and able to enjoy the market leadership position. Its geographical position & the vicinity to customers also offer added advantage in servicing the customers.

OUTLOOK:

The Board of Directors has not identified any material impact on the operations and financials of the company as at March 31, 2023. Considering that the Company deals with Specialty Copper Products, there has been minimal disruption with respect to operations including production and distribution activities.

The Company has not experienced any difficulties with respect to market demand, collections or liquidity. The Company will continue to closely monitor any material changes to future economic conditions.

For the year 2023-24, the Companys focus will continue on sustaining and maintaining the market share in certain industry segment where company enjoys market leadership position. This will be achieved by forging stronger relationship with customers and by negotiating and entering in to beneficial contracts with the suppliers of raw materials.

KEY DEVELOPMENT DURING THE YEAR:

Your Company has started new line of business as a Trading Division of the company by seeing the potential business opportunities in the market with available set up, business expertise and customer relationship which may result into potentially better business volume encashed with opportunities in the market and to fetch the better margins with established customers and for deemed exporter customers, we developed new product as Copper Section in all over India.

RISK MANAGEMENT:

Your Company has no specific risks other than normal business problems which are explained above.

WHISTLE BLOWER POLICY:

The Company has a Whistle Blower policy in place to deal with instances of fraud and mismanagement, if any. The details of the policy are explained in the Corporate Governance Report and the said whistle blower policy is posted on the website of the Company.

INTERNAL CONTROLS:

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposal. The internal control systems are supplemented by an extensive program of internal audits, review by management guidelines & procedures.

Companys control systems are time tested, documented and recognized under ISO Certification.

On the financial side, periodic audits by Internal Auditors and External Auditors provide a means whereby identification of areas of improvement and corrective measures taken whenever applicable.

SUBSIDIARIES:

Your Company has no subsidiary Companies.

CAUTIONARY STATEMENT:

The statements in this Management Discussion and Analysis describing the companys objectives, projections, estimates and expectations are "forward looking statements". The forward looking statements made in the Management Discussion and Analysis Report are based on certain assumptions and expectations of future events. Actual results might differ materially from those anticipated because of changing ground realities. The Directors cannot guarantee that these assumptions are accurate or these expectations will materialize.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Particulars pursuant to the Companies (Accounts) Rules, 2014)

Conservation of Energy:

Disclosure of particulars with Respect to Conservation of Energy

Particulars	Current Year	Previous Year
	2022 23	2021 22
A. POWER AND FUEL CONSUMPTION:
Electricity
a) Purchased Unit	1534860	1359660
Total Amount (Rs in lakhs)	119.59	97.34
Rate/Unit (Rs)	7.79	7.16
B.CONSUMPTIONPERTONNEOFPRODUCTION:
FO/LDO(Tonnes)	155.94	157.68

We continue to focus on product and process improvement and collaborate with product vendors to co-create business solutions on customer specific themes.

Technology Absorption, Adoption and Innovation

Your Company has not taken new technology for absorption and hence it has neither imported any technology nor made any expenditure on research and developments. The Company does not carry out any research and development activities. The company did not incur any costs for gaining access to this expertise and this has resulted in availability of an entirely new product/market for the company to explore.

Foreign Exchange Earnings and Outgo

During the year under review, there is no the Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year.

	FOR AND ON BEHALF OF BOARD
Date: 14/08/2023	Sd/-
Place: Vadodara	Parasmal Kanugo
	Chairman

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To, The Members, M/S. Baroda Extrusion Ltd.

Survey no.: 65-66, Jarod-Samalaya Road, Vill.:Garadhiya, Tal.:Savli, Vadodara Halol Highway, Baroda- 391 520.

We have examined all relevant registers, records, forms and disclosures received from the directors of Baroda Extrusion Limited, produced before us by the Company for the purpose of certifying compliance of conditions of clause 10 (i) of para C of Schedule V read with Regulation 34(3) of Chapter IV of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 for the year ended on 31st March, 2023. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of certification. During the course of such certification, we have relied on various informations and declaration furnished by each director of the Company as on 31st March, 2023 and relied on the online information available with Ministry of Corporate Affairs Portal, its filling position and other web pages.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on 31st March, 2023, have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

No. Name of Director	Director Identification Number (DIN)	Date of appointment in the Company
1 Mr. Parasmal Kanugo	00920021	30/08/1991
2 Ms. Rina Patel	02440550	26/07/2004
3 Mr. Rikesh Shah	08692578	07/02/2020
4 Mr. Yadunandan Patel	08692625	07/02/2020

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. Our examination was limited to the procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the clause 10 (i) of para C of Schedule V read with Regulation 34(3) of Chapter IV of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 for the year ended on 31st March, 2023.

		For, Swati Bhatt & Co.
		Practising Company Secretary
		Swati Bhatt
		Proprietor
		M. No. 7323 and COP: 8004
Place: Vadodara		PRC No.: 3568/2023
Date:	29th August, 2023	UDIN: F007323E000888566

ANNEXURE-D

Particulars regarding employees Remuneration

{Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016}

PART A Disclosure as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

SR. NO. REQUIRMENTS	DISCLOSURE
I The ratio of remuneration of each director to the median remuneration of the employees for the financial year.	Mr. Parasmal Kanugo : 0%
II The percentage increase in remuneration of each Director, CFO, CEO, CS in the financial year	Mr. Alpesh Kanugo (CFO) :13.00% Ms. Vaishali Sharma (CS) :13.10%
III The percentage increase in the median remuneration of the employees in the financial year.	The median remuneration of the employees in FY 2023 was increased by 10%
IV The number of permanent employees on the rolls of the Company	35 as on March 31, 2023
V Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;	The average percentile increase in the remuneration of employees compared to increase in remuneration of Key Managerial Personnel is in line with bench mark study and the performance of the company over a period of time. There is no exceptional increase in the managerial remuneration.
VI Affirmation that the remuneration is as per the remuneration policy of the company	We confirm

There was no other employee drawing remuneration in excess of the limits prescribed under sub rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in Financial Year 2022-23.

SECRETARIAL AUDIT REPORT

For the Financial year ended on 31st March, 2023

To,

The Members,

Baroda Extrusion Limited CIN: L271091991PLC016200 Vadodara, Gujarat.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BARODA EXTRUSION LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minutes book, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period ended on 31^st March, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minutes book, forms and returns filed and other records maintained by BARODA EXTRUSION LIMITED("The Company") for the financial year ended on 31^st March, 2023 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made thereunder;

II.The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made there under;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) is applicable to the Company:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 / The Securities and Exchange Board of India (Share Based Employees Benefits), Regulations, 2014;

Not applicable as the Company has not issued any options/shares under the said Regulations during the year under review.

f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

Not applicable as the Company has not issued any Debt Securities during the year under review.

g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

Not applicable as the company has not delisted any of its shares from any of the stock Exchanges during the year under review.

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and

Not applicable as the Company has not bought back any of its securities during the year under review.

j) The Company has complied with the requirements under the Equity Listing Agreements entered into with BSE Limited;

We have also examined compliance with the applicable clauses of the following: i) Secretarial Standards issued by The Institute of Company Secretaries of India. ii) The Listing Agreements entered into by the Company with the BSE Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, and Listing Agreements etc as mentioned above.

2. We further report that the Company has, in our opinion, complied with the provisions of the

Companies Act, 2013 as notified by Ministry of Corporate Affairs and the Rules made under the said Act and the Memorandum and Articles of Association of the Company, with regard to:

a) Maintenance of various statutory registers and documents and making necessary entries therein;

b) Closure of the Register of Members;

c) Forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government;

d) Service of documents by the Company on its Members, Auditors and the Registrar of Companies;

e) Notice of Board meetings and Committee meetings of Directors; f) The meetings of Directors and Committees of Directors including passing of resolutions by circulation;

(During the year under review, no resolution has been passed by resolutions by circulation.) g) The Annual General Meeting held on 29/09/2022 for the financial year 2021-22; h) Minutes of proceedings of General Meetings and of the Board and its Committee meetings;

i) Approvals of the Members, the Board of Directors, the Committees of Directors and the government authorities, wherever required;

j) Constitution of the Board of Directors / Committee(s) of Directors, appointment, retirement and reappointment of Directors including the Managing Director and Whole-time Directors;

k) Payment of remuneration to Directors including the Managing Director and Whole-time Directors,

l) Appointment and remuneration of Auditors and Cost Auditors;

m) Transfers and transmissions of the Companys shares and make necessary endorsement on the reverse side of the respective Share Certificates;

(During the year under review, one transmission of 2000 equity shares were transferred/ transmitted).

n) Declaration and payment of dividends;

(During the year under review, the Company has not declared dividend).

o) Transfer of certain amounts as required under the Act to the Investor Education and Protection Fund and uploading of details of unpaid and unclaimed dividends on the websites of the Company and the Ministry of Corporate Affairs;

(During the year under review, no dividend was declared, hence provision of investors education and protection fund is not applicable.)

p) Borrowings and registration, modification and satisfaction of charges wherever applicable;

(During the year under review, The Company has not booked any interest liability during the year in respect of outstanding dues payable to SICOM Limited and outstanding borrowings with SICOM have been classified as non-current borrowings.

q) Investment of the Companys funds including investments and loans to others;

r) Form of balance sheet as prescribed under Part I, form of statement of profit and loss as prescribed under Part II and General Instructions for preparation of the same as prescribed in Schedule VI to the Act;

s) Directors report;

t) Contracts, common seal, registered office and publication of name of the Company; and u) Generally, all other applicable provisions of the Act and the Rules made under the Act.

3. We further report that:

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

c) Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

d) The Company has obtained all necessary approvals under the various provisions of the Act; and

e) There are pending litigation/prosecution matter against the Company. SICOM Limited and the Company has filed lawsuits against each other. The status of these lawsuits is still pending as on date of this report. There are no fines or penalties were imposed during the year under review under the Companies Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers. However, Company has been included in the list of Shell Company issued by Ministry of Corporate Affairs (MCA) for initiating necessary action as per SEBI laws and regulations. Based on the representation made by the company before the SEBI/SAT. Bombay Stock Exchange has instructed vide its order No. L/SURV/OFL/KM/2017-18/SHELL/COMP/513502/1 dated 21st February 2018, to undertake the forensic audit of the Company. Period for review under forensic audit was from 01st April, 2015 to 31st March, 2018.

f) The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel;

4. The Company has complied with the provisions of the Securities Contracts (Regulation) Act, 1956 and the Rules made under that Act, with regard to maintenance of minimum public shareholding.

5. We further report that the Company has complied with the provisions of the Depositories Act, 1996 and the Byelaws framed there under by the Depositories with regard to dematerialization / rematerialisation of securities and reconciliation of records of dematerialized securities with all securities issued by the Company.

7. We further report that based on the information received and records maintained there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

8. We further report that during the period under review, the company has not allotted any equity shares.

	For, Swati Bhatt & Co.
	Practising Company Secretary
	Swati Bhatt
	Proprietor
	M. No. 7323 and COP: 8004
Place : Vadodara	PRC No.: 3568/2023
Date: 29th August, 2023	UDIN: F007323E000888445

Note: This report is to be read with our letter of even date which is annexed as "ANNEXURE A" and forms an integral part of this report.

‘ ANNEXURE A

To,

The Members,

Baroda Extrusion Limited Vadodara, Gujarat.

Our report of even date is to be read along with this letter:

Maintenance of Secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

We have followed the audit practices and processes as were appropriate to obtain responsible assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we follow provide a responsible basis for our opinion.

We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to verification of procedures on test basis.

The secretarial audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the management has conducted the affairs of the company. Conducted our audit in the manner specified under section 204 of the Companies Act, 2013 and Rules made there under, which seeks an opinion and reasonable assurance about the compliance status of various applicable acts and rules to the Company.

	For, Swati Bhatt & Co.
	Practising Company Secretary
	Swati Bhatt
	Proprietor
	M. No. 7323 and COP: 8004
Place : Vadodara	PRC No.: 3568/2023
Date: 29th August, 2023	UDIN: F007323E000888445

SECRETARIAL COMPLIANCE REPORT OF BARODA EXTRUSION LIMITED FOR THE YEAR ENDED 31^STMARCH, 2023 AS PER REGULATION 24A OF SEBI (LODR) REGULATIONS, 2015

I/We CS Swati Yash Bhatt, Practicing Company Secretary have examined:

(a) all the documents and records made available to us and explanation provided by Baroda

Extrusion Limited ("the listed entity"),

(b) the filings/ submissions made by the listed entity to the stock exchanges, (c) website of the listed entity,

(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended 31st March, 2023 ("Review Period") in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the

Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of

India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: - (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (g) Securities and Exchange Board of India (Issue and Listing of Non- Convertible and Redeemable Preference Shares) Regulations, 2013; (h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (i) other regulations as applicable and circulars/ guidelines issued thereunder;

I/We hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

Sr. No. Particulars	Compliance Status (Y/N/NA)	Observations/Remarks by PCS
1. Secretarial Standards: The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI),as notified by the Central Government under section118(10) of the Companies Act, 2013 and mandatorily applicable.	YES	The company has complied with the applicable Secretarial Standards as Prescribed.
2. Adoption and timely updation of the Policies: -All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities	YES	The company has adopted required policies and are in Conformity.
-All the policies are in conformity with SEBI Regulations and have been reviewed & updated on time, as per the regulations/circulars/guidelines issued by SEBI
3. Maintenance and disclosures on Website:	YES	The company has complied with the website maintenance and disclosure Requirements.
-The Listed entity is maintaining a functional website
-Timely dissemination of the documents/ information under a separate section on the website
-Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which re- directs to the relevant document(s)/section of the website
4. Disqualification of Director: None of the Director(s) of the Company is/are disqualified under Section 164 of Companies Act, 2013as confirmed by the listed entity.	YES	The directors are not disqualified according to Section-164 of the act.
5. Details related to Subsidiaries of listed entities have been examined w.r.t.:	NA	There are no Subsidiary companies of the company.
(a) Identification of material subsidiary companies
(b) Disclosure requirement of material as well as other subsidiaries
6. Preservation of Documents: The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2015.	YES	Required documents are preserved as per the prescribed policy.
7. Performance Evaluation: The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committee sat the start of every financial year/during the financial year as prescribed in SEBI Regulations.	YES	The required Performance evaluation has been conducted.
8. Related Party Transactions:	YES	The related party transactions of the company has been Approved by the Audit committee.
(a) The listed entity has obtained prior approval of Audit Committee for all related party transactions; or
(b) The listed entity has provided detailed reasons along with confirmation whether the transactions were subsequently approved/ratified/rejected by the Audit Committee, in case no prior approval has been obtained.
9. Disclosure of events or information: The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed there under.	YES	The required disclosures Have been provided.
10. Prohibition of Insider Trading:	YES	The applicable regulations have Been complied.
The listed entity is in compliance with Regulation 3(5) &3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.
11. Actions taken by SEBI or Stock Exchange(s), if any:	NA	The following actions on events was received after the end of the financial year but before the date of this report. Regulations Quarter/ Month SOP-Reg- - Mar-16 Late 31 filing SOP-Reg- FY Mar-2014 - 34 Late Filing SoP-Reg- Sep-20 - No 29(2) submission 29(3)
No action(s) has been taken against the listed entity/its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/guidelines issued there under except as provided under separate paragraph herein (**).
12. Additional Non-compliances, if any: No additional non-compliance observed for any SEBI regulation/circular/guidance note etc.	NA	Not Applicable

Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:

Sr. No. Particulars	Compliance Status (Yes/No/NA)	Observations/Remarks by PCS
1. Compliances with the following conditions auditor		While appointing/re-appointing an
i. If the auditor has resigned within 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review/ audit report for such quarter; or	YES	The statutory auditors of the company M/s. Maloo Bhatt & company resigned w.e.f. 10/10/2023 due to their merger with M/s. Haribhakti & Co. LLP.
ii. If the auditor has resigned after 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review/ audit report for such quarter as well as the next quarter; or	NA	Not Applicable
iii. If the auditor has signed the limited review/ audit report for the first three quarters of a financial year, the auditor before such resignation, has issued the limited review/ audit report for the last quarter of such financial year as well as the audit report for such financial year.	NA	Not Applicable
2. Other conditions relating to resignation of statutory auditor
i. Reporting of concerns by Auditor with respect to the listed entity/its material subsidiary to the Audit Committee:
a. In case of any concern with the management of the listed entity/material subsidiary such as non-availability of information / non-cooperation by the management which has hampered the audit process, the auditor has approached the Chairman of the Audit Committee of the listed entity and the Audit Committee shall receive such concern directly and immediately without specifically waiting for the quarterly Audit Committee meetings.	YES	The same has been complied with.
b. In case the auditor proposes to resign, all concerns with respect to the proposed resignation, along with relevant documents has been brought to the notice of the Audit Committee. In cases where the proposed resignation is due to non-receipt of information / explanation from the company, the auditor has informed the Audit Committee the details of information.	YES	The same has been complied with.
c. The Audit Committee / Board of Directors, as the case may be, deliberated on the matter on receipt of such information from the auditor relating to the proposal to resign as mentioned above and communicate its views to the management and the auditor.	YES	The same has been complied with.
ii. Disclaimer in case of non- receipt of information: The auditor has provided an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as specified by ICAI / NFRA, in case where the listed entity/ its material subsidiary has not provided information as required by the auditor.	NA	Not Applicable
3. The listed entity / its material subsidiary has obtained information from the Auditor upon resignation, in the format as specified in Annexure- A in SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019.	YES	The same has been complied with.

and based on the above examination, I/We hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below: -

Sr. No. Compliance Requirement (Regulations/ circulars	Regulation/ Circular No.	Deviation s	Action Take n by	Type of Action	Details of Violation	Fine Amount	Observations/ Remarks of the Practicing Company Secretary	Management Response	Remarks
Nil

(b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records. (c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr. no Action taken by	Details of violation	Details of action taken e.g. fines, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any.
Nil

(d) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr. No. Compliance Requirement (Regulations / circulars / guidelines including specific clause)	Regulation /	Deviation s	Action Taken by	Type of Action	Details of Violation	Fine Amount	Observations/ Remarks of the Practicing Company Secretary	Management Response	Remarks
Nil

For, Swati Bhatt & Co. Practicing Company Secretary

		Swati Bhatt
		Proprietor
		M. No. 7323 and COP: 8004
Place : Vadodara		PRC No.: 3568/2023
Date:	29th May, 2023	UDIN: F007323E000413047